-----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, F1HTSylB/i1Q/YVLckW2VqKWSdd2JlSZwArXy9TehOksSsHZdoe0otu0XM1w0ibK 8keVTwivaP2vjjEKKxJ7Sw== 0000916641-02-000011.txt : 20020413 0000916641-02-000011.hdr.sgml : 20020413 ACCESSION NUMBER: 0000916641-02-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3TEC ENERGY CORP CENTRAL INDEX KEY: 0000903267 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 631081013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14745 FILM NUMBER: 2502042 BUSINESS ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77002-2 BUSINESS PHONE: 7138217100 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE BAY OIL CO INC DATE OF NAME CHANGE: 19930504 8-K 1 d8k.txt CURRENT REPORT 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): December 31, 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.) 700 Milam Street, Suite 1100, Houston, Texas 77002 (Address of principal executive offices and zip code) (713) 821-7100 Registrant's telephone number, including area code ITEM 5 - OTHER EVENTS 3TEC Energy Corporation ("3TEC") announced January 2, 2002, that the merger agreement with Enex Resources Corporation ("Enex") dated October 25, 2001, (the "Merger Agreement") was approved at a special meeting of the Enex stockholders on December 31, 2001. Pursuant to the terms of the Merger Agreement, 3NEX Acquisition Corporation, a wholly-owned subsidiary of 3TEC, has been merged with Enex, with Enex being the surviving corporation. Each share of Enex common stock (other than shares owned by 3TEC) has been converted into the right to receive $14.00 per share in cash. The January 2, 2002 press release regarding the merger is filed herewith as Exhibit 99.1, and is incorporated herein by reference. Two 3TEC directors, Gary R. Christopher and Stephen W. Herod, have announced their resignation effective December 31, 2001. The remaining 3TEC 1 directors have appointed two independent directors, Larry J. Bump and James L. Irish, III, effective January 1, 2002. Mr. Bump has been appointed as a Class I director to serve until the 3TEC 2002 annual meeting. Mr. Bump is Chief Executive Officer and Chairman of the Board of Directors of Willbros Group, Inc., a leading independent contractor serving the oil, gas and power industries, providing construction, engineering and other specialty oilfield-related services to industry and government entities worldwide. Mr. Irish has been appointed as a Class II director to serve until the 3TEC 2003 annual meeting. Mr. Irish is a partner with Thompson & Knight LLP, a Texas based law firm. Mr. Irish practices in the areas of energy finance and corporate law. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed herewith: 99.1 Press Release issued by the Registrant on January 2, 2002 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. 3TEC Energy Corporation (Registrant) Date: January 4, 2002 By: /s/ Floyd C. Wilson ---------------------- Floyd C. Wilson Chief Executive Officer and Chairman of the Board INDEX TO EXHIBITS 99.1 Press Release dated January 2, 2002. 2 EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 P R E S S R E L E A S E FOR IMMEDIATE RELEASE For further information contact: Shane M. Bayless 713.821.7160 sbayless@3tecenergy.com 3TEC Energy Corporation Announces Completion of Merger with Enex Resources Corporation Houston, Texas, January 2, 2002... 3TEC Energy Corporation ("3TEC") (NASDAQ: TTEN) announced today that it has completed the previously announced cash merger with Enex Resources Corporation ("Enex"). Pursuant to the terms of the agreement, a wholly-owned subsidiary of 3TEC was merged into Enex resulting in Enex becoming a wholly owned subsidiary of 3TEC. Prior to the merger, 3TEC owned 80% of the outstanding common stock of Enex. The merger was effective on December, 31, 2001. As of such date, each share of Enex common stock not previously owned by 3TEC has been converted into the right to receive $14.00 per share in cash. 3TEC Energy Corporation is engaged in the acquisition, development, production and exploration of oil and natural gas, with properties geographically concentrated in East and South Texas and the Gulf Coast region. 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, including the risk that significant properties do not achieve projected results, risks related to exploration and development including risks relating to the lack of economic drilling prospects, the inability of the Company to achieve expected efficiencies in controlling expenses, uncertainties about the estimates of reserves, government regulation, competition and the ability of the Company to meet its stated business goals. Pennzoil Place o 700 Milam Street, Suite 1100 o Houston, TX 77002 o 713-821-7100 o Fax 713-821-7200 -----END PRIVACY-ENHANCED MESSAGE-----