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 Earliest Event Reported: June 7, 1995
BARNWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-5103 72-0496921
(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
1100 ALAKEA STREET, SUITE 2900, HONOLULU, HAWAII 96813
(Address of principal executive offices) (Zip Code)
808-531-8400
(Registrant's telephone number, including area code)
Item 5. Other Events
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Barnwell Industries, Inc. issued $2,000,000 of convertible notes due July
1, 2003. The Notes will be payable in 20 consecutive equal quarterly
installments beginning in October 1998. Interest will be payable quarterly at
an initial rate of 10% per annum until October 1, 1995, after which the interest
rate will be adjusted quarterly to the greater of 10% per annum or 1% over the
prime rate of interest. The Notes are convertible into shares of the Company's
common stock at a price of $20.00 per share, subject to adjustment in certain
events including a stock split of, or stock dividend on, the common stock. The
Notes are redeemable, at the option of the Company, at any time after July 1,
1997 at premiums declining 1% annually from 105% to 100% of the principal amount
of the Notes. The proceeds from the sale of the Notes will be used for general
working capital purposes.
The Notes have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
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 hereunto duly authorized.
BARNWELL INDUSTRIES, INC.
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(Registrant)
/s/ Russell M. Gifford
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Russell M. Gifford
Vice President and
Chief Financial Officer
