-----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, M+hxjTmU4t72b1pkf7aN3FaewAg9lV660MiOZOiOc1sJiVpQaeyrBhl51XnkiVSy ihGMwfuFRwsWf/U1q4kJhg== 0000950109-95-005385.txt : 19951227 0000950109-95-005385.hdr.sgml : 19951227 ACCESSION NUMBER: 0000950109-95-005385 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951222 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951226 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CODA ENERGY INC CENTRAL INDEX KEY: 0000356799 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751842480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10955 FILM NUMBER: 95604474 BUSINESS ADDRESS: STREET 1: 5735 PINELAND DR STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146921800 MAIL ADDRESS: STREET 1: 5735 PINELAND DRIVE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: CHAPMAN ENERGY INC DATE OF NAME CHANGE: 19891012 FORMER COMPANY: FORMER CONFORMED NAME: DALLAS SUNBELT ENERGY INC DATE OF NAME CHANGE: 19821116 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 (DATE OF EARLIEST EVENT REPORTED): DECEMBER 22, 1995 CODA ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) State of Delaware 0-10955 75-1842480 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 5735 Pineland Drive Suite 300 Dallas, Texas 75231 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 692-1800 - -------------------------------------------------------------------------------- Item 5. Other Events ------------ Coda Energy, Inc. (the "Company") announced today that its Board of Directors, acting upon the recommendation of the Special Committee of the Board, has approved an amendment to the Company's Agreement and Plan of Merger with Joint Energy Development Investments Limited Partnership ("JEDI") and Coda Acquisition, Inc. ("CAI") relating to Coda's pending merger transaction with CAI, a subsidiary of JEDI. The amendment provides that the condition to the merger agreement requiring the sale of Coda's natural gas gathering and processing subsidiary, Taurus Energy Corp. ("Taurus"), is removed from the agreement and is no longer a condition to consummation of the merger. While Coda has held serious discussions with certain prospective buyers for Taurus for several months, the parties do not believe that Coda can achieve a timely sale of Taurus on acceptable terms. In exchange for removal of this condition, the Board has agreed to a reduction in the per share merger price from $8.00 per share to $7.75 per share. The action of the Board and the amendment to the Merger Agreement are subject to (i) negotiation and execution of amendments to certain other agreements relating to the Merger and (ii) confirmation from the independent financial advisor to the Special Committee that the revised merger price is fair to Coda's stockholders. Item 7. Financial Statements and Exhibits --------------------------------- The following documents are attached hereto as exhibits: 2.1 Amendment to Agreement and Plan of Merger. 99.1 Coda Energy, Inc. Press Release dated December 22, 1995. - -------------------------------------------------------------------------------- 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. Date: December 26, 1995 CODA ENERGY, INC. By: /s/ Joe Callaway ----------------------------- Joe Callaway, Vice President and General Counsel Page - 2 EXHIBIT INDEX Sequential Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- ---------- 2.1 Amendment to Agreement and Plan of Merger. 4 99.1 Coda Energy, Inc. Press Release dated 9 December 22, 1995. Page - 3 EX-2.1 2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER by and among CODA ACQUISITION, INC., JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP and CODA ENERGY, INC. Dated as of December 22, 1995 Page - 4 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT (this "Amendment") TO AGREEMENT AND PLAN OF MERGER, dated as of December 22, 1995, by and among Coda Acquisition, Inc., a Delaware corporation ("Sub"), Coda Energy, Inc., a Delaware corporation (the "Company") and Joint Energy Development Investments Limited Partnership, a Delaware limited partnership ("JEDI"): WITNESSETH: ----------- WHEREAS, Sub, the Company and JEDI have entered into that certain Agreement and Plan of Merger dated as of October 30, 1995 (the "Agreement") providing for the merger of Sub with and into the Company (the "Merger"); WHEREAS, Sub, the Company and JEDI now desire to amend the Agreement as hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Capitalized terms used in this Amendment, to ----------- the extent not otherwise defined herein, shall have the same meanings as in the Agreement as amended hereby. ARTICLE II AMENDMENTS Section 2.1 Amendment to Section 3.1. Effective as of the date hereof, ------------------------ the reference in Section 3.1 of the Agreement to $8.00 is hereby amended to ----------- $7.75. Section 2.2 Amendment to Section 3.6 (a) and (b). Effective as of the ------------------------------------ date hereof, the references in Section 3.6 (a) and (b) of the Agreement to $8.00 are hereby amended to $7.75. Section 2.3 Amendment to Article IV. Effective as of the date hereof ----------------------- Article IV of the Agreement is hereby amended to delete the definitions of "Approved Taurus Disposition Agreement", "Taurus Disposition", "Taurus Disposition Agreement" and "Taurus Disposition Notice." Section 2.4 Amendment to Section 8.1(a). Effective as of the date --------------------------- hereof, Section 8.1(a) of the Agreement is hereby amended by deleting the -------------- parenthetical phrase therein. Page - 5 Section 2.5 Amendment to Section 9.6. Effective as of the date hereof, ------------------------ Section 9.6 of the Agreement is hereby amended by deleting the penultimate - ----------- sentence thereof. Section 2.6 Amendment to Section 9.7. Effective as of the date hereof, ------------------------ Section 9.7 of the Agreement is hereby amended and restated in its entirety to - ----------- read as follows: Section 9.7 No Taurus Disposition. The Company shall not --------------------- negotiate and shall not enter into any agreement providing for the sale of Taurus, whether by merger, sale of all or substantially all of the assets of Taurus, sale of all of the capital stock of Taurus or otherwise, without, in each such case, obtaining the prior written consent of JEDI. Section 2.7 Amendment to Section 10.3. Effective as of the date hereof, ------------------------- Section 10.3 of the Agreement is hereby amended by deleting subsection (d) in - ------------ its entirety. Section 2.8 Amendment to Section 11.1. Effective as of the date hereof, ------------------------- Section 11.1 of the Agreement is hereby amended by deleting subsection (h) in - ------------ its entirety. Section 2.9 Amendment to Option Relinquishment and Release Agreement and ------------------------------------------------------------ Warrant Relinquishment and Release Agreement. Effective as of the date hereof, - -------------------------------------------- the references in the recitals of both the Option Relinquishment and Release Agreement and the Warrant Relinquishment and Release Agreement to $8.00 are amended to $7.75. ARTICLE III MISCELLANEOUS Section 3.1 Ratifications; Waiver of Claims. The terms and provisions -------------------------------- set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and shall continue in full force and effect. Sub, the Company and JEDI agree that the Amendment is, and the Agreement as amended hereby shall continue to be, legal, valid, binding and enforceable in accordance with its respective terms, subject, however, to (i) the execution, on or prior to January 15, 1996, of amendments to the Subscription Agreement and the Stockholders Agreement (the "Management Agreements") satisfactory to JEDI, in its sole discretion, and (ii) the receipt, on or prior to January 15, 1996, by the Company of oral or written confirmation, in form and substance acceptable to the Special Committee and to the Board of Directors of the Company, from Bear, Stearns & Co. Inc. ("Bear Stearns"), financial advisor to the Company, that the Merger, based on the revised Merger Consideration, is fair to the stockholders of the Company from a financial point of view (except that such advice need not be provided to management stockholders who will participate in the equity ownership of the Surviving Corporation). If either (x) amendments to the Management Agreements satisfactory to JEDI, in its sole discretion, are not executed on or prior to January 15, 1996 or (y) the Company has not received such confirmation from Bear Stearns on or prior Page - 6 to January 15, 1996, then this Amendment shall become void and the Agreement shall continue in full force and effect without giving effect to this Amendment. Section 3.2 Representations and Warranties. Each of Sub, the Company ------------------------------ and JEDI hereby represents and warrants to the other of such parties that the execution, delivery and performance of this Amendment has been authorized by all requisite corporate action on the part of each of Sub, the Company and JEDI and will not violate the articles or certificate of incorporation, bylaws or partnership agreement, as applicable, of any of Sub, the Company and JEDI. Section 3.3 Reference to Agreement. The Agreement is hereby amended so ---------------------- that any reference therein to the Agreement shall mean a reference to the Agreement as amended hereby. IN WITNESS WHEREOF, Sub, JEDI and the Company have caused this Amendment to be signed by their respective officers thereunder duly authorized all as of the date first written above. CODA ACQUISITION, INC. By: /s/ C. John Thompson -------------------------------- Name: C. John Thompson Title: Vice President CODA ENERGY, INC. By: /s/ Douglas H. Miller ---------------------------------- Name: Douglas H. Miller Title: Chairman of the Board and Chief Executive Officer Page - 7 JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP By: Enron Capital Management Limited Partnership, its general partner By: Enron Capital Corp., its general partner By: /s/ C. John Thompson ------------------------------------- Name: C. John Thompson Title: Agent and Attorney-in-Fact Page - 8 EX-99.1 3 PRESS RELEASE Exhibit 99.1 CODA ENERGY, INC NEWS RELEASE CODA ANNOUNCES AMENDMENT TO MERGER AGREEMENT Dallas, Texas, December 22, 1995 ... Coda Energy, Inc. (NASDAQ-NMS: CODA) announced today that its Board of Directors, acting upon the recommendation of the Special Committee of the Board, has approved an amendment to the Company's Agreement and Plan of Merger with Joint Energy Development Investments Limited Partnership ("JEDI") and Coda Acquisition, Inc. ("CAI") relating to Coda's pending merger transaction with CAI, a subsidiary of JEDI. The amendment provides that the condition to the merger agreement requiring the sale of Coda's natural gas gathering and processing subsidiary, Taurus Energy Corp. ("Taurus"), is removed from the agreement and is no longer a condition to consummation of the merger. While Coda has held serious discussions with certain prospective buyers for Taurus for several months, the parties do not believe that Coda can achieve a timely sale of Taurus on acceptable terms. In exchange for removal of this condition, the Board has agreed to a reduction in the per share merger price from $8.00 per share to $7.75 per share. The action of the Board and the amendment to the Merger Agreement are subject to (i) negotiation and execution of amendments to certain other agreements relating to the Merger and (ii) confirmation from the independent financial advisor to the Special Committee that the revised merger price is fair to Coda's stockholders. Coda Energy, Inc. is an independent energy company primarily engaged in oil and gas acquisition, exploitation, development and production, including natural gas gathering, processing and extraction. Company headquarters are located in Dallas, Texas with principal operations in Texas, Oklahoma and Kansas. The Company's stock is traded on the NASDAQ National Market System under the symbol CODA. Additional information about Coda Energy, Inc. may be obtained by contacting the Company's Vice President and General Counsel, Joe Callaway, at Coda's headquarters, 5635 Pineland Drive, Suite 300, Dallas, Texas 75231, telephone number (214) 692-1800 or (800) 486-2632. Page - 9 -----END PRIVACY-ENHANCED MESSAGE-----