Microsoft Word 10.0.4524;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): March 11, 2003
QUICKSILVER RESOURCES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
001-14837 75-2756163
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(Commission File Number) (IRS Employer Identification No.)
777 West Rosedale Street
Fort Worth, Texas 76104
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (817) 665-5000
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On March 11, 2003, our board of directors declared a dividend distribution
of one preferred share purchase right for each outstanding share of our common
stock. The dividend is payable to our stockholders of record on March 26, 2003,
and with respect to our common shares issued thereafter until the distribution
date described below. Except as set forth below, each right, when it becomes
exercisable, entitles the registered holder to purchase from us one
one-thousandth of a share of Series A Junior Participating Preferred Stock, at a
price of $100.00 per one one-thousandth of a preferred share, subject to
adjustment. The description and terms of the rights are set forth in a rights
agreement we entered into as of March 11, 2003, with Mellon Investor Services
LLC, as rights agent.
Initially, the rights will be attached to all certificates representing our
outstanding common shares, and no separate right certificates will be
distributed. The rights will separate from the common shares and right
certificates will be distributed on a distribution date, which will be the
earlier to occur of
o the first date of public announcement of a person or group of affiliated or
associated persons having acquired beneficial ownership of 15% or more of
our outstanding common shares, except pursuant to a permitted offer or if
such person or group is a grandfathered stockholder; or
o 10 days, or such later date as our board may determine, following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would result in a person or group
becoming an acquiring person.
A person or group whose acquisition of our common shares causes a
distribution date is an "acquiring person." Members of the Darden family, who
currently own, directly or indirectly, approximately 47% of our outstanding
common shares, are excluded from the definition of acquiring person and are
considered grandfathered stockholders. The first date of public announcement
that a person or group has become an acquiring person is referred to as the
shares acquisition date in the rights agreement.
The rights agreement provides that, until the distribution date, the rights
will be transferred with and only with our common shares. Until the distribution
date, or earlier redemption or expiration of the rights, new common share
certificates issued after the record date upon transfer or new issuance of our
common shares will contain a notation incorporating the rights agreement by
reference. Until the distribution date, or earlier redemption or expiration of
the rights, the surrender for transfer of any certificates for our common shares
outstanding as of the record date, even without such notation, 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 will be mailed to
holders of record of our common shares as of the close of business on the
distribution date, and to each initial record holder of our common shares issued
after the distribution date, and such separate right certificates alone will
evidence the rights.
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The rights are not exercisable until the distribution date and will expire
at the close of business on March 11, 2013, unless earlier redeemed or exchanged
by us.
If any person or group becomes an acquiring person, except pursuant to a
tender or exchange offer which is for all of our outstanding common shares at a
price and on terms which a majority of our board determines to be adequate and
in our best interests and in the best interests of our stockholders and other
relevant constituencies, other than such acquiring person, its affiliates and
associates, each holder of a right will thereafter have the "flip-in" right to
receive upon exercise the number of common shares or of one one-thousandth of a
share of preferred shares, or, in specified circumstances, other of our
securities having a value, immediately prior to such triggering event, equal to
two times the exercise price of the right. Following the occurrence of the event
described above, all rights that are, or, under circumstances specified in the
rights agreement, were, beneficially owned by any acquiring person or any
affiliate or associate of such acquiring person will be void.
If at any time following the shares acquisition date,
o we are acquired in a merger or other business combination transaction in
which the holders of all of our outstanding common shares immediately prior
to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or
o more than 50% of our assets or earning power is sold or transferred,
then each holder of a right, except rights which previously have been voided,
will thereafter have the "flip-over" right to receive, upon exercise, common
shares of the acquiring company having a value equal to two times the exercise
price of the right. 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.
The purchase price payable, and the number of preferred shares, common
shares or other securities issuable, upon exercise of the rights are subject to
adjustment from time to time to prevent dilution
o in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the preferred shares,
o upon the grant to holders of the preferred shares of certain rights or
warrants to subscribe for or purchase preferred shares at a price, or
securities convertible into preferred shares with a conversion price, less
than the then current market price of the preferred shares, or
o upon the distribution to holders of the preferred shares of evidences of
indebtedness or assets, excluding regular quarterly cash dividends, or of
subscription rights or warrants, other than those referred to above.
The purchase price and number of outstanding rights are also subject to
adjustment in the event of a stock split of our common shares or a stock
dividend on our common shares payable
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in common shares or subdivisions, consolidations or combinations of our common
shares occurring, in any such case, prior to the distribution date.
Preferred shares purchasable upon exercise of the rights will not be
redeemable. Each preferred share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but, if greater, will be entitled
to an aggregate dividend per share of 1,000 times the dividend declared per
common share. In the event of liquidation, the holders of the preferred shares
will be entitled to a minimum preferential liquidation payment of $1,000 per
share; thereafter, and after the holders of the common shares receive a
liquidation payment of $1.00 per share, the holders of the preferred shares and
the holders of the common shares will share the remaining assets in the ratio of
1,000 to 1, as adjusted, for each preferred share and common share so held,
respectively. Each preferred share will have 1,000 votes, voting together with
the common shares. Finally, in the event of any merger, consolidation or other
transaction in which common shares are exchanged, each preferred share will be
entitled to receive 1,000 times the amount received per common share. These
rights are protected by customary antidilution provisions. In the event that the
amount of accrued and unpaid dividends on the preferred shares is equivalent to
six full quarterly dividends or more, the holders of the preferred shares shall
have the right, voting as a class, to elect two directors in addition to the
directors elected by the holders of the common shares until all cumulative
dividends on the preferred shares have been paid through the last quarterly
dividend payment date or until non-cumulative dividends have been paid regularly
for at least one year.
With specified 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 preferred shares will be issued, other than
fractions which are one one-thousandth or integral multiples of one
one-thousandth of a preferred share, which may, at the election of our board, be
evidenced by depositary receipts, and, in lieu thereof, an adjustment in cash
will be made based on the market price of the preferred shares on the last
trading day prior to the date of exercise.
At any time prior to the earlier to occur of
o a person becoming an acquiring person, or
o the expiration of the rights,
we may redeem the rights in whole, but not in part, at a price of $0.01 per
right, which redemption will be effective upon the action of our board.
Additionally, following the shares acquisition date, we may redeem the then
outstanding rights in whole, but not in part, at the redemption price, provided
that such redemption is in connection with a merger or other business
combination transaction or series of transactions involving us in which all
holders of our common shares are treated alike but not involving an acquiring
person or its affiliates or associates.
At any time after any person or group becomes an acquiring person and prior
to the acquisition by such person or group of 50% or more of our outstanding
common shares, our board may exchange the rights, other than rights owned by the
acquiring person, which will have
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become void, in whole or in part, at an exchange ratio of one common share, or
one one-thousandth of a preferred share, or of a share of a class or series of
our preferred stock having equivalent rights, preferences and privileges, per
right, subject to adjustment.
All of the provisions of the rights agreement may be amended by our board
prior to the distribution date. After the distribution date, the provisions of
the rights agreement may be amended by our board only in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of rights, excluding the interests of any
acquiring person, or, subject to specified limitations, to shorten or lengthen
any time period under the rights agreement.
Until a right is exercised or exchanged, its holder, as such, will have no
right to vote or receive dividends and will have no other rights as one of our
stockholders. While the distribution of the rights will not be taxable to our
stockholders, our stockholders may, depending upon the circumstances, recognize
taxable income should the rights become exercisable or upon the occurrence of
certain events thereafter.
A copy of the rights agreement has been filed with the Securities and
Exchange Commission as an exhibit to our registration statement on Form 8-A
dated March 14, 2003. A copy of the rights agreement is available free of charge
from us. This summary description of the rights does not purport to be complete
and is qualified in its entirety by reference to the rights agreement, which is
incorporated by reference into this current report on Form 8-K.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Rights Agreement, dated as of March 11, 2003, between Quicksilver
Resources Inc. and Mellon Investor Services LLC, as Rights Agent,
which includes the form of Certificate of Designation of Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B, and
the Summary of Rights to Purchase Preferred Shares as Exhibit C
(Incorporated by reference to Exhibit 4.1 to Quicksilver's Form 8-A
dated and filed as of March 14, 2003).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 14, 2003 QUICKSILVER RESOURCES INC.
By: /s/ Bill Lamkin
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Bill Lamkin
Executive Vice President and
Chief Financial Officer
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Exhibit
Number Description
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4.1 Rights Agreement, dated as of March 11, 2003, between Quicksilver
Resources Inc. and Mellon Investor Services LLC, as Rights Agent,
which includes the form of Certificate of Designation of Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C
(Incorporated by reference to Exhibit 4.1 to Quicksilver's Form 8-A
dated and filed as of March 14, 2003).
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