-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E62vkLA8EQVtULgiSGwBbLmsL9jqO47IvqhjIG+E+7hBgkJh4jB1+3cfjfirr9S9 ug1FTr5qdDqjY9bvs9qw8A== 0000950129-03-005461.txt : 20031110 0000950129-03-005461.hdr.sgml : 20031110 20031110060547 ACCESSION NUMBER: 0000950129-03-005461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031110 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENCORE ACQUISITION CO CENTRAL INDEX KEY: 0001125057 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752759650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16295 FILM NUMBER: 03986706 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1400 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178779955 8-K 1 h10400e8vk.txt FORM 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): November 10, 2003 ENCORE ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Delaware 001-16295 75-2759650 - ------------------------------- ------------------------ --------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number) incorporation or organization)
777 Main Street, Suite 1400, Ft. Worth, Texas 76102 --------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (817) 877-9955 Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated November 10, 2003 Item 9. Regulation FD Disclosure On November 10, 2003, Encore Acquisition Company, a Delaware corporation (the "Company"), issued a press release announcing that the Company intends to offer 8 million shares of common stock to the public under the Company's shelf registration statement filed with the Securities and Exchange Commission in August 2003. The underwriters will be granted an option to purchase an additional 1.2 million shares of the Company's common stock to cover over-allotments, if any. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. The Company intends to use the net proceeds from the offering to repurchase, concurrently with the closing of the offering, 6.0 million shares of common stock from J.P. Morgan Partners (SBIC), LLC and 2.0 million shares of common stock from Warburg, Pincus Equity Partners, L.P. The shares repurchased by the Company will be retired immediately upon repurchase and will no longer be outstanding. Upon completion of the offering and repurchase, J.P. Morgan Partners (SBIC), LLC and Warburg, Pincus Equity Partners L.P. will beneficially own approximately 2.9% and 25.2%, respectively, of the Company's common stock, assuming no exercise of the underwriters' over-allotment option. The Company will use the net proceeds from any exercise of the underwriters' over-allotment option initially to purchase up to 866,643 shares of common stock from J.P. Morgan Partners (SBIC), LLC and thereafter to purchase up to 333,357 shares of common stock from Warburg, Pincus Equity Partners L.P. Assuming exercise of the over-allotment option in full, J.P. Morgan Partners (SBIC), LLC would no longer own any shares of common stock of the Company, and Warburg, Pincus Equity Partners L.P. would beneficially own 24.1% of the Company's common stock. The press release and the above information are being furnished under Item 9 and 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. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. 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 thereunto duly authorized. ENCORE ACQUISITION COMPANY Date: November 10, 2003 By: /s/ Morris B. Smith -------------------------------------- Morris B. Smith Chief Financial Officer, Treasurer, Executive Vice President and Principal Financial Officer 3
EX-99.1 3 h10400exv99w1.txt PRESS RELEASE Exhibit 99.1 ENCORE ANNOUNCES OFFERING OF 8 MILLION SHARES OF COMMON STOCK Fort Worth, Texas- November 10, 2003-Encore Acquisition Company ("Encore") (NYSE: EAC) announced today that the Company intends to offer 8 million shares of common stock to the public under the Company's shelf registration statement filed with the Securities and Exchange Commission in August 2003. The underwriters will be granted an option to purchase an additional 1.2 million shares of the Company's common stock to cover over-allotments, if any. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws of any state. Joint book-running managers for the offering are Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. Co-managers will be: Goldman Sachs & Co., Petrie Parkman & Co. and Simmons & Company International. A preliminary prospectus supplement related to the public offering has been filed with the Securities and Exchange Commission. When available, copies of the preliminary prospectus supplement relating to the offering may be obtained from the offices of Deutsche Bank Securities Inc., 60 Wall Street, Fourth Floor, New York, New York 10005, and from the office of J.P. Morgan Securities Inc., Chase Distribution & Support Service, One Chase Manhattan Plaza, Floor 5B, New York, New York 10081, or by e-mail at Addressing.Services@jpmchase.com. Organized in 1998, Encore is a growing independent energy company engaged in the acquisition, development and exploitation of North American oil and natural gas reserves. Encore's oil and natural gas reserves are located in the Williston Basin of Montana and North Dakota, the Permian Basin of Texas and New Mexico, the Anadarko Basin of Oklahoma, the Powder River Basin of Montana, the Paradox Basin of Utah and the North Louisiana Salt Basin of Louisiana. Contacts: Jonny Brumley President 817-339-0902 Morris B. Smith Executive Vice President and CFO 817-339-0908 Rani M. Wainwright Assistant Treasurer 817-339-0919
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