-----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, NPgiIfxbpF1gUpHk8gjw+oz44pzzZBShnSSMMkCdQIbrGzKYQBtBu3BZ6OLrnTED K15CF5WKVyYT4HjqQJdOXw== 0001047469-05-012988.txt : 20050504 0001047469-05-012988.hdr.sgml : 20050504 20050503184614 ACCESSION NUMBER: 0001047469-05-012988 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050504 DATE AS OF CHANGE: 20050503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNUM HUNTER RESOURCES INC CENTRAL INDEX KEY: 0000854271 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870462881 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12508 FILM NUMBER: 05796584 BUSINESS ADDRESS: STREET 1: 600 E LAS COLINAS BLVD STREET 2: STE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724010752 MAIL ADDRESS: STREET 1: 600 EAST LAS COLINAS BLVD STE 1100 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: MAGNUM PETROLEUM INC /NV/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MASTER VENTURES INC /NV/ DATE OF NAME CHANGE: 19901022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIMAREX ENERGY CO CENTRAL INDEX KEY: 0001168054 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 450466694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1700 LINCOLN STREET STREET 2: SUITE 1800 CITY: DENVER STATE: CO ZIP: 80203-4518 BUSINESS PHONE: 303-295-3995 MAIL ADDRESS: STREET 1: 1700 LINCOLN STREET STREET 2: SUITE 1800 CITY: DENVER STATE: CO ZIP: 80203-4518 FORMER COMPANY: FORMER CONFORMED NAME: HELMERICH & PAYNE EXPLORATION & PRODUCTION CO DATE OF NAME CHANGE: 20020222 425 1 a2157454z8-k.htm 425
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

May 3, 2005
Date of Report

CIMAREX ENERGY CO.
(Exact name of registrant as specified in its charter)

Delaware   001-31446   45-0466694
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

 

 

 

 
1700 Lincoln Street, Suite 1800, Denver, Colorado   80203-4518
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code 303-295-3995

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ý
Written communications pursuant to Rule 425 under the Securities Act

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


ITEM 8.01 Other Events

        On May 3, 2005, Magnum Hunter Resources, Inc. ("Magnum Hunter") issued a press release correcting the record date for its special meeting of stockholders previously announced in its joint press release with Cimarex Energy Co. previously issued on May 2, 2005.

        A copy of the press release of Magnum Hunter is included herein as Exhibit 99.1.

        In connection with the proposed acquisition, Cimarex and Magnum Hunter filed with the SEC on May 2, 2005, a joint proxy statement/prospectus that contains important information about the merger. Investors and security holders of Cimarex and Magnum Hunter are urged to read the joint proxy statement/prospectus filed with the SEC, and any other relevant materials filed by Cimarex or Magnum Hunter, as well as any amendments or supplements to those documents, because they contain important information about Cimarex, Magnum Hunter and the merger. Investors and security holders may obtain these documents (and any other documents filed by Cimarex and Magnum Hunter with the SEC) free of charge at the SEC's website at www.sec.gov. In addition, the documents filed with the SEC may be obtained free of charge (i) at www.cimarex.com or www.magnumhunter.com or (ii) by directing a request to Mary Kay Rohrer, Assistant Corporate Secretary, Cimarex Energy Co., phone: 303-295-3995, fax: 303-295-3494; or Morgan F. Johnston, Corporate Secretary, Magnum Hunter Resources, Inc., phone: 972-401-0752, fax: 972-443-6487. Investors and security holders are urged to read the joint proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed acquisition.

        Cimarex, Magnum Hunter and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Cimarex and Magnum Hunter in favor of the merger. Information about the executive officers and directors of Cimarex and their ownership of Cimarex common stock is set forth in the joint proxy statement/prospectus, which was filed with the SEC on May 2, 2005. Information about the executive officers and directors of Magnum Hunter and their ownership of Magnum Hunter common stock is set forth in the Annual Report on Form 10-K for the year ended December 31, 2004, which was filed with the SEC on March 16, 2005. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Cimarex, Magnum Hunter and their respective executive officers and directors in the merger by reading the joint proxy statement/prospectus when it becomes available.


ITEM 9.01 Financial Statements and Exhibits

    (c)
    Exhibits

Exhibit No.
  Description
99.1   Press Release of Magnum Hunter Resources, Inc. dated May 3, 2005


SIGNATURE

        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.


 

 

CIMAREX ENERGY CO.

Dated: May 3, 2005

 

By:

 

/s/  
PAUL KORUS      
Paul Korus, Vice President, Chief Financial Officer, Treasurer and Secretary


EXHIBIT INDEX

Exhibit No.
  Description
99.1   Press Release of Magnum Hunter Resources, Inc. dated May 3, 2005



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SIGNATURE
EXHIBIT INDEX
EX-99.1 2 a2157454zex-99_1.htm EX-99.1
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Exhibit 99.1

Press Release

Magnum Hunter Resources, Inc. contact:
Brad Davis, Senior Vice President & CFO
Howard Tate, Vice President of Capital Markets
972-401-0752
www.magnumhunter.com


MAGNUM HUNTER RECORD DATE CORRECTION

        IRVING, Texas, May 3, 2005/PRNewswire/—In its joint press release with Cimarex Energy Co. (NYSE: XEC) on May 2, 2005, Magnum Hunter (NYSE: MHR) incorrectly announced that Magnum Hunter shareholders as of April 15, 2005 will be entitled to vote at its shareholder meeting to be held on June 6, 2005 in connection with the proposed merger between the two companies. The correct record date for shareholders entitled to vote at the Magnum Hunter special meeting is April 29, 2005.

        This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Cimarex's and Magnum Hunter's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Risks, uncertainties and assumptions include 1) the possibility that the companies may be unable to obtain stockholder or regulatory approvals required for the acquisition; 2) the possibility that problems may arise in successfully integrating the businesses of the two companies; 3) the possibility that the acquisition may involve unexpected costs; 4) the possibility that the combined company may be unable to achieve cost-cutting synergies; 5) the possibility that the businesses may suffer as a result of uncertainty surrounding the acquisition; 6) the possibility that the industry may be subject to future regulatory or legislative actions; 7) the volatility in commodity prices for oil and gas; 8) the presence or recoverability of estimated reserves; 9) the ability to replace reserves; 10) environmental risks; 11) drilling and operating risks; 12) exploration and development risks; 13) competition; 14) the ability of management to execute its plans to meet its goals and other risks that are described in SEC reports filed by Cimarex and Magnum Hunter. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Cimarex and Magnum Hunter. Cimarex and Magnum Hunter assume no obligation and expressly disclaim any duty to update the information contained herein except as required by law.

        In connection with the proposed merger, Cimarex and Magnum Hunter have filed with the SEC a Registration Statement on Form S-4 (Registration Number 333-123019) that discloses important information about the merger. Investors and security holders of Cimarex and Magnum Hunter are urged to read the joint proxy statement/prospectus filed with the SEC, and any other relevant materials filed by Cimarex or Magnum Hunter, as well as any amendments or supplements to those documents, because they contain important information about Cimarex, Magnum Hunter and the merger. Investors and security holders may obtain these documents (and any other documents filed by Cimarex and Magnum Hunter with the SEC) free of charge at the SEC's website at www.sec.gov. In addition, the documents filed with the SEC may be obtained free of charge (i) at www.cimarex.com or www.magnumhunter.com or (ii) by directing a request to Mary Kay Rohrer, Assistant Corporate Secretary, Cimarex Energy Co., phone: 303-295-3995, fax: 303-295-3494; or Morgan F. Johnston, Corporate Secretary, Magnum Hunter Resources, Inc., phone: 972-401-0752, fax: 972-443-6487. Investors and security holders are urged to read the joint proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed acquisition.

        Cimarex, Magnum Hunter and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Cimarex and Magnum Hunter in favor of the merger. Information about the executive officers and directors of Cimarex and their ownership of Cimarex common stock is set forth in the joint proxy statement/prospectus, which was filed with the SEC on May 2, 2005. Information about the executive officers and directors of Magnum Hunter and their ownership of Magnum Hunter common stock is set forth in the Annual Report on Form 10-K for the year ended December 31, 2004, which was filed with the SEC on March 16, 2005. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Cimarex, Magnum Hunter and their respective executive officers and directors in the merger by reading the joint proxy statement/prospectus when it becomes available.



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MAGNUM HUNTER RECORD DATE CORRECTION
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