-----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, MpDAoFsXHn9qxTVWrt9dcdoWEWokQR2DWcgF8lx3q3rPFFmEgJQnsf3UWAN18r3e Z4mVsrSyGTiC9hRtFxyquw== 0000899078-97-000137.txt : 19970520 0000899078-97-000137.hdr.sgml : 19970520 ACCESSION NUMBER: 0000899078-97-000137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970330 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCES PLC CENTRAL INDEX KEY: 0000937568 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19013 FILM NUMBER: 97608852 BUSINESS ADDRESS: STREET 1: KINGSWAY HOUSE 15-17 KING STREET STREET 2: 011-44-71-9309337 CITY: LONDON ENGLAND STATE: NY ZIP: 19107-3496 MAIL ADDRESS: STREET 1: JENKENS & GILCHRIST PC STREET 2: 1445 ROSS AVENUE SUITE 2900 CITY: DALLAS STATE: TX ZIP: 75202 8-K 1 FORM 8-K UNITED STATES 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): APRIL 30, 1997 ALLIANCE RESOURCES PLC - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) ENGLAND AND WALES 0-27750 NONE - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) KINGSBURY HOUSE, 15-17 KING STREET, LONDON SW1Y 6QU - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 44 (171) 930-9337 CORPDAL:65491.2 30122-00002 1 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Effective May 1, 1997, Alliance Resources Plc ("Alliance"), completed its acquisition of LaTex Resources, Inc. ("LaTex"), in which a newly formed, wholly owned subsidiary of Alliance merged (the "Merger") with and into LaTex, with LaTex being the surviving corporation in the Merger. In consideration of the Merger, the former shareholders of LaTex received an aggregate of 21,448,787 shares of Alliance, par value (pound)0.40 per share (the "New Alliance Shares") and warrants to purchase an additional 1,927,908 New Alliance Shares. As a result of the Merger, after giving effect to a 40-to-1 reserve stock split of the Alliance ordinary shares, each LaTex shareholder at the close of business on April 30, 1997, received 0.85981 of a New Alliance Share for each share of LaTex Common Stock then held, 2.58201 New Alliance Shares for each share of LaTex Series A stock then held, 6.17632 New Alliance Shares for each share of LaTex Series B stock then held, and a warrant to purchase 0.85981 of a New Alliance Share for each share of LaTex Common Stock subject to warrants issued by LaTex then held. Alliance has also issued 1,500,000 New Alliance Shares, convertible loan notes and warrants to LaTex's bank in payment of certain fees and in exchange for an overriding royalty interest held by the bank. As a result of the Merger and related transactions, Alliance has outstanding approximately 31,052,603 New Alliance Shares, warrants to purchase up to 3,138,946 New Alliance Shares and convertible loan notes convertible into 1,078,125 New Alliance Shares. After the close of business on April 30, 1997, no transfer of LaTex shares will be effected. As soon as practicable, a letter of transmittal will be mailed to all holders of LaTex shares to be used by those holders in surrendering to the transfer agent of Alliance their stock certificates representing LaTex shares and to receive in exchange certificates representing New Alliance Shares. The New Alliance Shares will be listed on the London Stock Exchange under the symbol "ARS." The consideration paid in the Merger and related transactions was determined through arms-length negotiations. The Merger and related transactions are intended to create an oil and gas exploration, development and production company with greater opportunity for growth through domestic acquisition and participation in foreign concessions than either of the companies could achieve separately. Management of Alliance intends to focus particularly on opportunities in the United States, the former Soviet Union and the Middle East. The Merger and the transactions related thereto are described in greater detail in the joint Proxy Statement/Prospectus of Alliance and LaTex dated March 14, 1997, which is incorporated by reference as an exhibit to this report. CORPDAL:65491.2 30122-00002 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to provide all of the required financial statements for LaTex at this time. The registrant will file such financial statements as soon as practicable, but no later than 60 days after this report must be filed. (B) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the required pro forma financial statements for Alliance at this time. The registrant will file such financial statements as soon as practicable, but no later than 60 days after this report must be filed. (C) EXHIBITS. The following exhibits are furnished in accordance with Item 601 of Regulation S-K. 99.1 Press Release announcing completion of the Merger. 99.2 Proxy Statement/Prospectus of Alliance with respect to the Merger dated March 14, 1997 (incorporated by reference to the filing made pursuant to Rule 424(b)(3) on April 18, 1997). CORPDAL:65491.2 30122-00002 3 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 of the undersigned hereunto duly authorized. ALLIANCE RESOURCES PLC Date: May 15, 1997 By: /s/ John A. Keenan ------------------- Name: John A. Keenan Title: Managing Director CORPDAL:65491.2 30122-00002 EX-99 2 EXHIBIT 99.1 Exhibit 99.1 Alliance Resources Plc & LaTex Resources, Inc. Announce Completion of Merger TULSA, Okla., April 30 -- Alliance Resources Plc, which is traded on the London Stock Exchange, and LaTex Resources, Inc. (Nasdaq: LATX) today announced the completion of the merger of LaTex with a wholly-owned subsidiary of Alliance. As a result of the Merger, after giving effect to a 40-to-1 reserve stock split of the Alliance shares, each LaTex shareholder at the close of business on April 30, 1997, will receive 0.85981 of a new Alliance share for each share of LaTex Common Stock then held, 2.58201 new Alliance shares for each share of LaTex Series A stock then held, 6.17632 new Alliance shares for each share of LaTex Series B stock then held, and a warrant to purchase 0.85981 of a new Alliance share for each share of LaTex Common Stock subject to warrants issued by LaTex then held. Alliance has also issued new Alliance shares, convertible loan notes and warrants to LaTex's bank in payment of certain fees and in exchange for an overriding royalty interest held by the bank. As a result of the merger and related transactions, Alliance has outstanding approximately 31,052,603 new Alliance shares, warrants to purchase up to 3,138,946 new Alliance shares and convertible loan notes convertible into 1,078,125 new Alliance shares. After the close of business on April 30, 1997, no transfer of LaTex shares will be effected. As soon as practicable, a letter of transmittal will be mailed to all holders of LaTex shares to be used by those holders in surrendering to the transfer agent of Alliance their stock certificates representing LaTex shares and to receive in exchange certificates representing new Alliance shares. The new Alliance shares will be listed on the London Stock Exchange under the symbol "ARS." Quotations for the new Alliance shares are anticipated to be available in the daily US edition of the Financial Times. Investors may place orders for the purchase or sale of the shares through most licensed broker dealers in the US. The merger and related transactions are intended to create an oil and gas exploration, development and production company with greater opportunity for growth through domestic acquisitions and participation in foreign concessions than either of the companies could achieve separately. Management of Alliance intends to focus particularly on the opportunities in the United States, the former Soviet Union and the Middle East. SOURCE LaTex Resources, Inc. CORPDAL:65939.1 30122-00002 -----END PRIVACY-ENHANCED MESSAGE-----