-----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, T0Fszg18+LsuETXN3ZmehY0ZAfeBifRcdkClq3/R18h34+uPqkuf0fgyP71zoYof hZP8+qf9K7Q8/d3DlUfBlg== 0001038838-02-000619.txt : 20020815 0001038838-02-000619.hdr.sgml : 20020815 20020815160309 ACCESSION NUMBER: 0001038838-02-000619 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020801 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID POWER SERVICE CORP CENTRAL INDEX KEY: 0000725395 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870398403 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-85602-D FILM NUMBER: 02739953 BUSINESS ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY, SUITE 860A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-319-7153 MAIL ADDRESS: STREET 1: 3800 HOWARD HUGHES PARKWAY, SUITE 860A CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: CAPLAN CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k080102.txt FORM 8-K DATED AUGUST 1, 2002 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): August 1, 2002 MID-POWER SERVICE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 2-85602-D 87-0398403 ----------------- ---------------- ----------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 3800 Howard Hughes Parkway Suite 860A Las Vegas, Nevada 89109 - ------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) (702) 214-3615 --------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS - -------------------------------------------------------------------------------- Mid-Power Service Corporation has entered into a farmout agreement, through its subsidiary Mid-Power Resource Corporation, to provide approximately $1.0 million in funding for an initial test to be drilled by Petrogulf Corporation, Denver, Colorado, as operator, in the Lakeside Prospect in Cameron Parish, Louisiana. The Claude Boudreaux No. 1 well will test the Marg. Howei Sands at a target depth of approximately 16,300 feet. The Company has agreed to pay approximately $1.0 million to participate in the prospect and the prospect well for a 25% working interest in the well and the approximately 606 gross acre prospect. The earned 25% working interest will equate to a 16.125% working interest (11.77% net revenue interest) retained by the Company and an 8.875% working interest (6.48% net revenue interest) received by Edward Mike Davis, a principal stockholder of the Company who brought the prospect to it. The Company has agreed to carry Davis's costs in the above working interest percentage through the tanks or pipelines for any additional wells drilled, worked over or recompleted. The Lakeside Prospect contains an extension of a series of fault blocks productive from the Marg. Howei Sands outside the prospect. - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - -------------------------------------------------------------------------------- (a) Financial Statements of Business Acquired. N/A (b) Pro Forma Financial Information. N/A (c) Exhibits. The following exhibits are filed with this report on Form 8-K: SEC Exhibit Reference Number Number Title of Document Location - ----------- ----------- ------------------------------------------- ------------ Item 10 Material Contracts - ----------- ----------- ------------------------------------------- ------------ 10.01 10 Letter Agreement dated August 1, 2002, This filing between Petrogulf Corporation and Mid-Power Resource Corporation 10.02 10 Letter Agreement dated August 1, 2002, This filing between Mid-Power Resource Corporation and Edward Mike Davis 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. MID-POWER SERVICE CORPORATION Dated: August 15, 2002 By: /s/ Kenneth M. Emter ------------------------------------- Kenneth M. Emter, Secretary/Treasurer 3 EX-10.01 3 ex1001form8k080102.txt LETTER AGREEMENT WITH PETROGULF CORPORATION Exhibit 10.01 [Petrogulf Corporation letterhead] August 1, 2002 LETTER AGREEMENT Mr. James W. Scott, President Mid-Power Resources Corporation 3800 Howard Hughes Parkway, Suite 860 Las Vegas, Nevada 89109 Re: Lakeside Prospect Claude Boudreaux Well SE/4 Section 11-12S-4W Cameron Parish, Louisiana Dear Mr. Scott: Petrogulf III, L.L.C. ("Petrogulf") is the owner of certain oil and gas rights located in Cameron Parish, Louisiana identified in the documents listed below ("Prospect"). Said oil and gas rights are being contributed to the drilling of the Claude Boudreaux well located in the Southeast Quarter of Section 11, Township 12 South, Range 4 West, Cameron Parish, Louisiana ("Prospect Well"). Petrogulf Corporation is the Operator of the subject well. Enclosed you will find: 1. Original Title Opinion dated July 27, 2001, and curative, 2. Partial Assignment of Oil, Gas and Mineral Leases dated August 9, 2001, 3. Order Number 649-C-11 dated September 6, 2001, 4. Letter Agreement dated August 7, 2001, 5. Participation Agreement dated May 7, 2001, 6. Model Form Operating Agreement dated April 2, 2001. ("Documents") These Documents are furnished to Mid-Power Resources Corporation ("Mid-Power") for the sole purpose of evaluating the merits of participation in the drilling of the Prospect Well. Mid-Power agrees not to divulge to third parties or to acquire any oil and gas rights within the Prospect except in accordance with the terms and conditions of this Letter Agreement. Mid-Power acknowledges that Petrogulf has commenced actual drilling operations on the Prospect Well and that time is of the essence. Petrogulf makes this working interest in the Prospect and Prospect Well available to Mid-Power subject to the above referenced Documents without warranty of title except by, through, and under Petrogulf but not otherwise. This Letter Agreement replaces and supplants any and all other discussions or offers concerning the Prospect and the Prospect Well, and contains the entire agreement between Petrogulf and Mid-Power. Petrogulf hereby makes Mid-Power this one time offer to participate in the Prospect and the Prospect Well for a full-undivided twenty five percent (25.00%) working interest for a drilling and obligation payment of Nine Hundred Eighty Three Thousand Twenty Five and 09/100 Dollars ($983,025.09) the ("Participation Payment"). It is understood and agreed that Mid-Power shall remain liable for its' 25.00% working interest share of all costs associated with the Prospect and Prospect well and likewise Petrogulf shall reimburse Mid-Power for any remaining balance of the Participation Payment after deducting the Mid-Power 25.00% working interest share of financial obligations associated with the Mid-Power 25.00% working interest in the Prospect and Prospect Well, all in accordance with the terms and conditions contained in the above referenced Documents. This Letter Agreement shall expire by its' own terms at the close of business in Petrogulf's Denver office August 2, 2002, without further obligations between Petrogulf and Mid-Power. Please signify your understanding and agreement to the terms and conditions contained herein by signing, dating and returning one copy of this Letter Agreement with your payment of $983,025.09. If you should have any questions, please do not hesitate to contact Lyell A. Coe at 303-893-5400, extension 28. Very truly yours, Petrogulf III, L.L.C. /s/ Betty A. Pennington - ------------------------------ Betty A. Pennington Agent Agreed to and Accepted this 1st day of August, 2002, Mid-Power Resources Corporation By: /s/ James W. Scott -------------------------- James W. Scott President EX-10.02 4 ex1002form8k080102.txt LETTER AGREEMENT WITH EDWARD MIKE DAVIS Exhibit 10.02 LETTER AGREEMENT This letter agreement is entered into by and between Mid-Power Resource Corporation, a Nevada Corporation ("MPRC") and Edward Mike Davis and/or his designees ("Davis") this 1st day of August, 2002. Davis has previously presented to MPRC his initial opportunity to participate in the Lakeside Prospect in Cameron Parrish, Loisiana. As a result, MPRC has entered into a letter agreement dated August 1, 2002, with Petrogulf III L.L.C., a copy of said letter agreement is attached hereto and made a part hereof, regarding the drilling and completing of the Claude Boudreaux #1 well located in the SE/4 of Section 11, T 12 S, R 4 W, Lakeside Prospect, Cameron Parrish, Louisiana. Petrogulf as operator, is now drilling and will attempt to drill said well to an approximate total depth of 17,000 feet to the Marge Howie Formation. The purpose of this letter agreement is to evidence an agreement by and between MPRC and Davis, whereby MPRC shall immediately pay to Petrogulf the sum of $983,025.09 for a 25% working interest in the above well. MPRC shall carry Davis and/or his designee(s) for 35.5% of this 25% working interest free and clear through the tanks or pipeline ready to sell oil and/or gas. It is understood and agreed by the parties hereto that the total 25% working interest equates to approximately 18.25% net revenue (Davis 8.875% WI and 6.47875% NRI and MPRC 16.125% WI and 11.77125% NRI) until payout in the above Claude Boudreaux #1 well and producing unit. After payout is reached the parties hereto will jointly own approximately 21.25% working interest and approximately 15.5% net revenue interest (Davis 7.54375% WI and 5.5025% NRI and MPRC 13.70625% WI and 9.9975% NRI). Should there be any wells, including the Claude Boudreaux #1 well, drilled, worked over or recompleted, or leases acquired on the above mentioned Lakeside Prospect, MPRC agrees to carry Davis, for the same percentages as described above, free through the tanks or pipelines ready to sell oil and/or gas on the same basis mentioned herein. MPRC and Davis hereby agree to treat this Letter Agreement as a Tax Partnership and further agree that all allowable tax deductions generated by this venture shall be allocated to the party whose funds have been used to pay such costs. Further, it is understood and agreed to by the parties hereto, that in the event additional funds exceeding the above $983,025.09 are needed to drill and complete the said Boudreaux well ready to produce oil and/or gas, MPRC will be obligated to pay 100% of such amount, so Davis' interest is carried free through the tanks or pipeline ready to sell oil and/or gas. However, should any of the above funds be refunded by Petrogulf, such funds shall belong to MPRC. It is agreed by the parties hereto that a fully executed fax copy of this Agreement shall be deemed the same as a fully executed original Agreement. This letter agreement shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, heirs and assigns. In witness whereof, the Parties have signed this letter agreement effective as of the date set forth above. Parties: /s/ Edward Mike Davis - ------------------------------ Edward Mike Davis Mid-Power Resource Corporation By: /s/ James W. Scott --------------------------- James W. Scott, President -----END PRIVACY-ENHANCED MESSAGE-----