8-K 1 d91509e8-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 Date of report (Date of earliest event reported): OCTOBER 22, 2001 WESTPORT RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) NEVADA 001-14256 13-3869719 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 410 SEVENTEENTH STREET SUITE 2300 DENVER, COLORADO 80202 (Address and Zip Code of Principal Executive Offices) (303) 573-5404 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On October 22, 2001, Westport Resources Corporation, a Nevada corporation (the "Company") issued a press release announcing that it intends to offer approximately $200 million of Senior Subordinated Notes due 2011 by means of a private placement pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended. The offering of the notes, which is subject to market and other conditions, will be made within the United States only to qualified institutional buyers, and outside the United States to non-U.S. investors. The Company expects to price the notes the week of October 29, 2001. The Company will use the net proceeds from the offering to repay a portion of the outstanding indebtedness under its bank credit facility. The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of business acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NUMBER EXHIBIT 99.1 Press release dated October 22, 2001 entitled "Westport Resources Commences Private Placement of $200 Million of Senior Subordinated Notes." [SIGNATURE PAGE FOLLOWS] 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 hereunto duly authorized. WESTPORT RESOURCES CORPORATION Date: October 22, 2001 By: /s/ Howard L. Boigon ------------------------ Name: Howard L. Boigon Title: Vice President, General Counsel and Secretary EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------ ------- 99.1* Press release dated October 22, 2001 entitled "Westport Resources Commences Private Placement of $200 Million of Senior Subordinated Notes."
* Filed herewith.