-----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, K//qf1rb3rIhUj/4Xo0AZYQ0Q9SZ+RLAknevVCdL83jE0SDPmWmT6gT8HDQxoKd4 bXmsmLhPktI6iiqkd7qj+Q== 0000912057-99-001936.txt : 19991025 0000912057-99-001936.hdr.sgml : 19991025 ACCESSION NUMBER: 0000912057-99-001936 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990902 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLE BAY OIL CO INC CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 631081013 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14745 FILM NUMBER: 99732621 BUSINESS ADDRESS: STREET 1: 1221 LAMAR ST STREET 2: SUITE 1020 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7137596808 MAIL ADDRESS: STREET 1: PO BOX 390 CITY: MOBILE STATE: AL ZIP: 36602 8-K 1 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): SEPTEMBER 2, 1999 MIDDLE BAY OIL COMPANY, INC. (Exact name of Registrant as specified in its charter) ALABAMA 0-21702 63-1081013 - ------- ------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1221 Lamar, Suite 1020, Houston, Texas 77010 (Address of principal executive offices and zip code) (713)759-6808 Registrant's telephone number, including area code ITEM 5 - OTHER EVENTS Middle Bay Oil Company, Inc. ("Middle Bay") and its largest shareholder, 3TEC Energy Company, L.L.C., have entered into multiple letters of intent to purchase properties and interests owned by a group of private sellers which is managed by Floyd Oil Company. The transaction is subject to the execution of definitive agreements and completion of due diligence. Closing is expected to occur in late October or November 1999. Initial drafts of definitive agreements have been mailed to the sellers during the week of October 18, 1999. The timing of these potential transactions depends on the progress of completion of executed definitive agreements as well as the completion of due diligence by Middle Bay. Middle Bay will finance the transactions using existing cash reserves and a new bank line which is currently being negotiated with a group of banks. The successful completion of the bank negotiation is an additional contingency to the closing of the transactions. The October 7, 1999 press release is filed herewith as Exhibit 99.1, and is incorporated herein by reference. ITEM 7 FINANCIAL STATEMENTS AND EXHIBIT Exhibits. The following exhibit is filed herewith: 99.1 Press Release issued by the Registrant on October 7, 1999 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Middle Bay Oil Company, Inc. (Registrant) Date: October 22, 1999 By: /s/ Floyd C. Wilson ------------------------- Floyd C. Wilson President, Chief Executive Officer and Chairman of the Board Exhibit 99.1 FOR IMMEDIATE RELEASE For further information contact: Steve W. Herod 713/759-6808, Ext. 104 MIDDLE BAY OIL COMPANY, INC. ANNOUNCES SIGNIFICANT ACQUISITION HOUSTON, TEXAS, OCTOBER 7, 1999.... Middle Bay Oil Company, Inc. ("Middle Bay") (NASDAQ: MBOC) and its largest shareholder, 3TEC Energy Company, LLC, announced today that Middle Bay has entered into an agreement for the acquisition of properties and interests owned by a group of private sellers and managed by Floyd Oil Company. The majority of the properties are located in Texas and Louisiana. The transaction has an approximate purchase price of $94 million and is subject to the execution of definitive agreements and completion of due diligence. Closing is expected to be in October 1999. The acquisition has an effective date of January 1, 1999. The properties being acquired have estimated proved reserves on a SEC basis at August 1, 1999 of 186 BCFE with 73% of the reserves classified as proved developed producing. The reserves being acquired are 76% natural gas. Middle Bay will operate the majority of the properties. On a pro-forma basis, this acquisition will increase Middle Bay's total proved reserves to 252 BCFE and increase daily production to 39 MMCFPD and 3,600 BOPD. Floyd C. Wilson, President and Chief Executive Officer of Middle Bay, stated, "This transaction is an early and significant step in the execution of our business plan. These properties increase our presence in key operating areas and add significantly to our attractive and extensive inventory of development opportunities." Middle Bay Oil Company, Inc. is an independent oil and gas exploration and production company, headquartered in Houston, Texas, with operations in Texas, Louisiana, Kansas and Oklahoma. The information contained in this press release may contain projections, estimates and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those included in the forward-looking statements include the timing and extent of changes in commodity prices for oil and gas, environmental risks, drilling, producing and operating risks, risks related to exploration and development, uncertainties about the estimates of reserves, government regulation, competition and the ability of the Company to meet its stated business goals. -----END PRIVACY-ENHANCED MESSAGE-----