-----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, QWd522D1oDutYbTbZTht+64niF/YDoYPcyXKDhAJOQ3//OLULtiE7wQpMEttBAxD kJ3MqneXKl6AJ6v3Y6RMwQ== 0000867665-04-000033.txt : 20040603 0000867665-04-000033.hdr.sgml : 20040603 20040603151512 ACCESSION NUMBER: 0000867665-04-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040603 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABRAXAS PETROLEUM CORP CENTRAL INDEX KEY: 0000867665 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742584033 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16071 FILM NUMBER: 04847068 BUSINESS ADDRESS: STREET 1: 500 N LOOP 1604 E STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 BUSINESS PHONE: 2104904788 MAIL ADDRESS: STREET 1: 500 N LOOP 1604 EAST STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 8-K 1 consent8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report June 3, 2004 Abraxas Petroleum Corporation (Exact name of registrant as specified in its charter) Nevada (State of other jurisdiction of incorporation) 0-19118 74-2584033 (Commission File Number) (I.R.S. Employer Identification Number) 500 N. Loop 1604 East, Suite 100 San Antonio, Texas 78232 (Address of principal executive offices) Registrant's telephone number, including area code: 210-490-4788 Item 9. REGULATION FD DISCLOSURE The information in this Report (including Exhibit 99.1) is furnished pursuant to Item 9 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The following exhibits are filed as part of this report: NUMBER DOCUMENT 99.1 Press release dated June 3, 2004 SIGNATURES Pursuant to the requirement 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. ABRAXAS PETROLEUM CORPORATION By: /s/Chris Williford ------------------------------ Chris Williford Executive Vice President, Chief Financial Officer and Treasurer Dated: June 3, 2004 EX-99 2 consent.txt Exhibit 99.1 NEWS RELEASE ABRAXAS COMMENCES CONSENT SOLICITATION OF THE HOLDERS OF ITS 11 1/2% NOTES SAN ANTONIO, TX (June 3, 2004) - Abraxas Petroleum Corporation (AMEX:ABP) announced today the commencement of a consent solicitation relating to its 11 1/2% Secured Notes due May of 2007. The record date for the Consent Solicitation is May 3, 2004. As of the record date there was approximately $128.0 million aggregate principal amount of the notes outstanding. Abraxas is soliciting consents to modify the covenant currently limiting the Company to $10 million per year in capital expenditures. Assuming holders of a majority of the principal amount of the notes consent, capital expenditures will instead be limited so that the ratio of the Company's consolidated EBITDA (as determined under the Indenture) to the sum of the Company's consolidated cash interest expense plus its capital expenditures minus the net proceeds the Company receives from certain qualifying equity security or subordinated debt offerings must not be less than 1.0 to 1.0 for any fiscal year beginning with the fiscal year ending December 31, 2004. The consent payment to be paid for each consent properly delivered prior to the expiration of the consent solicitation will be $10 in cash for each $1,000 principal amount of notes. If consents received from Holders exceed the majority consent requirement, Abraxas will pay the consent payment on a pro rata basis. Holders of notes who do not consent will not be eligible to receive the consent payment. The consent solicitation will be open until 5:00 p.m., New York City time, on Monday, June 14, 2004, unless terminated or extended by Abraxas in its sole discretion. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consent with respect to any securities. The consent solicitation is being made solely by a Consent Solicitation Statement dated June 3, 2004. Guggenheim Capital Markets, LLC is serving as Solicitation Agent in connection with the consent solicitation. Questions regarding the terms of the consent solicitation may be directed to the Solicitation Agent at 212-381-7500. Global Bondholder Services Corporation is serving as Tabulation Agent and Information Agent in connection with the consent solicitation. Questions regarding the delivery procedures for the consents and requests for additional copies of the consent solicitation statement or related documents may be directed to the Information Agent at 212-430-3774. Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas exploitation and production company. The Company operates in Texas, Wyoming and western Canada. Safe Harbor for forward-looking statement: Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance suggested in this release. Such factors may include, but may not be necessarily limited to, changes in the prices received by the Company for crude oil and natural gas. In addition, the Company's future crude oil and natural gas production is highly dependent upon the Company's level of success in acquiring or finding additional reserves. Further, the Company operates in an industry sector where the value of securities is highly volatile and may be influenced by economic and other factors beyond the Company's control. In the context of forward-looking information provided for in this release, reference is made to the discussion of risk factors detailed in the Company's filing with the Securities and Exchange Commission during the past 12 months. FOR MORE INFORMATION CONTACT: Janice Herndon/Manager Corp. Communications Telephone 210.490.4788 jherndon@abraxaspetroleum.com www.abraxaspetroleum.com -----END PRIVACY-ENHANCED MESSAGE-----