-----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, DiJYgFymS1lqdJB+tlqcTm6q4I4+p/q9OFwEcLdrydTnPPi0pnwM3LrCz4OmUPiE bjaQzV25MzUjGeFH7980fA== 0000912057-02-016330.txt : 20020424 0000912057-02-016330.hdr.sgml : 20020424 ACCESSION NUMBER: 0000912057-02-016330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020422 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESENJAY EXPLORATION INC CENTRAL INDEX KEY: 0000901611 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731421000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12530 FILM NUMBER: 02619374 BUSINESS ADDRESS: STREET 1: 500 N WATER STREET STREET 2: SUITE 1100 CITY: CORPUS CHRISTI STATE: TX ZIP: 78471 BUSINESS PHONE: 5128837464 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2920 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER NATURAL GAS CORP DATE OF NAME CHANGE: 19931006 8-K 1 a2077729z8-k.txt 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): April 22, 2002 ESENJAY EXPLORATION, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-80243 73-1421000 (STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 500 NORTH WATER STREET, SUITE 1100 S. CORPUS CHRISTI, TEXAS 78471 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (361) 883-7464 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (NOT APPLICABLE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5: OTHER EVENTS On March 17, 2002 Esenjay Exploration, Inc., a Delaware corporation ("Esenjay"), Santos Americas and Europe Corporation, a Delaware corporation ("Parent"), and ECM Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), entered into an Agreement dated March 17, 2002 (the "Merger Agreement") pursuant to which Sub agreed to commence a tender offer (the "Offer") for all outstanding shares of Esenjay common stock, par value $0.01 (the "Common Stock") at a price per share of $2.84 in cash (the "Offer Price"). The Merger Agreement provides for a two-step transaction. The first step is the Offer and the second step a follow-on merger between Sub and Esenjay in which Esenjay would be the surviving corporation. Esenjay announced on April 23, 2002 that the Offer had been completed, with 92.3% of the outstanding shares of Esenjay common stock (including shares subject to guaranteed delivery) having been validly tendered and not withdrawn. Esenjay also announced that Santos advised it the follow-on merger between Sub and Esenjay was expected to be completed promptly after payment for the tendered shares, on or about April 26, 2002. Esenjay issued a press release announcing the completion of the Offer on April 23, 2002, a copy of which is filed as Exhibit 99.1 hereto and which is incorporated herein by reference. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS 99.1 Text of press release dated April 23, 2002 issued by Esenjay Exploration, Inc. 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. DATE: APRIL 23, 2002 ESENJAY EXPLORATION, INC. By: /s/ DAVID B. CHRISTOFFERSON -------------------------------------- David B. Christofferson, Senior Vice President and General Counsel EXHIBIT INDEX 99.1 Text of press release dated April 23, 2002 issued by Esenjay Exploration, Inc. EX-99.1 3 a2077729zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE NEWS RELEASE NUMBER 02 - 04 Esenjay Exploration, Inc. CONTACT: Investor and Media Relations c/o Shimmerlik Corporate Communications Warren Shimmerlik (212) 247-5200 - -------------------------------------------------------------------------------- ESENJAY EXPLORATION, INC. ANNOUNCES COMPLETION OF TENDER OFFER FOR ITS COMMON STOCK HOUSTON, TEXAS - APRIL 23, 2002 - Esenjay Exploration, Inc. ("Esenjay") announced today that Santos Americas and Europe Corporation and ECM Acquisition Company (collectively "Santos") have notified Esenjay that they have completed their cash tender offer to acquire all outstanding shares of common stock of Esenjay Exploration, Inc. (NASDAQ: ESNJ). The offer expired at 12:00 midnight (New York City time) on April 22, 2002. Santos has accepted for payment all Esenjay shares validly tendered and not withdrawn as of the expiration of the offer. Santos has announced that payment for those shares will be made promptly. The Bank of New York, the depository for the offer, has advised Santos that, as of the expiration of the offer, approximately 17.8 million shares of Esenjay common stock (including approximately 552,886 shares subject to guarantees of delivery within the next three days) were validly tendered and not withdrawn in the offer. Those shares represent approximately 92.3% of the outstanding shares of Esenjay common stock. Santos has stated it will complete the acquisition of Esenjay promptly after payment for the tendered shares, on or about April 26, 2002, through a short-form merger in which each share of Esenjay common stock not purchased in the offer and not held by stockholders who properly exercise dissenters' rights under Delaware law will be converted into the right to receive $2.84 in cash. Following the second-step merger, Esenjay will become a wholly owned subsidiary of Santos. As such it will no longer be a publicly traded company. [CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION] Certain statements contained herein that set forth management's expectations or predictions of the future are forward-looking statements. The risks and uncertainties include, but are not limited to, normal risks associated with closing of acquisition or merger transactions, potential delays in timing, and regulatory uncertainties. Additional information concerning factors that could cause actual results to vary materially is contained in Esenjay's periodic filings with the U.S. Securities and Exchange Commission ("SEC"), all of which may be obtained by contacting Esenjay or the SEC. -----END PRIVACY-ENHANCED MESSAGE-----