-----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, WUut5/tePjooD4YRiYarTYEe9sDlc9DbZftkzrX8STsLftcs2VulYtrOvie3pYvz Rp2dojB3VGBFCZVrHCh+Zw== 0000899243-99-001623.txt : 19990811 0000899243-99-001623.hdr.sgml : 19990811 ACCESSION NUMBER: 0000899243-99-001623 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990802 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLWETHER EXPLORATION CO CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09498 FILM NUMBER: 99677150 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 1455 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136501025 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 8-K 1 FORM 8-K 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 August 2, 1999 BELLWETHER EXPLORATION COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-9498 74-0437769 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number 1331 LAMAR, SUITE 1455 HOUSTON, TEXAS 77010-3039 (Address of principal (zip code) executive offices) (713) 650-1025 (Registrant's telephone number, including area code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Not applicable ITEM 5. OTHER EVENTS Bellwether Exploration Company made the Press Release attached hereto as Exhibit 99A. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99A. Copy of the Company's Press Release dated August 2, 1999 ITEM 8. CHANGE IN FISCAL YEAR Not applicable ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S Not applicable 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. BELLWETHER EXPLORATION COMPANY August 2, 1999 By: /s/ J. P. Bryan --------------------------------------- J. P. Bryan, CEO 3 EXHIBIT INDEX EXHIBIT 99A-- Copy of the Company's Press Release dated August 2, 1999 EX-99.A 2 PRESS RELEASE EXHIBIT 99A Bellwether Exploration Company 1331 Lamar, Suite 1455 Houston, Texas 77010-3039 NEWS RELEASE August 2, 1999 ROB BENSH VICE PRESIDENT Capital Markets benshr@bellwetherexp.com (713) 756-7029 BELLWETHER EXPLORATION COMPANY FORMS OFFICE OF THE CHIEF EXECUTIVE UNDER LEADERSHIP OF NEW CHAIRMAN AND CEO J.P. BRYAN J. Darby Sere and William C. Rankin to Leave Company HOUSTON - Bellwether Exploration Company announced today that its Board of Directors formed an Office of the Chief Executive to oversee the day-to-day running of the Company's operations, effective immediately. Directors J.P Bryan and Townes Pressler will constitute the Office of the Chief Executive. Mr. Bryan will serve as Chairman and CEO and, with Mr. Pressler, will be actively involved in the daily direction and operations of the Company until a new CEO can be found. Mr. J. Darby Sere, previously Chairman and CEO and William C. Rankin, previously Senior Vice President and Chief Financial Officer are leaving the Company to pursue other opportunities. The Company will immediately commence a search for a new Chief Financial Officer. "Bellwether's strategic direction is as clear to me today as it has been in any time in the Company's history," said Mr. Bryan. "Bellwether has the potential for significant growth in its core areas and will continue to focus on growth through acquisitions, one of the Company's strengths." "The Board joins me in saluting Darby Sere's accomplishments at Bellwether. He has played a significant role in the company's history," said Mr. Bryan. "We are actively pursuing opportunities to grow Bellwether while diligently seeking a new CEO who shares our vision and commitment to shareholder enhancement. In the interim, we will move decisively to take those actions that are necessary and prudent in our pursuit of increased shareholder value." Townes Pressler has been a board member since May of 1998 and is currently President of Tepee Petroleum Company, Inc. and Pressler Petroleum Consultants. In addition to his role as Chairman of the Executive Committee, Mr. Pressler serves on the Company's acquisition and Torch negotiation committees. Mr. Pressler has 38 years of experience in the oil and gas industry. The Company will hold a teleconference call Monday, August 2, 1999 at 3 p.m. Eastern Standard Time. If you would like to participate, please call 212-896-6077. Bellwether Exploration Company (NASDAQ: BELW) is an independent oil and gas exploration and production Company headquartered in Houston, Texas. Bellwether employs a balanced program of producing property acquisitions and technology- driven exploration and exploitation to increase its reserves, cash flow and net asset value. The Company's principal area of activity is the Texas/ Louisiana Gulf Coast, both onshore and offshore. For more information about Bellwether's operations please visit the Company's web site at www.bellwetherexp.com. This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurances that forecasted results will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are referenced in the Company's annual report and current reports and registration statements filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----