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):  OCTOBER 2, 1998

                             --------------------

                              AVIVA PETROLEUM INC.
             (Exact name of Registrant as specified in its charter)


           TEXAS                        0-22258                 75-1432205
      (State or other           (Commission File Number)     (I.R.S. Employer
jurisdiction of incorporation)                            Identification Number)

    8235 DOUGLAS AVENUE
         SUITE 400                                                   75225
       DALLAS, TEXAS                                               (Zip code)
   (Address of principal
     executive offices)

      Registrant's telephone number, including area code:  (214) 691-3464

                                      N/A
                 (former address if changed since last report)

================================================================================

 
ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

     On October 2, 1998, James E. Tracey, a director of Aviva Petroleum Inc.
(the "Company"), resigned from the board of directors of the Company.  The
resignation letter, including its antecedents, is filed herewith as Exhibit 17.1
and is incorporated herein by reference.  According to the letter of
resignation, Mr. Tracey resigned because the Company mailed to its stockholders
a proxy statement/prospectus, dated September 8, 1998 (the "Proxy Statement"),
prior to entering into a new definitive credit facility with the Company's
lenders.  The Proxy Statement, contained in a Registration Statement on Form S-4
of the Company, relates to a proposed merger (the "Merger") of Garnet Resources
Corporation ("Garnet") with and into a subsidiary of the Company pursuant to
which Garnet would become a wholly owned subsidiary of the Company.  Mr. Tracey
also objected to "the failure to provide [him] with a copy of the SEC filings,
even though [he] asked on two occasions. . . ."

     The Agreement and Plan of Merger dated as of June 24, 1998 among the
Company, Aviva Merger, Inc.  and Garnet (the "Merger Agreement"), which governs
the Merger, provides, as stated in the Proxy Statement, that consummation of the
Merger is conditioned on the bank having made available to the Company a credit
line of $15,000,000.  At the time that it approved the Merger Agreement, the
Company's board of directors authorized the officers of the Company to file the
Registration Statement and to mail the Proxy Statement to the Company's
stockholders.  Given the substantial financial difficulties currently faced by
both the Company and Garnet, the officers of both companies determined that it
was in the best interests of their respective stockholders to distribute the
Proxy Statement as soon as the Registration Statement was declared effective.

     Copies of a draft of the Registration Statement, including a draft of the
Proxy Statement included therein, were mailed to the directors of the Company.
Copies of the Registration Statement, as originally filed, were delivered to the
Company's U.S. directors and to the Company's London legal representative with
instructions to forward them to several persons, including Mr. Tracey (which
forward delivery to Mr. Tracey may not have occurred).

     The Proxy Statement discloses the terms of the agreement in principle
between the Company and its lenders.  Pending completion of a definitive credit
facility, the Company's senior lender, ING (U.S.) Capital Corporation, advanced
the sum of $760,000 to the Company on August 10, 1998 pursuant to the terms of
an amendment to its existing credit facility.  Failure to consummate the Merger
by October 31, 1998 would result in an event of default under the terms of this
amendment. The Company anticipates that a definitive bank credit facility will
be executed and delivered prior to the date of the meetings of the stockholders
of the Company and Garnet (both of which are scheduled to occur on October 20,
1998).

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(C)  EXHIBITS

     *17.1       Letter of resignation from James E. Tracey, dated October 2,
                 1998, together with initial letter of resignation dated
                 September 22, 1998 and letter of review of resignation position
                 dated September 24, 1998.

- -----------------------
*Filed herewith


                                       2

 
                                   SIGNATURES


     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 thereunto duly authorized.



                                AVIVA PETROLEUM INC.



                                By: /s/ Ronald Suttill
                                    --------------------------------------------
                                    Name:  Ronald Suttill
                                    Title: President and Chief Executive Officer

Date:     October 9, 1998

 
                               INDEX TO EXHIBITS

 EXHIBIT
 NUMBER
 ------

 *17.1     Letter of resignation from James E. Tracey, dated October 2, 1998,
           together with initial letter of resignation dated September 22, 1998
           and letter of review of resignation position dated September 24,
           1998.


- ----------------------
*Filed herewith

EX-17.1

 
                                                                    EXHIBIT 17.1

TO:       Jay Busby - Company Secretary

FROM:     Jim Tracey - Director

SUBJECT:  Resignation

DATE:     2 October, 1998

NUMBER OF PAGES, INCLUDING THIS COVER PAGE: 1
- --------------------------------------------------------------------------------

Thank you for your memorandum dated October 2.  I can understand how my 
memoranda may have caused confusion in your mind and offer my apologies.

Since speaking to Bill Joor I have waited a week for the latest draft facility 
document to be produced to no avail.  Ron's "update" dated 24 September gave no 
definitive information and I was left to rely on his "guess".

I have tired of having to chase for information and I am also tired of being 
promised progress if only I will wait.  For your information I attach a copy of 
my memorandum dated 1 March in which I first expressed my concern at how the 
transaction was being progressed with inadequate regard for a formal commitment 
from the bank(s).

As indicated in my resignation letter I believe that I have been mislead and, in
my opinion, the Board's resolutions on the merger have not been fully carried 
out which was why I did not sign the unanimous consent to change the record date
for the special meeting of stockholders.  My patience is exhausted and I ask 
that you progress my resignation.

Regards,

/s/ JAMES E. TRACEY

James E Tracey



 
TO:       Ron Suttill

FROM:     Jim Tracey

DATE:     24 September, 1998

NUMBER OF PAGES, INCLUDING THIS COVER PAGE: 1
- --------------------------------------------------------------------------------

Thank you for your fax.

As agreed with Bill Joor on receipt of the latest draft of the facility 
documentation and an update on progress, I will review my position.  However, 
please note that neither our conversations nor the fax details received to date 
have persuaded me that I should revise my resignation letter and I remain 
displeased with the attitude displayed at my legitimate concerns about the 
future of the Company and my requests for information.

I am away tomorrow but will leave the fax machine on.

/s/ JAMES E. TRACEY

James E. Tracey


 
TO:       Ron Suttill - Chairman
          Jay Busby - Secretary

FROM:     Jim Tracey - Director

SUBJECT:  Resignation

DATE:     22 September, 1998

NUMBER OF PAGES, INCLUDING THIS COVER PAGE: 1
- --------------------------------------------------------------------------------

Further to my recent discussions on the telephone with Ron I have decided to 
resign from the Board of Aviva with immediate effect.

I was concerned to read in the prospectus to the merger that the banking 
facilities have not been formally committed by the banks involved.  This is in 
contrast to my understanding of what was agreed at the last Board meeting and 
also to assurances I received prior to the SEC filings.  Given that the merger 
proposal originated from Ing Bank in February and that they were instrumental in
dictating the terms, I find this situation untenable.  It seems to me 
unreasonable that Ing Bank are unwilling or unable to provide greater commitment
to the Company and its shareholders at this stage, beyond issuing a term sheet.

It is with regret that I resign, especially at this juncture.  However the 
failure to provide me with a copy of the SEC filings, even though I asked on two
occasions, left me in ignorance about this central issue.  I have consistently 
stated that I would not support any proposal which did not include the provision
of adequate formal banking facilities to 31 March 1999.

Please circulate this memorandum to members of the Board and to the appropriate 
authorities.

Yours,

/s/ JAMES E. TRACEY

James E. Tracey