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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): January 22, 1998
Commission File No. 000-20849
Rutherford-Moran Oil Corporation
(Exact name of Registrant as specified in its charter)
Delaware 76-0499690
(State of Incorporation (I.R.S. Employer
Organization) Identification Number)
5 Greenway Plaza
Suite 220
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 622-5555
(Registrant's telephone number, including area code)
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Item 1. Other Events
On January 22, 1998, Rutherford-Moran Oil Corporation publicly
announced that it has initiated a process to explore various strategic
alternatives, including the possible merger or sale of the company. The
purpose of this report is to file the press release containing such
announcement under the Securities Exchange Act of 1934, as amended, so that
such announcement may be incorporated by reference in the Registration
Statement on Form S-4 of Rutherford-Moran Oil Corporation, relating to an offer
to exchange Rule 144A debt securities for similar securities that are publicly
registered.
Item 2. Statements and Exhibits
Exhibits:
Exhibit
Number Description
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99.1 Press release of Rutherford-Moran Oil
Corporation dated January 22, 1998
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.
Rutherford-Moran Oil Corporation
(Registrant)
/s/ DAVID F. CHAVENSON
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David F. Chavenson
Vice President, Finance and Chief Financial
Officer and Corporate Secretary
Date: February 3, 1998
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press release of Rutherford-Moran Oil
Corporation dated January 22, 1998
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EXHIBIT 99.1
NEWS RELEASE EASTERLY
INVESTOR RELATIONS
Client: Rutherford-Moran Oil Corporation
FOR IMMEDIATE RELEASE Contacts: Dave Chavenson, CFO
Rutherford-Moran Oil Corporation
713-622-555
Ken Dennard, Managing Partner
Easterly Investor Relations
713-529-6600
RUTHERFORD-MORAN TO EXPLORE
STRATEGIC ALTERNATIVES
JANUARY 22, 1998 -- HOUSTON, TEXAS -- Rutherford-Moran Oil Corporation
(NASDAQ:RMOC) today announced that it has determined to explore various
strategic alternatives regarding the ongoing development of its large
concession in the Gulf of Thailand. Such alternatives include the possible
merger or sale of the Company. In this regard, the Company has retained Morgan
Stanley & Co. Incorporated and Chase Securities, Inc. as its financial advisors.
Rutherford-Moran Oil Corporation is an independent energy company that
concentrates its activities in Southeast Asia. Currently the company's
exploration and development activities are entirely in the Gulf of Thailand and
are conducted through its subsidiary, Thai Romo Limited, a Limited liability
company existing under the laws of Thailand. Additional exploration
opportunities are currently being reviewed in other areas of Southeast Asia.
Certain statements in this news release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of Rutherford-Moran Oil Corporation to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: the volatility of oil and gas prices, the
Company's ability to replace its oil and gas reserves, the Company's need for
and availability of substantial additional capital resources, the Company's
substantial indebtedness, the reliance upon estimates of proved reserves,
operating hazards and uninsured risks, competition, government regulation, and
the ability of the Company to implement its business strategy. These factors
are discussed in more detail in the Company's recent Form 10-K filing with the
Securities and Exchange Commission.
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