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) April 3, 2002
--------------------------------
VINTAGE PETROLEUM, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10578 73-1182669
--------------- ---------------- ------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number Identification No.)
incorporation)
110 West Seventh Street, Tulsa, Oklahoma 74119
---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 592-0101
-----------------------------
Not applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
------------
On March 16, 1999, the Board of Directors of Vintage Petroleum, Inc.
(the "Corporation") declared a dividend distribution of one preferred
share purchase right (a "Right") for each outstanding share of Common
Stock, par value $.005 per share, of the Corporation (the "Common
Shares") to stockholders of record on April 5, 1999 (the "Record
Date"). Each Common Share issued after the Record Date has also been
issued a Right. The description and terms of the Rights are set forth
in a Rights Agreement, dated as of March 16, 1999, between the
Corporation and Mellon Investor Services LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent.
On April 3, 2002, the Corporation and the Rights Agent executed the
First Amendment to Rights Agreement (the "Amendment"). As more fully
set forth in the Amendment, the Amendment, among other things, amends
the Rights Agreement to lower the threshold at which a person becomes
an Acquiring Person (as defined in the Rights Agreement, as amended by
the Amendment) and triggers the rights plan from 15% to 10%.
A copy of the Amendment has been filed with the Securities and
Exchange Commission as an Exhibit to the Corporation's Amendment No. 1
to Registration Statement on Form 8-A dated April 3, 2002. A copy of
the Amendment is available free of charge from the Corporation. This
summary description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which
is hereby incorporated herein by reference.
The press release issued by the Corporation on April 3, 2002, with
respect to the Amendment, is attached hereto as an exhibit and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
4.1 First Amendment to Rights Agreement, dated as of April 3,
2002, between the Corporation and Mellon Investor Services
LLC (formerly known as ChaseMellon Shareholder Services,
L.L.C.), as Rights Agent (Incorporated herein by reference
to the Corporation's Amendment No. 1 to Registration
Statement on Form 8-A, dated April 3, 2002).
99.1 Press release dated April 3, 2002, issued by the
Corporation.
-2-
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.
VINTAGE PETROLEUM, INC.
Date: April 3, 2002 By: /s/ Michael F. Meimerstorf
------------------------------
Michael F. Meimerstorf
Vice President and Controller
-3-
Exhibit Index
Exhibit
Number Description
------ ----------------------------------------------------------------------
4.1 First Amendment to Rights Agreement, dated as of April 3, 2002,
between the Corporation and Mellon Investor Services LLC (formerly
known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent
(Incorporated herein by reference to the Corporation's Amendment No. 1
to Registration Statement on Form 8-A, dated April 3, 2002).
99.1 Press release dated April 3, 2002, issued by the Corporation.