SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 25, 2001
PATINA OIL & GAS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-14344 75-2629477
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
1625 Broadway
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 389-3600
ITEM 5. OTHER EVENTS
On May 25, 2001, the Board of Directors of Patina Oil & Gas Corporation
(the "Company") authorized and adopted (i) the issuance of one preferred share
purchase right (a "Right") for each outstanding share of common stock, $.01 par
value per share (the "Common Shares"), of the Company and (ii) the Amended and
Restated Bylaws of the Company.
A. Rights Agreement
The rights will be issued on June 12, 2001 (the "Record Date") to the
holders of record of Common Shares on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock, par value $.01 per share (the
"Preferred Shares"), of the Company, at a price of $120.00 per one one-
thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement,
dated as of May 25, 2001 (the "Rights Agreement") between the Company and Mellon
Investor Services LLC, as Rights Agent (the "Rights Agent").
Detachment of Rights; Exercise. Initially, the Rights will attach to all
Common Share certificates representing outstanding shares and no separate Right
Certificate will be distributed. The Rights will separate from the Common Shares
and a Distribution Date (as defined in the Rights Agreement) will occur upon the
earlier of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Common Shares of the Company, or
(ii) 10 business days following the commencement or announcement of an intention
to commence a tender offer or exchange offer the consummation of which would
result in any person becoming an Acquiring Person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced, with respect to the Common Shares
outstanding on June 12, 2001, by the certificates representing such Common
Shares with a copy of the Summary of Rights included as Exhibit 4.4 hereto (the
"Summary of Rights"), (ii) the Rights will be transferred with and only with the
Common Shares, (iii) new Common Share certificates issued after June 12, 2001,
upon transfer or new issuance of the Common Shares, will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Shares outstanding as of June 12, 2001,
even without such notation or a copy of the Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 12, 2011 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
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If a person or group were to acquire 15% or more of the Common Shares of
the Company, each Right then outstanding (other than Rights beneficially owned
by the Acquiring Person which would become null and void) would become a right
to buy that number of Common Shares (or under certain circumstances, the
equivalent number of one one-thousandths of a Preferred Share) that at the time
of such acquisition would have a market value of two times the Purchase Price of
the Right.
If, after a person or group were to acquire 15% or more of the Common
Shares of the Company, (i) the Company were to be acquired in a merger or other
business combination transaction; (ii) the Company shall acquire or merge with
another Person (as defined in the Rights Agreement) and the Company shall be the
surviving entity and, in connection with such merger or acquisition, all or part
of the Common Shares shall be changed into or exchanged for securities of any
other Person; or (iii) assets constituting more than 50% of its consolidated
assets or producing more than 50% of its earning power or cash flow were sold,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
Purchase Price of the Right, that number of shares of common stock of such other
Person, which at the time of such transaction would have a market value of two
times the Purchase Price of the Right.
Preferred Shares. The dividend and liquidation rights, and the non-
redemption feature, of the Preferred Shares are designed so that the value of
one one-thousandth of a Preferred Share purchasable upon exercise of each Right
will approximate the value of one Common Share. The Preferred Shares issuable
upon exercise of the Rights will be non-redeemable and rank junior to all other
series of the Company's preferred stock. Each whole Preferred Share will be
entitled to receive a quarterly preferential dividend in an amount per share
equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000 times
the dividend declared on the Common Shares. In the event of liquidation, the
holders of the Preferred Shares will be entitled to receive a preferential
liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the
aggregate, 1,000 times the payment made on the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged for or changed into other stock or securities, cash or other property,
each whole Preferred Share will be entitled to receive 1,000 times the amount
received per Common Share. Each whole Preferred Share shall be entitled to 1,000
votes on all matters submitted to a vote of the stockholders of the Company, and
Preferred Shares shall generally vote together as one class with the Common
Stock and any other capital stock on all matters submitted to a vote of
stockholders of the Company.
The offer and sale of the Preferred Shares issuable upon exercise of the
Rights will be registered with the Securities and Exchange Commission and such
registration will not be effective until the Rights become exercisable.
Antidilution and Other Adjustments. The number of one one-thousandths of a
Preferred Share or other securities or property issuable upon exercise of the
Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common
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Shares or subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Exchange Option. At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares of the Company and before the acquisition by a person
or group of 50% or more of the outstanding Common Shares of the Company, the
Board of Directors may, at its option, issue Common Shares in mandatory
redemption of, and in exchange for, all or part of the then outstanding and
exercisable Rights (other than Rights owned by such person or group which would
become null and void) at an exchange ratio of one Common Share for each Right,
subject to adjustment.
Redemption of Rights. At any time prior to a person or group becoming the
beneficial owner of 15% or more of the outstanding Common Shares, the Board of
Directors of the Company may redeem all but not less than all the then
outstanding Rights at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon the action of the Board of Directors ordering
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.
No Rights as Stockholder. 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.
Amendment of Rights. The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
except that after the first public announcement that a person has become an
Acquiring Person, no such amendment may materially and adversely affect the
interests of the holders of the Rights. In addition, the Board of Directors may
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person from 15% to no less than 10% of the outstanding
Common Shares, except that the Board of Directors may not cause a person or
group to become an Acquiring Person by lowering this threshold below the
percentage interest that such person or group already owns.
B. Bylaw Amendments
The Board of Directors approved a number of amendments to the Company's
Bylaws on May 25, 2001. The amendments provide for, among other things: an
increase in the advance notice period for stockholder proposals and director
nominees along with a requirement that certain information regarding the
proposal or director nominee, as applicable, be provided to the Company with the
stockholder notice; a prohibition on the introduction of new matters by
stockholders to be considered at a meeting that has been adjourned; limitations
on the calling of special meetings; limitations on the timing of stockholder
notices in connection with proposals for director nominees in the event of an
increase in the size of the Board of Directors; a two-thirds voting requirement
for amendments to the Bylaws by stockholders; a prior notice requirement and
procedure for setting the record date for stockholder proposals and director
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nominees when such action is proposed to be taken by written consent of the
stockholders without a meeting; and various other provisions. The amendments to
the Bylaws are effective as of May 25, 2001.
In connection with the execution and delivery of the Rights Agreement and
the adoption of the Amended and Restated Bylaws, the Company issued the press
release filed herewith as Exhibit 99.
The foregoing description of the Rights and the Bylaw amendments does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, the form of Right Certificate, the form of
Summary of Rights to Purchase Preferred Shares, and the Amended and Restated
Bylaws, filed as exhibits hereto and incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits as follows:
3(ii) Bylaws of Patina Oil & Gas Corporation, as amended and restated as of
May 25, 2001.
4.1 Rights Agreement, dated as of May 25, 2001, between the Company and
Mellon Investor Services LLC, as Rights Agent, specifying the terms of
the Rights, which includes the form of Certificate of Designations of
Series A Junior Participating Preferred Stock as Exhibit A, the form
of Right Certificate as Exhibit B and the form of the Summary of
Rights to Purchase Preferred Shares as Exhibit C.*
4.2 Form of Certificate of Designations of Series A Junior Participating
Preferred Stock (included as Exhibit A to the Rights Agreement filed
as Exhibit 4.1 hereto) setting forth the terms of the Series A Junior
Participating Preferred Stock, par value $.01 per share.*
4.3 Form of Right Certificate (included as Exhibit B to the Rights
Agreement filed as Exhibit 4.1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered until as
soon as practicable after the Distribution Date.*
4.4 Form of Summary of Rights to Purchase Preferred Shares (included as
Exhibit C to the Rights Agreement filed as Exhibit 4.1 hereto) which,
together with certificates representing the outstanding Common Shares
of the Company, shall represent the Rights prior to the Distribution
Date.*
99 Press release, dated May 25, 2001.
* Incorporated by reference to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on May 25,
2001 (File No. 001-14344).
All other items of this report are inapplicable.
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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 report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: May 25, 2001
PATINA OIL & GAS CORPORATION
By: /s/ Thomas J. Edelman
--------------------------------------------
Name: Thomas J. Edelman
Title: Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------------------------------------------------------------
3(ii) Bylaws of Patina Oil & Gas Corporation, as amended and restated
as of May 25, 2001.
4.1 Rights Agreement, dated as of May 25, 2001, between the Company
and Mellon Investor Services LLC, as Rights Agent, specifying the
terms of the Rights, which includes the form of Certificate of
Designations of Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the
form of the Summary of Rights to Purchase Preferred Shares as
Exhibit C.*
4.2 Form of Certificate of Designations of Series A Junior
Participating Preferred Stock (included as Exhibit A to the
Rights Agreement filed as Exhibit 4.1 hereto) setting forth the
terms of the Series A Junior Participating Preferred Stock, par
value $.01 per share.*
4.3 Form of Right Certificate (included as Exhibit B to the Rights
Agreement filed as Exhibit 4.1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered until
as soon as practicable after the Distribution Date.*
4.4 Form of Summary of Rights to Purchase Preferred Shares (included
as Exhibit C to the Rights Agreement filed as Exhibit 4.1 hereto)
which, together with certificates representing the outstanding
Common Shares of the Company, shall represent the Rights prior to
the Distribution Date.*
99 Press release, dated May 25, 2001.
* Incorporated by reference to the Company's Registration Statement
on Form 8-A filed with the Securities and Exchange Commission on
May 25, 2001 (File No. 001-14344).
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