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: September 20, 2002
HELMERICH & PAYNE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-4221 73-0679879
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
Utica at Twenty-first Street, Tulsa, Oklahoma 74114
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(Address of principal executive offices) (Zip Code)
(918) 742-5531
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages.
Item 5. Other Events and Regulation FD Disclosure.
On September 20, 2002, Helmerich & Payne, Inc. issued the following
press release:
"TULSA, OK.,- Helmerich & Payne, Inc. (HP/NYSE) announced
today that its Board of Directors has fixed the close of business on
September 27, 2002 as the record date for determining the holders of
record of Helmerich & Payne common stock entitled to receive the
spin-off distribution of Cimarex Energy Co. common stock. The payment
date for the distribution will be September 30, 2002, subject to the
satisfaction or waiver of all conditions to the spin-off. As previously
announced, immediately following the spin-off, a subsidiary of Cimarex
will merge with Key Production Company, Inc. (KP/NYSE), with Key
thereby becoming a wholly-owned subsidiary of Cimarex. The shareholders
of Key approved the proposed merger with Cimarex at a special
shareholders' meeting held earlier today.
In the spin-off, holders of Helmerich & Payne common stock
will receive approximately [0.532] of a share of Cimarex common stock
for each share of Helmerich & Payne common stock. The final spin-off
ratio will be determined after the record date. Cash will be paid in
lieu of fractional shares in the spin-off. In the merger, holders of
Key common stock will receive one share of Cimarex common stock for
each share of Key common stock.
The NYSE has advised Helmerich & Payne that sellers of
Helmerich & Payne common stock "regular way" on the NYSE on or after
September 25, 2002 and prior to October 1, 2002 will be required to
provide due bills and deliver the Cimarex common stock they receive in
the spin-off to the purchasers of such Helmerich & Payne common stock.
The NYSE has further advised Helmerich & Payne that the
"ex-distribution" date for the Cimarex spin-off distribution will be
October 1, 2002. Shareholders are encouraged to consult with their
financial advisors regarding the trading policies and practices of the
NYSE relating to the Cimarex spin-off.
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.
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Such forward-looking statements include, without limitation, statements
regarding the consummation of the proposed spin-off and merger, the
expected closing date of the proposed spin-off and merger, any other
effect or benefit of the proposed spin-off and merger, and any other
statements that are not historical facts. Helmerich & Payne strongly
encourages readers to note that some or all of the assumptions upon
which such forward-looking statements are based are beyond its 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, delays and other difficulties related to the
proposed spin-off and merger, closing conditions not being satisfied,
and other factors detailed in Helmerich & Payne's and Cimarex'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. Helmerich & Payne undertakes 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, Cimarex
filed with the SEC on May 9, 2002, a Registration Statement No.
333-87948 on Form S-4. This Registration Statement was declared
effective by the SEC on August 21, 2002. Investors and security holders
are urged to carefully read the Registration Statement regarding the
proposed transaction because it contains important information.
Investors and security holders may obtain a free copy of the
Registration Statement and other documents containing information about
Key and Cimarex, without charge, at the SEC's web site at www.sec.gov.
Copies of the Registration Statement and the SEC filings incorporated
by reference therein 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."
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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, thereunto duly authorized.
HELMERICH & PAYNE, INC.
(Registrant)
By: /s/ STEVEN R. MACKEY
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Name: Steven R. Mackey
Title: Vice President
Dated: September 20, 2002
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