UNITED STATES
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
February 23, 2002
(Date of report)
Helmerich & Payne, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-4221 73-0679879
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Utica at Twenty-First Street
Tulsa, Oklahoma 74114
(Address of principal executive offices, including zip code)
(918) 742-5531
(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure
Merger Agreement
On February 23, 2002, Key Production Company, Inc. ("Key"),
Helmerich & Payne, Inc., a Delaware corporation ("H&P"), Helmerich & Payne
Exploration and Production Co., a Delaware corporation and a wholly owned
subsidiary of H&P ("Spinco") and Mountain Acquisition Co., a Delaware
corporation and a wholly owned subsidiary of Spinco ("Merger Sub"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to
the Merger Agreement and other related transaction documents, as more fully
described in the press release attached as Exhibit 99.1 and incorporated
herein by reference, (i) H&P will transfer to Spinco certain assets
primarily related to the oil and gas exploration, production, marketing and
sales operations of H&P, (ii) Spinco will assume certain liabilities of H&P
and (iii) H&P will distribute to its shareholders approximately 0.53 shares
of Spinco common stock for each share of H&P common stock (the "Spin-off").
Immediately thereafter, Merger Sub will be merged with and into Key, with
Key as the surviving corporation (the "Merger"). In connection with the
Merger, the stockholders of Key will receive one share of Spinco common
stock for each share of Key common stock they own immediately prior to the
Merger, as set forth in the Merger Agreement. Upon completion of the
transaction, holders of H&P common stock will own 65.25 percent and Key
shareholders will own 34.75 percent of the common stock of Spinco, in each
case on a fully diluted basis.
The Merger Agreement has been approved by the respective Boards of
Directors of Key and H&P. The Spin-off is subject to, among other things,
receipt of a ruling from the Internal Revenue Service to the effect that
the Spin-off is tax-free. The Merger is subject to, among other things, the
completion of the Spin-off, the approval of the stockholders of Key, and
the receipt of opinions of counsel of each of Key and H&P to the effect
that the Merger is tax-free.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99.1 Joint Press Release of Key Production Company,
Inc. and Helmerich & Payne, Inc., dated
February 25, 2001
SIGNATURES
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 hereunto duly authorized.
HELMERICH & PAYNE
By: /s/ Steven R. Mackey
-----------------------------------
Name: Steven R. Mackey
Title: Vice President, General
Counsel and Secretary
Dated: February 25, 2002
Exhibit Index
Exhibit
Number Description
99.1 Joint Press Release of Key Production Company, Inc. and
Helmerich & Payne, Inc., dated February 25, 2001
Exhibit 99.1
HELMERICH & PAYNE TO SPIN-OFF OIL & GAS DIVISION;
DIVISION TO COMBINE WITH KEY PRODUCTION CO.
Helmerich & Payne, Inc. ("H&P")(NYSE: HP) and Key Production
Company, Inc. ("Key") (NYSE: KP) announced today that they have signed
definitive agreements that provide for Helmerich & Payne to spin off its
Oil and Gas Division to its shareholders and for this business to be
combined with Key. The combined company, to be named Cimarex Energy
Co., will be a new publicly-traded exploration and production
company that, based on Key's current share price, will have a pro forma
equity market value of approximately $600 million.
Under the terms of the various agreements, H&P will incorporate
and spin off its Oil and Gas Division as a separate public company
("Cimarex") and distribute to the H&P shareholders all of the then
outstanding common shares of Cimarex. A wholly-owned subsidiary of Cimarex
will then merge with and into Key in a stock-for-stock transaction. In the
spin-off, H&P shareholders will receive approximately 0.53 shares of
Cimarex common stock for each share of H&P common stock, and in the merger,
Key shareholders will receive one share of Cimarex common stock for each
share of Key common stock. Upon completion of the transactions, holders of
H&P outstanding common stock will own 65.25 percent of the common stock of
Cimarex and Key shareholders will own 34.75 percent, in each case on a
diluted basis.
Executive Comments
Hans Helmerich, CEO of H&P, noted: "We are very excited about this
transaction, which will create a dynamic new independent oil and gas
company. Cimarex will be well positioned for growth with a strong balance
sheet to complement its skilled management team and robust portfolio of
opportunities. H&P shareholders will now have additional flexibility in
their holdings: shares of a pure-play drilling company and shares of an oil
and gas enterprise, both with management teams that will be able to focus
exclusively on their respective businesses."
F.H. (Mick) Merelli, Chairman and CEO of Key added, "Combining our
company with H&P's high quality gas-oriented asset base and strong
technical talent represents a unique opportunity, resulting in a new
company that is well positioned financially and organizationally to be a
top competitor. Because of our asset overlap, our low debt, and our common
business philosophies, Cimarex will be able to hit the ground running. We
intend to profitably grow Cimarex's proved reserves and production through
a balanced mix of exploration, exploitation and acquisitions. At the same
time, we will keep a keen eye on the economics of our activity and measure
our overall progress based on per-share results."
Mick Merelli will be Chairman, CEO, and President of Cimarex and
H&P Vice President of E&P, Steve Shaw, will become Executive Vice President
of Cimarex. The remainder of the executive team will include three
representatives from H&P and four from Key. The Cimarex board of directors
will consist of nine members, including five H&P designees and four Key
designees. Corporate headquarters for Cimarex will be in Denver,
operational headquarters will be located in Tulsa. It is expected that
substantially all of the current employees of Key and H&P's Oil and Gas
Division will become employees of Cimarex.
Combining recently reported financial and operating information
for H&P's Oil and Gas Division and Key, other pro forma composite
statistics for Cimarex include:
o Proved reserves of 392 billion cubic feet equivalent
("bcfe") as of December 31, 2001, of which 78% is natural
gas and 98% is proved developed;
o EBITDAX for the twelve months ended December 31, 2001, of
approximately $226 million; o Estimated pro forma combined
production for 2002 of approximately 190 million cubic
feet equivalent per day;
o Fiscal 2002 combined capital budget of $110 - $115 million;
o Production operations that are concentrated 64% in the
Mid-Continent region, primarily in Oklahoma and Kansas;
o An attractive inventory of exploratory drilling
opportunities located principally in the Mid-Continent
region and the onshore coastal areas of Texas and Louisiana.
Transaction Details
The boards of directors of H&P and Key have each unanimously
approved the contemplated transaction. The transaction will close after
receipt of necessary Key shareholder and regulatory approvals, including
the receipt of a favorable letter ruling from the Internal Revenue Service.
Closing will likely occur in the third calendar quarter of 2002. Approval
of the transaction by H&P's shareholders will not be required. Subject to a
favorable IRS ruling, it is anticipated that the transaction will be tax
free to H&P and will be tax deferred to the shareholders of H&P and Key.
Application will be made for Cimarex shares to be listed on the New York
Stock Exchange.
Because H&P shareholders will own a majority of the shares of
Cimarex after the merger, it is anticipated that the surviving accounting
entity for financial reporting purposes will be H&P's Oil and Gas Division
and the merger will be accounted for as a purchase of Key by H&P's Oil and
Gas Division. Although not a condition to the merger, it is also expected
the combined entity will seek to change its method of accounting for oil
and gas properties to "full cost" from the "successful efforts" method
currently utilized by H&P. Cimarex also plans to change to a fiscal year
that ends on December 31 versus the September 30 year-end presently used by
H&P.
Petrie Parkman & Co. was financial adviser to H&P for this
transaction. Merrill Lynch & Co. acted as the financial adviser to Key and
provided a fairness opinion regarding the Merger. Legal advisers included
Skadden, Arps, Slate, Meagher & Flom LLP for H&P and Shearman & Sterling
and Holme Roberts & Owen for Key.
Key also announced today that its board of directors has adopted a
shareholder rights plan. In adopting the plan, the board declared a
dividend distribution of one common share purchase right for each
outstanding share of common stock of Key, payable to stockholders of record
at the close of business on March 7, 2002.
Helmerich & Payne, Inc
H&P officers, other than Steve Shaw, will continue in their
current positions with H&P and all H&P assets, other than those directly
associated with H&P's oil and gas division, will remain with H&P Inc. H&P
also released EBITDA and earnings ranges for FY 2003 and FY 2004,
anticipating the spin/merge to be completed during the last quarter of FY
2002. Ranges of estimates are based on average U.S. land rig dayrates (for
Case 1) of approximately $11,000 per day, held flat, and (for Case 2) an
improving dayrate over the 2 year period, reaching an average of
approximately $14,000 per day for FY 2004. Estimates assume the completion
of the Company's current FlexRig III construction program, with 10 rigs
being completed in FY 2002 and 15 being completed in FY 2003.
Given these assumptions, Case 1 EBITDA estimates are $3.00 and
$3.13 per share for 2003 and 2004, respectively, and net income estimates
are $.84 and $.80 per share for 2003 and 2004. Case 2 EBITDA estimates are
$3.50 and $4.70 per share for 2003 and 2004, respectively, and net income
estimates of $1.14 and $1.75 per share for 2003 and 2004.
Conference Call
H&P and Key will hold a joint conference call/webcast to discuss
the transaction this afternoon at 2:30 EST (1:30 CST). To listen, please
call 1-800-881-5262 or go to www.hpinc.com or www.keyproduction.com.
H&P is an energy-oriented company engaged in contract drilling and
oil and gas exploration and production. Currently, H&P has 58 U.S. land
rigs, ten U.S. platform rigs located in the Gulf of Mexico, and 33 rigs
located in South America. Additionally, the Company has two offshore
platform rigs under construction and plans for construction of 25 FlexRigs
to be completed over the next 18 to 24 months.
Key is a Denver-based independent natural gas and crude oil
exploration and production company with operations focused in western
Oklahoma, the Gulf Coast, California and the Rocky Mountain region.
FORWARD-LOOKING STATEMENTS
It should be noted that this announcement contains certain
statements that may be deemed to be "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, without limitation, statements
regarding the consummation of the proposed spin-off and merger, its effect
on future earnings, cash flow or other operating results, the expected
closing date of the proposed spin-off and merger, any other effect or
benefit of the proposed spin-off and merger, the tax treatment of the
proposed spin-off and merger and the combined company, market prospects,
and any other statements that are not historical facts. H&P and Key
strongly encourage readers to note that some or all of the assumptions upon
which such forward-looking statements are based are beyond their ability to
control or estimate precisely, and may in some cases be subject to rapid
and material changes. Such assumptions include but are not limited to costs
and difficulties related to the integration of the businesses, costs,
delays and other difficulties related to the proposed spin-off and merger,
closing conditions not being satisfied, general market conditions
prevailing in the exploration for and development and production of oil and
gas (including inflation or lack of availability of goods and services,
environmental risks, drilling risks and regulatory changes), operating
hazards and delays, actions by customers and other third parties, the
future price of oil and gas, and other factors detailed in H&P's and Key's
filings with the Securities and Exchange Commission (the "SEC"), which are
available free of charge on the SEC's website at www.sec.gov. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated. H&P and Key undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed spin-off and merger, Key and
Cimarex will file a proxy statement/prospectus with the SEC. Investors and
security holders are urged to carefully read the proxy statement/prospectus
regarding the proposed transaction when it becomes available, because it
will contain important information. Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when it is available)
and other documents containing information about Key and H&P's oil and gas
division, without charge, at the SEC's web site at www.sec.gov. Copies of
the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus may also be
obtained for free by directing a request to either: Key Production Company,
Inc., 707 Seventeenth Street, Suite 3300, Denver, Colorado 80202,
Attention: Sharon M. Pope, Assistant Corporate Secretary; telephone
303-295-3995, fax: 303-295-3494, or Helmerich & Payne, Inc, Utica at
Twenty-First Street, Tulsa, Oklahoma 74114, Attention: Steven R. Mackey,
Corporate Secretary; telephone 918-742-5531, fax 918-743-2671.
PARTICIPANTS IN SOLICITATION
H&P, Cimarex, Key and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from Key's shareholders in connection with the proposed merger. Information
concerning Key's participants in the solicitation is set forth in Key's
proxy statement dated April 26, 2001, which is filed with the SEC. Hans
Helmerich, Douglas E. Fears and Steven R. Mackey are currently directors of
Cimarex, and each of them and Steven R. Shaw are currently officers of
Cimarex (the "Cimarex Participants"). None of the Cimarex Participants
beneficially owns any shares of Cimarex common stock. The Cimarex
Participants are all executive officers of H&P. Information concerning
H&P's participants in the solicitation is set forth in H&P's proxy
statement dated January 25, 2002, which is filed with the SEC. Key's
shareholders may obtain additional information about the interests of all
such participants in the proposed merger by reading the proxy
statement/prospectus when it becomes available. Investors should read the
proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions.
Contacts: Helmerich & Payne, Inc
Doug Fears
(918) 748-5208
Key Production Company
Paul Korus
(303) 295-3995