SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BURLINGTON RESOURCES INC.
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(Exact name of registrant as specified in its charter)
Delaware 91-1413284
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5051 Westheimer, Suite 1400
Houston, Texas 77056
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock New York Stock Exchange, Inc.
Purchase Rights
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ x ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to Be Registered.
On December 9, 1998, the Board of Directors of Burlington Resources Inc.
(the "Company") authorized and declared a dividend distribution of one preferred
stock purchase right (a "Right") for each Common Share, $.01 par value, of the
Company (the "Common Stock") outstanding as of the close of business on December
16, 1998 (the "Record Date"). Except as set forth below, each Right, when it
becomes exercisable, entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 per share (the "Preferred Stock"), at a price of $200.00 per one
one-hundredth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Rights Agreement, dated as of December 16, 1998 (the "Shareholder
Rights Agreement"), between the Company and BankBoston, N.A. (the "Rights
Agent").
Distribution Date; Transfer of Rights
The Rights are attached to all certificates representing outstanding shares
of Common Stock, and no separate Right Certificates (as hereinafter defined)
have been distributed. The Rights will separate from the shares of Common Stock
on the earliest to occur of (i) the first date of public announcement that a
person or "group" has acquired beneficial ownership of securities having 15% or
more of the voting power of all outstanding voting securities of the Company (as
hereinafter defined); or (ii) ten (10) business days (or such later date as the
Board of Directors of the Company may determine) following the commencement of,
or announcement of an intention to commence, a tender offer or exchange offer
the consummation of which would result in a person or group becoming an
Acquiring Person (the earliest of such dates being called the "Distribution
Date"). A person or group whose acquisition of voting securities causes a
Distribution Date pursuant to clause (i) above is an "Acquiring Person". The
first date of public announcement that a person or group has become an Acquiring
Person is the "Stock Acquisition Date".
The Rights Agreement provides that until the Distribution Date the Rights
will be transferred with and only with the shares of Common Stock. From as soon
as practicable after the Record Date and until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
upon transfer or new issuance of shares of Common Stock will contain a notation
incorporating the Shareholder Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the shares of Common Stock
as of the close of business on the Distribution Date (and to each initial record
holder
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of certain shares of Common Stock issued after the Distribution Date), and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will expire
at 5:00 P.M., New York, New York time, on December 16, 2008, unless earlier
redeemed by the Company as described below.
Exercise of Rights for Common Stock of the Company
In the event that any person becomes an Acquiring Person, each holder of a
Right will have (subject to the terms of the Shareholder Rights Agreement) the
right (the "Flip-In Right") to receive upon exercise the number of shares of
Common Stock, or, in the discretion of the Board of Directors of the Company,
the number of one one-hundredths of a share of Preferred Stock (or, in certain
circumstances, other securities of the Company) having a value (immediately
prior to such triggering event) equal to two times the Purchase Price.
Notwithstanding the foregoing, following the occurrence of the event described
above, all Rights that are, or (under certain circumstances specified in the
Shareholder Rights Agreement) were, beneficially owned by any Acquiring Person
or any affiliate or associate thereof will be null and void.
Exercise of Rights for Shares of the Acquiring Company
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding shares of Common Stock immediately
prior to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, in either case with or to an
Acquiring Person, or, if in such transaction all holders of shares of Common
Stock are not offered the same consideration, any other person, then each holder
of a Right (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise, shares of common stock of the acquiring company having a value equal
to two times the Purchase Price. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or surrenders the Flip-In
Right.
Adjustments to Purchase Price
The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
shares of Preferred Stock, (ii) upon the grant to holders of the shares of
Preferred Stock of certain rights or warrants to subscribe for or purchase
shares of Preferred Stock at a price, or securities convertible into shares of
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Preferred Stock with a conversion price, less than the then current market price
of the shares of Preferred Stock or (iii) upon the distribution to holders of
the shares of Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of rights or warrants (other than those
referred to above).
The Purchase Price payable, and the number of one-hundredths of a share of
Preferred Stock or other securities issuable, upon exercise of the Rights are
also subject to adjustment in the event of a stock split of the shares of Common
Stock, or a stock dividend on the shares of Common Stock payable in shares of
Common Stock, or subdivisions, consolidations or combinations of the shares of
Common Stock occurring, in any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional one-hundredths of a share of Preferred Stock
will be issued, and in lieu thereof, an adjustment in cash will be made based on
the market price of the shares of Preferred Stock on the last trading day prior
to the date of exercise.
Redemption and Exchange of Rights
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors of the Company. Additionally, the Company may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price after the
triggering of the Flip-In Right and before the expiration of any period during
which the Flip-In Right may be exercised (i) in connection with a merger or
other business combination transaction or series of transactions involving the
Company in which all holders of shares of Common Stock are offered the same
consideration but not involving an Acquiring Person, (ii) following an event
giving rise to, and the expiration of the exercise period for, the Right if and
for as long as no person beneficially owns securities representing 15% or more
of the voting power of the Company's voting securities or (iii) if the Acquiring
Person reduces his ownership below 5% in transactions not involving the Company.
The redemption of Rights described in the preceding sentence shall be effective
only as of such time when the Right is not exercisable, and in any event, only
after 10 business days' prior notice. Upon the effective date of the redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
At any time after any person becomes an Acquiring Person, the Board of
Directors may exchange the Rights (other than Rights owned by the Acquiring
Person which shall have become void), in whole or in part, at an exchange ratio
of one share of Common Stock per Right (subject to adjustment).
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Terms of the Preferred Stock
The shares of Preferred Stock purchasable upon exercise of the Rights will
be non-redeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times the dividend declared on each share of Common Stock, but in no
event less than $25 (the equivalent of $.25 per share of common stock). In the
event of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to the greater of 100 times $150 or 100 times the
payment made per each share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the shares of Common Stock. In the event of
any merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
anti-dilution provisions. Fractional shares of Preferred Stock will be issuable;
however, the Company may elect to distribute depositary receipts in lieu of such
fractional shares. In lieu of fractional shares other than fractions that are
multiples of one one-hundredth of a share, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.
Amendments to Terms of the Rights
Any of the provisions of the Rights Agreement may be amended by the Company
prior to the Distribution Date. After the Distribution Date, the provisions of
the Rights Agreement may be amended by the Company in order to cure any
ambiguity, defect or inconsistency, or to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person); provided, however, that no supplement or amendment may be
made after the Distribution Date which changes those provisions relating to the
principal economic terms of the Rights.
A copy of the Shareholder Rights Agreement has been filed herewith as
Exhibit 1. A copy of the Shareholder Rights Agreement is available free of
charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to such Exhibit,
which is incorporated herein by reference.
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Item 2. Exhibits
1 Rights Agreement, dated as of December 16, 1998, between
Burlington Resources Inc. and BankBoston, N.A., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BURLINGTON RESOURCES INC.
Date: December 18, 1998 By: /s/ L. David Hanower
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Name: L. David Hanower
Title: Senior Vice President-Law
and Administration
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EXHIBIT INDEX
Number Description
1 Rights Agreement, dated as of December 16, 1998, between
Burlington Resources Inc. and BankBoston, N.A., as Rights
Agent.
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