8-K 1 h87883e8-k.txt MISSION RESOURCES CORPORATION - MAY 16, 2001 1 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) Delaware 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. On May 16, 2001, Bellwether Exploration Company (the "REGISTRANT") completed its merger (the "MERGER") with Bargo Energy Company ("BARGO") pursuant to the Agreement and Plan of Merger executed by the parties on January 24, 2001 (the "MERGER AGREEMENT"). The shareholders of the Registrant approved the Merger at an annual meeting held on May 16, 2001. Bargo's shareholders approved the merger by written consent. The purchase price, including assumed indebtedness, was approximately $220 million. The Registrant paid approximately $139 million, or $1.26 per share for Bargo's fully diluted common stock. The consideration per share of Bargo common stock consisted of $0.45 per share in cash and $0.81 per share in the Registrant's common stock. The purchase price was determined through arms' length negotiation between the parties. The Registrant relied upon borrowings under its credit facility with The Chase Manhattan Bank, as administrative agent on behalf of the lenders thereunder, to pay the cash portion of the Merger consideration. In connection with the Merger, the Registrant changed its name to Mission Resources Corporation and its NASDAQ ticker symbol to MSSN. A description of (i) the nature of any material relationship between Bargo and the Registrant or any of the Registrant's affiliates, directors or officers, or any associates of such directors and officers and (ii) Bargo's assets as well as the use the Registrant intends to make of those assets, is contained in the joint proxy statement/prospectus contained in the Registrant's Registration Statement on Form S-4 (File No. 333-54798), which is incorporated herein by reference. 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. Not applicable to this filing. 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. Audited Financial Statements of Bargo Energy Company The Financial Statements of Bargo Energy Company contained in the Registrant's Registration Statement on Form S-4 (File No. 333-54798) are incorporated herein by reference. 2 3 Unaudited Interim Financial Statements of Bargo Energy Company Consolidated Balance Sheet as of March 31, 2001; Consolidated Statements of Operations and Cash Flows for the three months ended March 31, 2001 and 2000; and Notes to Consolidated Financial Statements (Incorporated by reference to Bargo Exploration Company's Quarterly Report on Form 10-QSB for the period ended March 31, 2001) (b) PRO FORMA FINANCIAL INFORMATION. The Unaudited Pro Forma Condensed Combined Financial Statements of Mission Resources Corporation contained in the Registrant's Registration Statement on Form S-4 (File No. 333-54798) are incorporated herein by reference. (c) EXHIBITS.
EXHIBIT NUMBER TITLE OF DOCUMENT -------- ----------------- 2.1 Agreement and Plan of Merger between Bellwether Exploration Company and Bargo Energy Company dated as of January 24, 2001 (incorporated by reference to Annex A to the joint proxy statement/prospectus contained in the Registrant's Registration 2.1 Statement on Form S-4, File No. 333-54798) 4.1 Letter of Transmittal for shareholders of Bargo Energy Company 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Netherland Sewell & Associates, Inc. 23.4 Consent of T.J. Smith & Company, Inc.
ITEM 8. CHANGE IN FISCAL YEAR. Not applicable to this filing. ITEM 9. REGULATION FD DISCLOSURE. Not applicable to this filing. 3 4 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 18, 2001 Ann Kaesermann, Vice President - Chief Accounting Officer 4 5 EXHIBIT INDEX
EXHIBIT NUMBER TITLE OF DOCUMENT -------- ----------------- 2.1 Agreement and Plan of Merger between Bellwether Exploration Company and Bargo Energy Company dated as of January 24, 2001 (incorporated by reference to Annex A to the joint proxy statement/prospectus contained in the Registrant's Registration 2.1 Statement on Form S-4, File No. 333-54798) 4.1 Letter of Transmittal for shareholders of Bargo Energy Company 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Netherland Sewell & Associates, Inc. 23.4 Consent of T.J. Smith & Company, Inc.
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