-----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, RtEJcwZuASHxEsrCYu5mfVKbtyCrrkt4jy10qZBpr9d2vhE9AAG1wOe1hgouUlq4 jodAvY3DMFOmckkHXquWxw== 0000950129-01-500887.txt : 20010518 0000950129-01-500887.hdr.sgml : 20010518 ACCESSION NUMBER: 0000950129-01-500887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010516 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION RESOURCES CORP CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09498 FILM NUMBER: 1642456 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 1455 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7134953000 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 FORMER COMPANY: FORMER CONFORMED NAME: BELLWETHER EXPLORATION CO DATE OF NAME CHANGE: 19920703 8-K 1 h87576e8-k.txt MISSION RESOURCES CORPORATION DATED 5/16/01 1 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 MAY 16, 2001 Date of Report (Date of earliest event reported) MISSION RESOURCES CORPORATION (Exact name of registrant as specified in its charter)
Texas 000-09498 76-0437769 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.)
1331 Lamar, Suite 1455 Houston, Texas 77010 (Address of principal executive offices, including zip code) (713) 495-3000 (Registrant's telephone number, including area code) Bellwether Exploration Company (Former name or former address, if changed since last report) 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable to this filing. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable to this filing. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable to this filing. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. Not applicable to this filing. ITEM 5. OTHER EVENTS. Mission Resources Corporation made the press release attached hereto as Exhibit 99.1, announcing that Bargo Energy Company merged with and into Bellwether Exploration Company and that Bellwether Exploration Company changed its named to Mission Resources Corporation. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS. Not applicable to this filing. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable to this filing. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable to this filing. (c) EXHIBITS. EXHIBIT NUMBER TITLE OF DOCUMENT ------ ----------------- 99.1 Press Release dated May 16, 2001 ITEM 8. CHANGE IN FISCAL YEAR. Not applicable to this filing. ITEM 9. REGULATION FD DISCLOSURE. Not applicable to this filing. 3 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. MISSION RESOURCES CORPORATION By: /s/ Ann Kaesermann --------------------------------------------- Dated: May 16, 2001 Ann Kaesermann, Vice President - Chief Accounting Officer 4 EXHIBIT INDEX EXHIBIT NUMBER TITLE OF DOCUMENT ------ ----------------- 99.1 Press Release dated May 16, 2001 EX-99.1 2 h87576ex99-1.txt NEWS RELEASE DATED MAY 16, 2001 1 EXIHBIT 99.1 [BELLWETHER LOGO] [MISSION RESOURCES LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: May 16, 2001 Lance L. Weaver - Director, Investor Relations AND FINANCIAL ANALYSIS weaverl@bellwetherexp.com (713) 495-3061 BELLWETHER EXPLORATION ANNOUNCES COMPLETION OF MERGER WITH BARGO ENERGY HOUSTON - Bellwether Exploration Company (Nasdaq: BELW) today announced the completion of its merger with Bargo Energy Company (OTC: BARG) in accordance with the agreement and plan of merger signed by the parties on January 24, 2001. The purchase price, including assumed indebtedness, was approximately $220 million. Bellwether paid approximately $139 million, or $1.26 per share, composed of $0.45 per share in cash and $0.81 per share in Bellwether common stock, for Bargo's fully diluted common stock, and about $61 million for Bargo's preferred stock, including accrued dividends. The transaction was accounted for by Bellwether under the "purchase" method of accounting. Bellwether's stockholders approved the merger at an annual meeting held this morning, and Bargo's shareholders approved the merger by written consent. Bellwether's stockholders also approved the following items: o an increase in the number of shares of Bellwether common stock reserved for issuance under Bellwether's 1996 Stock Incentive Plan by 2.0 million shares; o the election of eight persons to Bellwether's board of directors; and o the selection of KPMG LLP as Bellwether's auditors. In connection with the merger, Bellwether changed its name to Mission Resources Corporation and its NASDAQ ticker symbol to MSSN. Shares of Mission Resources will begin trading under the new ticker symbol on Thursday, May 17, 2001. 2 In accordance with the terms of the merger agreement, Vincent H. Buckley, A. K. McLanahan, Townes G. Pressler and Dr. Jack Birks have resigned from the board of directors of Mission Resources Corporation, and the number of members constituting the board of directors has been reduced to seven from eight. The remaining directors appointed Jonathan M. Clarkson, Tim J. Goff and D. Martin Phillips to fill the three vacancies created by the resignations. The board of directors also appointed the following persons as executive officers of Mission Resources: Douglas G. Manner Chairman of the Board and Chief Executive Officer Jonathan M. Clarkson President and Chief Financial Officer Daniel P. Foley Senior Vice President--Corporate Finance Joseph G. Nicknish Senior Vice President--Operations and Exploitation Kent A. Williamson Senior Vice President--Planning and Exploration Bellwether adjourned its meeting for the purpose of continuing to solicit votes to amend its certificate of incorporation to increase the number of authorized shares of its capital stock. Amendment of its certificate of incorporation requires the approval of more than 50% of Bellwether's shares of common stock. As of the meeting, the amendment to the certificate of incorporation had been approved by holders of 49.5% of Bellwether's common stock. Of those stockholders voting, less than 1% voted against the amendment. The meeting was continued to Friday, May 18, 2001 at 10:00 a.m., Houston, Texas time, at Bellwether's executive offices at 1331 Lamar, Suite 1455, Houston, Texas 77010. Postponing the meeting with respect to this matter does not affect the other matters acted on at the meeting, including approval of the merger with Bargo. Mission Resources Corporation is an independent oil and gas exploration and production company headquartered in Houston, Texas with oil and gas properties located in three core areas: the onshore Gulf Coast, the Gulf of Mexico and the Permian Basin. ### 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. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties are described in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----