8-K/A 1 d8ka.txt AMENDMENT TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): FEBRUARY 13, 2001 3TEC ENERGY CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 001-14745 63-1081013 ---------------------------- --------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) Two Shell Plaza, 777 Walker, Suite 2400, Houston, Texas 77002 (Address of principal executive offices and zip code) (713) 821-7100 Registrant's telephone number, including area code Purpose of this Amendment On February 13, 2001, the registrant filed its Form 8-K for the acquisition of 100% of the issued and outstanding stock of Classic Resources Inc. ("Classic"). Financial information required under Item 7 and Regulation S-B Item 310 was not available at the time of the filing. The purpose of this amendment is to include the required audited financial statements and pro forma information. ITEM 2 - ACQUISITION OF ASSETS On January 30, 2001, 3TEC Energy Corporation ("3TEC") closed the previously announced transaction to purchase 100% of the issued and outstanding stock of Classic as described in the registrant's Form 8-K filed on February 13, 2001. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS The financial statement information required under Regulation S-B Item 310 is included after the signature page as follows: (a) Financial Statements of Business Acquired The following audited consolidated financial statements of Classic Resources, Inc., together with the independent auditors' report by Arthur Andersen LLP, appear as Exhibit 99.2 to this Current Report on Form 8-K/A and are hereby incorporated by reference: Consolidated Balance Sheet as of December 31, 2000 Consolidated Income Statement for the year ended December 31, 2000 Consolidated Statement of Retained Earnings for the year ended December 31, 2000 Consolidated Statement of Cash Flows for the year ended December 31, 2000 Notes to the Consolidated Financial Statements (b) Pro Forma Financial Information The following unaudited pro forma consolidated financial statements of the Registrant and Classic appear as Exhibit 99.3 to this Current Report on Form 8-K/A and are hereby incorporated by reference: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2000 Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2000 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (c) Exhibits. 2.1 Stock Purchase Agreement dated December 29, 2000 (incorporated by reference to Exhibit 2.1 to 3TEC's Form 8-K filed on February 13, 2001) 99.1 Press Release issued by the Registrant on January 31, 2001 (incorporated by reference to Exhibit 99.1 to 3TEC's Form 8-K filed on February 13, 2001) 99.2 The following audited consolidated financial statements of Classic with report with the independent auditors' report by Arthur Andersen LLP *: Consolidated Balance Sheet as of December 31, 2000 Consolidated Income Statement for the year ended December 31, 2000 Consolidated Statement of Retained Earnings for the year ended December 31, 2000 Consolidated Statement of Cash Flows for the year ended December 31, 2000 Notes to the Consolidated Financial Statements 99.3 The following unaudited pro forma condensed consolidated financial statements of the Registrant and Classic *: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2000 Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2000 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements * Filed herewith SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 3TEC Energy Corporation (Registrant) Date: April 13, 2001 By: /s/ Floyd C. Wilson -------------------- Floyd C. Wilson Chief Executive Officer and Chairman of the Board INDEX TO EXHIBITS 2.1 Stock Purchase Agreement dated December 29, 2000 (incorporated by reference to Exhibit 2.1 to 3TEC's Form 8-K filed on February 13, 2001) 99.1 Press Release issued by the Registrant on January 31, 2001 (incorporated by reference to Exhibit 99.1 to 3TEC's Form 8-K filed on February 13, 2001) 99.2 The following audited consolidated financial statements of Classic with report with the independent auditors' report by Arthur Andersen LLP *: Consolidated Balance Sheet as of December 31, 2000 Consolidated Income Statement for the year ended December 31, 2000 Consolidated Statement of Retained Earnings for the year ended December 31, 2000 Consolidated Statement of Cash Flows for the year ended December 31, 2000 Notes to the Consolidated Financial Statements 99.3 The following unaudited pro forma condensed consolidated financial statements of the Registrant and Classic *: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2000 Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2000 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements * Filed herewith