8-K

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

Date of Report (Date of earliest event reported): February 1, 2010

ENCORE ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-16295	75-2759650
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

777 Main Street, Suite 1400, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 877-9955

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

     On February 1, 2010, Encore Acquisition Company (“EAC”) issued a press release providing, among other things, (1) estimated proved oil and natural gas reserves as of December 31, 2009 and (2) certain fourth quarter operating results. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

     The information being furnished pursuant to Item 2.02 of this Form 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

     EAC’s total proved oil and natural gas reserves as of December 31, 2009 were 220.3 million barrels of oil equivalent (“MMBOE”), consisting of 147.1 million barrels of crude oil, condensate, and natural gas liquids and 439.1 billion cubic feet of natural gas. EAC produced 15.7 MMBOE during 2009, averaging 45,143 barrels of oil equivalent per day during the fourth quarter of 2009.

     At December 31, 2009, oil reserves accounted for 67 percent of EAC’s total proved reserves, and 80 percent of EAC’s total proved reserves are developed.

     The following table summarizes the changes in proved reserves during 2009 (in thousands of barrels of oil equivalent):

Reserves at December 31, 2008	185,705
Purchases of minerals-in-place	24,078
Sales of minerals-in-place	(117	)
Extensions and discoveries	21,502
Revisions	4,774
Production	(15,669	)
Reserves at December 31, 2009	220,273

     Based on the average NYMEX oil price of $75.98 per barrel for the fourth quarter of 2009, EAC’s wellhead differential was negative $8.04 per barrel for the quarter. Based on the average NYMEX natural gas price of $4.17 per thousand cubic feet (“Mcf”) for the fourth quarter of 2009, EAC’s wellhead differential was positive $0.49 per Mcf for the quarter.

     In the press release, EAC uses the financial measure of PV-10 Value. PV-10 Value is the present value of estimated future revenues expected to be generated from the production of proved reserves, net of estimated future production and development costs, using prices and costs as of the date of estimation without future escalation, without giving effect to commodity derivative activities, non-property related expenses such as general and administrative expenses, debt service, depletion, depreciation, and amortization, and income taxes, discounted at an annual rate of 10 percent.

     EAC’s oil and natural gas reserves and related PV-10 Value are derived from the reports of Miller and Lents, Ltd., an independent petroleum engineering firm.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

99.1	Press Release dated February 1, 2010 (furnished pursuant to Item 2.02 of this Form 8-K).
99.2	Consent of Miller and Lents, Ltd.

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 hereunto duly authorized.

	ENCORE ACQUISITION COMPANY
Date: February 1, 2010	By:	/s/ Andrea Hunter
	Andrea Hunter
	Vice President, Controller, and Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 1, 2010.
99.2	Consent of Miller and Lents, Ltd.

EX-99.1

Exhibit 99.1

Encore Acquisition Company Announces Year-End Proved
Reserves and Certain Fourth Quarter 2009 Operating Results

FORT WORTH, Texas – (BUSINESS WIRE) – February 1, 2010 — Encore Acquisition Company (NYSE: EAC) (“Encore” or the “Company”) today announced year-end 2009 reserves and certain fourth quarter 2009 operating results.

Proved Reserves

Total proved oil and natural gas reserves at December 31, 2009 were 220.3 million barrels of oil equivalent (“BOE”), consisting of 147.1 million barrels of crude oil, condensate, and natural gas liquids and 439.1 billion cubic feet of natural gas. Proved reserves were calculated utilizing twelve month average prices during 2009, or $61.18 per Bbl of oil and $3.83 per Mcf of natural gas. Prior year proved reserves were calculated based on year-end 2008 spot market prices of $44.60 per Bbl of oil and $5.62 per Mcf of natural gas.

Using 2009 average prices, the estimated discounted net present value of Encore’s proved oil and natural gas reserves, before projected income taxes and net abandonment costs, using a 10 percent per annum discount rate (“PV-10 Value”) was approximately $2.1 billion at December 31, 2009, as compared to a PV-10 value of approximately $1.4 billion at December 31, 2008 using unescalated year-end 2008 prices.

At December 31, 2009, oil reserves accounted for 67 percent of total proved reserves, and 80 percent of total proved reserves are developed. The following table summarizes the changes in proved reserves:

	MBOE
Reserves at December 31, 2008		185,705
Purchases of minerals-in-place		24,078
Sales of minerals-in-place		(117	)
Extensions and discoveries		21,502
Revisions of previous estimates		4,774
Production		(15,669	)
Reserves at December 31, 2009		220,273

Encore’s proved reserve estimates for 100 percent of its properties were prepared by independent petroleum engineers.

Fourth Quarter Operating Results

Encore’s fourth quarter production averaged 45,143 BOE per day, consisting of 27,913 Bbls of oil per day and 103,382 Mcf of natural gas per day. This represents an increase of eight percent over the 41,824 BOE per day produced in the fourth quarter of 2008.

NYMEX oil prices averaged $75.98 per Bbl for the fourth quarter of 2009, and Encore’s wellhead differential was a negative $8.04 per Bbl for the quarter. This represents a tightening in the differential of $3.85 per Bbl from the $11.89 per Bbl differential in the fourth quarter of 2008.

NYMEX natural gas prices averaged $4.17 per Mcf for the fourth quarter of 2009, and the Company’s wellhead differential was a positive $0.49 per Mcf for the quarter as compared to a negative $0.99 per Mcf in the fourth quarter of 2008.

Costs Incurred

During 2009, the Company completed 120 gross wells (48.9 net). The following table summarizes Encore’s costs incurred related to oil and natural gas properties for the periods indicated:

	Year Ended December 31,
	2009		2008
	(in thousands)
Acquisitions:
Proved properties	$	402,457	$	28,840
Unproved properties		17,087		128,635
Total acquisitions		419,544		157,475
Development:
Drilling and exploitation		121,259		362,609
Total development		121,259		362,609
Exploration:
Drilling		163,887		252,104
Geological and seismic		1,022		2,851
Delay rentals		774		1,482
Total exploration		165,683		256,437
Total costs incurred	$	706,486	$	776,521

The amounts provided in this press release are subject to change after review and audit of the Company’s financial statements.

About the Company

Encore Acquisition Company is engaged in the acquisition and development of oil and natural gas reserves from onshore fields in the United States. Since 1998, Encore has acquired producing properties with proven reserves and leasehold acreage and grown the production and proven reserves by drilling, exploring, reengineering or expanding existing waterflood projects, and applying tertiary recovery techniques.

Additional Information

As previously announced on November 1, 2009, Encore entered into a definitive merger

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agreement with Denbury Resources Inc. (“Denbury”) pursuant to which Denbury will acquire Encore (the “transaction”). The combined company will continue to be known as Denbury Resources Inc. and will be headquartered in Plano, Texas. The Boards of Directors of both companies have unanimously approved the merger agreement, and each has recommended approval of the transaction to its respective stockholders. Completion of the transaction is subject to the approval of both Denbury and Encore stockholders, regulatory approvals, and other customary conditions. The transaction is expected to close in the first quarter of 2010.

In connection with the transaction, Denbury and Encore will file a joint proxy statement/prospectus and other documents with the Securities and Exchange Commission (“SEC”). Investors and security holders are urged to carefully read the definitive joint proxy statement/prospectus when it becomes available because it will contain important information regarding Denbury, Encore, and the transaction.

A definitive joint proxy statement/prospectus will be sent to stockholders of Denbury and Encore seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus (when available) and other documents filed by Denbury and Encore with the SEC at the SEC’s website, www.sec.gov. The definitive joint proxy statement/prospectus (when available) and such other documents relating to Denbury may also be obtained free-of-charge by directing a request to Denbury, Attn: Investor Relations, 5100 Tennyson Parkway, Suite 1200, Plano, Texas 75024, or from Denbury’s website, www.denbury.com. The definitive joint proxy statement/prospectus (when available) and such other documents relating to Encore may also be obtained free-of-charge by directing a request to Encore, Attn: Bob Reeves, 777 Main Street, Suite 1400, Fort Worth, Texas 76102, or from Encore’s website, www.encoreacq.com.

Denbury, Encore, and their respective directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed transaction. Information concerning the interests of the persons who may be “participants” in the solicitation will be set forth in the joint proxy statement/prospectus when it becomes available.

Contacts
Encore Acquisition Company, Fort Worth, TX

Bob Reeves, Chief Financial Officer	Kim Weimer, Investor Relations
817-339-0918	817-339-0886
rcreeves@encoreacq.com	kweimer@encoreacq.com

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EX-99.2

Exhibit 99.2

Consent of Independent Petroleum Engineers

     The firm of Miller and Lents, Ltd. hereby consents to the use of its name, and to the reference to its report dated January 20, 2010 regarding Encore Acquisition Company’s Reserves and Future Net Revenues as of December 31, 2009, in Encore Acquisition Company’s Current Report dated February 1, 2010 filed on Form 8-K with the United States Securities and Exchange Commission.

     The Current Report contains references to certain reports prepared by Miller and Lents, Ltd. for the exclusive use of Encore Acquisition Company. The analysis, conclusions, and methods contained in the reports are based upon information that was in existence at the time the reports were rendered and Miller and Lents, Ltd. has not updated and undertakes no duty to update anything contained in the reports. While the reports may be used as a descriptive resource, investors are advised that Miller and Lents, Ltd. has not verified information provided by others except as specifically noted in the reports, and Miller and Lents, Ltd. makes no representation or warranty as to the accuracy of such information. Moreover, the conclusions contained in such reports are based on assumptions that Miller and Lents, Ltd. believed were reasonable at the time of their preparation and that are described in such reports in reasonable detail. However, there are a wide range on uncertainties and risks that are outside of the control of Miller and Lents, Ltd. which may impact these assumptions, including but not limited to unforeseen market changes, actions of governments or individuals, natural events, economic changes, and changes of laws and regulations or interpretation of laws and regulations.

MILLER AND LENTS, LTD. Texas Registered Engineering Firm No. F-1442
By:	/s/ Carl D. Richard
Carl D. Richard
Senior Vice President, P. E.

Houston, Texas
February 1, 2010