-----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, AV/1smIl9RlbIjFzQ1QLZpOUgRMkeSJuxX26jiQTnUldYs5RkEtp+QbFKz4QYI6+ AhKoDsHSqgBtYCX/jnTgEQ== 0000860713-97-000012.txt : 19971024 0000860713-97-000012.hdr.sgml : 19971024 ACCESSION NUMBER: 0000860713-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971021 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971023 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SNYDER OIL CORP CENTRAL INDEX KEY: 0000860713 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752306158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10509 FILM NUMBER: 97699461 BUSINESS ADDRESS: STREET 1: 777 MAIN ST STE 2500 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8176543166 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2500 CITY: FORT WORTH STATE: TX ZIP: 76102 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): October 21, 1997 SNYDER OIL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10509 75-2306158 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 777 Main Street Fort Worth, Texas 76102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 338-4043 - -------------------------------------------------------------------------------- Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On October 21, 1997, as had been previously announced on October 16, 1997, Snyder Oil Corporation ("SOCO") completed the disposition of its 14 million share interest in Patina Oil & Gas Corporation ("Patina"). The shares were sold through a combination of an underwritten secondary public offering and repurchase by Patina at a net price of $9.332 per share. Simultaneously, SOCO's representatives on Patina's Board of Directors, John C. Snyder and William J. Johnson, resigned from Patina's Board of Directors. Net proceeds totalled approximately $127 million. As the result of the sale, SOCO expects to realize a gain, net of provision for taxes, of approximately $9.6 million. Item 5. OTHER EVENTS. Repurchase of Warrants. As announced on October 21, 1997, SOCO has issued 300,000 shares of its common stock in exchange for the surrender of the warrants held by Union Pacific Resources Group, Inc. The warrants had entitled the holder to purchase approximately 2.1 million shares of common stock at a purchase price of $21.04 per share. Half the warrants would have expired in February 1998, with the remaining half expiring in February 1999. Partial Call for Redemption of Preferred Stock. On October 21, 1997, SOCO also called for redemption on November 10, 1997, 2,067,000 depositary shares of $6.00 Convertible Exchangeable Preferred Stock, in accordance with the terms under which they were issued. The shares to be redeemed represent one-half of the depositary shares outstanding. Each depositary share represents a one-fourth interest in a share of $6.00 Convertible Exchangeable Preferred Stock. The depositary shares will be redeemed, on a pro rata basis, at a redemption price of $25.90 per share, plus accrued and unpaid dividends to the redemption date of $0.1667 per depositary share. Each depositary share is convertible into 1.2221 shares of common stock at an adjusted conversion price of $20.46 per share of common stock. Holders of depositary shares called for redemption who desire to convert such shares must convert the depositary shares prior to 5:00 p.m. on November 3, 1997. No accrued dividends will be paid on depositary shares that are converted into common stock. Dividends on the depositary shares called for redemption will cease to accrue on November 10, 1997. As of the close of business on October 20, 1997, there were a total of 4,134,000 depositary shares outstanding. The depositary shares are convertible into a total of 5,052,161 shares of common stock Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information. The following unaudited pro forma condensed consolidated financial statements of SOCO are hereby incorporated by reference from Exhibit 99.1 filed herewith: (i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1997 (ii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months ended June 30, 1997 (iii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year ended December 31, 1996 (iv) Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements (c) Exhibits. 2.1 Amended and Restated Stock Repurchase Agreement dated as of July 31, 1997 and amended and restated as of September 18, 1997 -- incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form S-3 of Patina Oil & Gas Corporation (Commission File No. 333-32671) 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of SOCO 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. SNYDER OIL CORPORATION By: /s/ Peter E. Lorenzen ------------------------- Peter E. Lorenzen Vice President October 22, 1997 Exhibit 99.1 PRO FORMA FINANCIAL INFORMATION OF SNYDER OIL CORPORATION The unaudited pro forma condensed consolidated financial statements set forth the financial position of the Company as of June 30, 1997, and the results of operations for the six months ended June 30, 1997, and the year ended December 31, 1996, adjusted for certain significant transactions discussed below. The pro forma financial statements are based upon the assumptions set forth in the accompanying notes to such statements. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable under the circumstances. The pro forma financial statements comprise historical financial data that have been retroactively adjusted or combined to reflect the effect of the transactions discussed below on the historical financial statements of the Company. The pro forma condensed consolidated balance sheet at June 30, 1997, and the related pro forma condensed consolidated statement of operations for the six months then ended and the year ended December 31, 1996, were prepared as if the transactions were consummated on June 30, 1997, January 1, 1997, and January 1, 1996, respectively. The pro forma financial statements should be read in conjunction with the related historical financial statements and are not necessarily indicative of the results that would have actually occurred had the transactions been consummated on the dates or for the periods indicated or the results which may occur in the future. Pro Forma Divested Interests: During 1996, the Company consummated three significant transactions pursuant to which oil and gas properties were divested, including the sale of a 45% interest in its Piceance Basin holdings for $22.4 million, the sale of a 50% interest in its Green River Basin gas project for $16.9 million and the sale of its interests in the Giddings Field of southeast Texas for $11.8 million. These transactions have been reflected in the accompanying unaudited pro forma condensed consolidated financial statements as "pro forma divested interests." Pro Forma Acquired Interests: During 1996, the Company consummated three significant transactions pursuant to which incremental interests in certain properties located in the Gulf of Mexico were acquired for a net purchase price of $72.1 million. These transactions have been reflected in the accompanying unaudited pro forma condensed consolidated financial statements as "pro forma acquired interests." Pro Forma Patina Disposition: On October 21, 1997, the Company completed the disposition of its 74% interest in Patina Oil and Gas Corporation ("Patina"). As a result of the sale, Patina will no longer be a consolidated subsidiary in the Company's financial statements. This transaction has been reflected in the accompanying unaudited pro forma condensed consolidated financial statements as "pro forma Patina disposition." UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET June 30, 1997 (In thousands)
Pro Forma Patina Disposition ------------------------------ Historical Adjustments As Adjusted(1) ---------- ----------- -------------- ASSETS Current assets $ 89,837 85,663 (a) $ 175,500 Investments 128,824 128,824 Oil and gas properties, net 623,952 (371,016)(a) 252,936 Gas facilities and other, net 17,295 (2,891)(a) 14,404 --------- --------- $ 859,908 $ 571,664 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 89,318 (27,729)(a) $ 61,589 Senior debt 97,001 (97,000)(a) 1 Subordinated notes 271,256 (97,685)(a) 173,571 Deferred taxes payable 19,762 8,207 (a) 27,969 Other noncurrent liabilities 21,413 (5,561)(a) 15,852 Minority interest 84,061 (77,893)(a) 6,168 Stockholders' equity Preferred stock, $.01 par value 10 10 Common stock, $.01 par value 316 316 Capital in excess of par value 260,920 260,920 Retained earnings 41,588 9,417 (a) 51,005 Common stock held in treasury (42,873) (42,873) Unrealized gain on investments 17,136 17,136 --------- --------- $ 859,908 $ 571,664 ========= ========= (1) As adjusted represents historical plus pro forma Patina disposition. The accompanying notes are an integral part of these statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 1997 (In thousands, except share data)
Pro Forma Patina Disposition -------------------------------- Historical Adjustments As Adjusted(1) ---------- ----------- -------------- Revenues Oil and gas sales $ 116,836 (52,113) (b) $ 64,723 Gas transportation, processing and marketing 6,205 6,205 Gains on sales of equity interests in investees 32,968 32,968 Gains on sales of properties 4,842 4,842 Other 2,320 (227) (b) 4,092 1,999 (c) ---------- ---------- 163,171 112,830 ---------- ---------- Expenses Direct operating 26,524 (9,322) (b) 17,202 Cost of gas and transportation 5,948 5,948 Exploration 5,390 (62) (b) 5,328 General and administrative 10,812 (2,611) (b) 8,201 Interest 13,764 (8,485) (b) 3,746 (1,533) (c) Other 2,800 2,800 Loss on sale of subsidiary interest 10,000 10,000 Depletion, depreciation and amortization 46,597 (24,776) (b) 21,821 ---------- ---------- Income before taxes and minority interest 41,336 37,784 Provision for income taxes Current 500 500 Deferred 11,489 1,236 (d) 12,725 ---------- ---------- 11,989 13,225 ---------- ---------- Minority interest in subsidiaries 3,429 (2,814) (b) 615 ---------- ---------- Income before extraordinary item 25,918 23,944 Extraordinary item-early extinguishment of debt, net 2,848 2,848 ---------- ---------- Net income 23,070 21,096 Preferred dividends 3,100 3,100 ---------- ---------- Net income applicable to common $ 19,970 $ 17,996 ========== ========== Net income per common share before extraordinary item $ .75 $ .68 ========== ========== Net income per common share $ .66 $ .59 ========== ========== Weighted average shares outstanding 30,435 30,435 ========== ========== (1) As adjusted represents historical plus pro forma Patina disposition. The accompanying notes are an integral part of these statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1996 (In thousands, except share data)
Pro Forma Pro Forma Divested Acquired Pro Forma Interests Interests Patina Disposition --------- --------- ------------------ Historical Adjustments Adjustments As Adjusted(1) Adjustments As Adjusted(2) ---------- ----------- ----------- -------------- ----------- -------------- Revenues Oil and gas sales $ 189,327 (14,182)(e) 29,682 (e) $ 204,827 (82,184) (b) $ 122,643 Gas transportation, processing and marketing 17,655 (178)(e) 17,477 17,477 Gains on sales of equity interests in investees 69,343 69,343 69,343 Gains on sales of properties 8,786 8,786 8,786 Other 7,303 400 (e) 7,703 (1,003) (b) 9,191 2,491 (c) --------- --------- -------- 292,414 308,136 227,440 --------- --------- --------- Expenses Direct operating 49,638 (4,172)(e) 2,092 (e) 47,558 (14,520) (b) 33,038 Cost of gas and transportation 15,020 (69)(e) 14,951 14,951 Exploration 4,232 (611)(e) 3,621 (224) (b) 3,397 General and administrative 17,143 203 (e) 17,346 (6,150) (b) 11,196 Interest 23,587 (1,221)(f) 3,232 (f) 25,598 (14,304) (b) 6,376 (4,918) (c) Other 5,312 5,312 5,312 Loss on sale of subsidiary interest 15,481 15,481 15,481 Depletion, depreciation and amortization 87,300 (8,801)(e) 11,567 (e) 90,066 (44,822) (b) 45,244 --------- -------- --------- Income before taxes and minority interest 74,701 88,203 92,445 --------- -------- --------- Provision for income taxes Current 33 33 33 Deferred 4,313 249 (d) 4,477 (d) 9,039 394 (b) 12,026 2,593 (d) --------- --------- --------- 4,346 9,072 12,059 --------- --------- --------- Minority interest in subsidiaries 7,405 7,405 (2,539) (b) 4,866 --------- --------- --------- Net income 62,950 71,726 75,520 Preferred dividends 6,210 6,210 6,210 ---------- --------- --------- Net income applicable to common $ 56,740 $ 65,516 $ 69,310 ========== ========= ========= Net income per common share $ 1.81 $ 2.09 $ 2.21 ========== ========== ========= Weighted average shares outstanding 31,308 31,308 31,308 ========== ========== ========= (1) As adjusted represents historical plus pro forma divested interests plus pro forma acquired interests. (2) As adjusted represents historical plus pro forma divested interests plus pro forma acquired interests plus pro forma Patina disposition. The accompanying notes are an integral part of these statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated financial statements reflect the adjustments described below: BALANCE SHEET (a) To reflect the sale of the Company's 74% interest in Patina for a total of approximately $127.3 million. Included in the recording of the proceeds is a reduction of the Company's senior debt of $12.0 million. STATEMENTS OF OPERATIONS (b) To reflect the revenue and expense amounts attributable to the Company's interest in Patina. (c) To adjust interest income and expense to reflect the use of the proceeds generated by the sale of Patina to retire the Company's senior debt and the investment of the average excess cash balance. (d) To record the estimated deferred income tax provision which would have been provided had the divestitures and acquisitions occurred at the beginning of the period. (e) To reflect the revenue and expense amounts attributable to the divested and acquired interests. (f) To adjust interest expense to reflect the use of proceeds from divestitures to reduce senior debt or the incurrence of additional senior debt to fund acquisitions. -----END PRIVACY-ENHANCED MESSAGE-----