-----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, EpY6vIVq10kuVdV9dor8ZrGwpLMnM/3xUlmpbUDFJz9z7D8dVah2MZa75bFMPfVK 8RQpxESUyfleUmqBxFb01g== 0000912057-01-543664.txt : 20020413 0000912057-01-543664.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-01-543664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN RESOURCES INC CENTRAL INDEX KEY: 0000353943 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840834147 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13171 FILM NUMBER: 1815960 BUSINESS ADDRESS: STREET 1: 1401 17TH ST SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032988100 MAIL ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 8-K 1 a2066236z8-k.txt FORM 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 DECEMBER 13, 2001 (Date of earliest event reported) Commission file number: 1-13171 EVERGREEN RESOURCES, INC. (Exact name of registrant as specified in its charter) COLORADO 84-0834147 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1401 17TH STREET, SUITE 1200 DENVER, COLORADO 80202 (Address of principal executive offices) (Zip code) (303) 298-8100 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On December 13, 2001, Evergreen Resources, Inc. announced that it had sold $100 million of senior convertible notes to qualified institutional investors in a private placement. The sale is expected to close on December 18, 2001. A copy of this press release is attached as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 99.1 Press Release dated December 13, 2001
SIGNATURE 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. Evergreen Resources, Inc. By: /s/ Kevin R. Collins ---------------------------- Kevin R. Collins Vice President Finance and Chief Financial Officer Date: December 17, 2001
EX-99.1 3 a2066236zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 EVERGREEN RESOURCES SELLS $100 MILLION OF 4.75% SENIOR CONVERTIBLE NOTES Denver, Colorado, December 13, 2001 ...EVERGREEN RESOURCES, INC. (NYSE: EVG) announced today that it agreed to privately place $100 million aggregate principal amount of 4.75% senior convertible notes due 2021. The notes will be unsecured obligations, convertible into Evergreen common stock at the option of the holder under certain circumstances at a conversion price of $50.00 per share. The notes will rank on parity in right of payment with all of the company's existing and future senior indebtedness, and senior in right of payment with all future subordinated indebtedness. Holders may require the company to repurchase the notes on December 20, 2006, December 15, 2011 and December 15, 2016 at a repurchase price of 100% of the principal amount of notes plus accrued and unpaid interest. In addition, the notes contain certain repurchase provisions upon a change of control. On December 20, 2006, the company may pay the repurchase price in cash, in shares of Evergreen common stock, or in any combination of cash and common stock. On December 15, 2011 and December 15, 2016, the company must pay the repurchase price in cash. The placement of the notes is expected to close on December 18, 2001. Evergreen intends to use the net proceeds of this offering to repay borrowings under its credit facility. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes and common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Evergreen Resources, Inc. is an independent energy company engaged in the exploration, development, production, operation and acquisition of unconventional natural gas properties. Evergreen Resources' common stock is traded on the New York Stock Exchange under the symbol "EVG." This press release contains forward-looking statements within the meaning of federal securities laws, including forward-looking statements regarding the company's future performance. These statements are subject to various uncertainties. Actual results could differ materially from these forward-looking statements as a result of a variety of risks, including, among others, risks that production and reserve estimates are inaccurate or gas prices change such that reserves become uneconomic. Accordingly, there can be no assurance that actual results will be as projected in these forward-looking statements. CONTACT: John B. Kelso, Manager of Investor Relations (303) 298-8100
-----END PRIVACY-ENHANCED MESSAGE-----