-----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, Hcip1v8vMYbX2ppk4FXj/5jWPMgE5PlWOhMtuP71Y1b8VqrW88OInJZYizDD+/Cn bqc0SwcqRiYIZPq91TuMSQ== 0000950134-03-016033.txt : 20031203 0000950134-03-016033.hdr.sgml : 20031203 20031203165740 ACCESSION NUMBER: 0000950134-03-016033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031202 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031203 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: 031035729 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1400 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178779955 8-K 1 d11043e8vk.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): December 2, 2003 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 Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated December 2, 2003 Item 9. Regulation FD Disclosure On December 2, 2003, Encore Acquisition Company (the "Company") announced that it completed the sale of 1,060,000 shares of its common stock, at a price of $20.25 per share to the public, in connection with the underwriters' over-allotment option granted by Encore in connection with the public offering of its common stock previously announced on November 10, 2003. Net proceeds from the exercise of the over-allotment option were approximately $20.6 million, after deducting underwriting discounts and commissions of the offering. Encore used all of the net proceeds to repurchase 866,643 shares of Encore common stock from J.P. Morgan Partners (SBIC), LLC and 193,357 shares of Encore common stock from Warburg, Pincus Equity Partners L.P. The 1,060,000 shares were purchased by Encore at a price of $19.3775 per share and were retired upon repurchase. After giving effect to the repurchase, J.P. Morgan Partners (SBIC), LLC no longer beneficially owns any of Encore's common stock and Warburg, Pincus Equity Partners L.P. beneficially owns 24.5% of Encore'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. 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: December 2, 2003 By: /s/ Roy W. Jageman ------------------------------------- Roy W. Jageman Executive Vice President, Chief Financial Officer and Treasurer 2 EX-99.1 3 d11043exv99w1.txt PRESS RELEASE EXHIBIT 99.1 ENCORE ANNOUNCES CLOSING OF OVER-ALLOTMENT OPTION OF COMMON STOCK FORT WORTH, Texas, Dec 2, 2003 (BUSINESS WIRE) - Encore Acquisition Company (NYSE:EAC) today announced that it completed the sale of 1,060,000 shares of its common stock, at a price of $20.25 per share to the public, in connection with the underwriters' over-allotment option granted by Encore in connection with the public offering of its common stock previously announced on November 10, 2003. Net proceeds from the exercise of the over-allotment option were approximately $20.6 million, after deducting underwriting discounts and commissions of the offering. Encore used all of the net proceeds to repurchase 866,643 shares of Encore common stock from J.P. Morgan Partners (SBIC), LLC and 193,357 shares of Encore common stock from Warburg, Pincus Equity Partners L.P. The 1,060,000 shares were purchased by Encore at a price of $19.3775 per share and were retired upon repurchase. After giving effect to the repurchase, J.P. Morgan Partners (SBIC), LLC no longer beneficially owns any of Encore's common stock and Warburg, Pincus Equity Partners L.P. beneficially owns 24.5% of Encore's common stock. 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: Roy W. Jageman 817-339-0861 Rani M. Wainwright 817-339-0919 -----END PRIVACY-ENHANCED MESSAGE-----