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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: August 6, 1999
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(Date of earliest event reported)
FORMAN PETROLEUM CORPORATION
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(Exact name of Registrant as specified in charter)
Louisiana 333-31375 72-0954774
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
650 Poydras Street, Suite 2200, New Orleans, Louisiana 70130
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone no., including area code: (504) 586-8888
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Forman Petroleum Corporation (the "Company") issued today a press
release in which the Company announced that it had filed a voluntary petition to
reorganize the Company under Chapter 11 of the United States Bankruptcy Code
(the "Petition"). The Petition was filed in the United States Bankruptcy Court
for the Eastern District of Louisiana (the "Bankruptcy Court") and bears the
caption In re Forman Petroleum Corporation, Debtor (Case No. ___________).
As previously reported, the Company entered into a Memorandum of
Understanding dated April 27, 1999 (the "Memorandum") with certain holders of
the Company's 13.5% Senior Secured Notes Due June 1, 2004 (the "Noteholders")
and certain holders of the Company's Series A Cumulative Preferred Stock (the
"Preferred Stockholders") with respect to a proposed restructuring of the
Company (the "Recapitalization"). The Company and the other parties to the
Memorandum have executed a First Amendment to Memorandum of Understanding dated
August 6, 1999 (the "Amendment"), a copy of which is filed herewith.
The provisions of the Memorandum, as amended by the Amendment, will
form the basis for the Company's prepackaged plan of reorganization (the
"Plan"). The Amendment obligates the Company to file the Plan in the Bankruptcy
Court within five days after the filing of the Petition. By execution of the
Memorandum and the Amendment, each of the Noteholders and Preferred Stockholders
that is a party thereto has agreed to vote for the Plan, provided it complies in
all respects with the terms of the Memorandum as amended by the Amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION PAGE NO.
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10.6 First Amendment to Memorandum Filed Herewith
of Understanding
99.6 Press Release Filed Herewith
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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.
FORMAN PETROLEUM CORPORATION
Dated: August 6, 1999 By: /s/ McLain J. Forman
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McLain J. Forman
Chairman of the Board,
Chief Executive Officer and
President
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE NO.
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10.6 First Amendment to Memorandum Filed Herewith
of Understanding
99.9 Press Release Filed Herewith
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FIRST AMENDMENT TO
MEMORANDUM OF UNDERSTANDING
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THIS FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING (this "Agreement") is
entered into effective this 6th day of August, 1999 (the "Effective Date"), by
and among the undersigned holders (the "Noteholders") of those certain 13.5%
Senior Secured Notes issued by Forman Petroleum Corporation ("FPC"), the
undersigned holders of the Series A Cumulative Preferred Stock (the "Preferred
Stockholders") of FPC, FPC, appearing herein through McLain J. Forman
(individually, "Forman") its sole holder of all of the issued and outstanding
shares of common stock of FPC and Forman, individually.
W I T N E S S E T H:
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WHEREAS, FPC, Forman, the Noteholders, and the Preferred Stockholders are
parties to Memorandum of Understanding dated effective April 27, 1999 (the
"Memorandum");
WHEREAS, the Memorandum contemplated the filing by the Company of a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code after the solicitation of consents to a prepackaged plan of reorganization;
WHEREAS, the parties desire to amend the Memorandum to provide that, in
lieu of soliciting consents to a prepackaged plan of reorganization, the Company
will file a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code and thereafter submit to the Bankruptcy Court for approval and
confirmation the Plan of Reorganization attached hereto as Exhibit A (the
"Plan"); and
WHEREAS, the parties further desire to amend the Memorandum to provide a
limited waiver by the Company of the exclusive period provided to the Company by
the Bankruptcy Code with respect to the filing by the Noteholders and the
Preferred Stockholders of the Plan, subject to the terms and conditions set
forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. TITLE 11 PROCEEDING. FPC agrees to file within five (5) business days
after the Effective Date a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Proceedings") in the United
States District Court in and for the Eastern District of Louisiana. The date of
the filing of the Bankruptcy Proceedings shall be hereinafter referred to as the
"Restructuring Date."
2. THE PLAN. The Company agrees to file within five (5) days after the
Restructuring Date the Plan and related documents, including without limitation,
a disclosure statement, and by the execution hereof, each of the undersigned
Noteholders and Preferred Stockholders agrees to vote for the Plan, provided it
complies in all material respects with the terms of the Plan attached to this
Agreement.
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3. WAIVER OF EXCLUSIVITY PERIOD. If the Company fails to file the Plan
within fifteen (15) days after the Restructuring Date, the Company agrees that
the Noteholders and the Preferred Stockholders, acting by the vote required by
paragraph 20 of the Memorandum, may file the Plan in the Bankruptcy Proceeding.
The foregoing agreement is intended by the Company as a waiver of the Company's
exclusive right pursuant to Section 1121 of the Bankruptcy Code to file a plan
within 120 days after the order for relief in the Bankruptcy Proceedings, which
waiver is expressly limited to the filing of the Plan by the Noteholders and the
Preferred Stockholders upon satisfaction of the conditions set forth in the
first sentence of this Section 3, and is not intended to permit the filing
during the exclusive period of other plans of reorganization by the Noteholders
and the Preferred Stockholders under any circumstances.
4. AMENDMENT OF PLAN. The provisions of the Memorandum that would have
required, as part of the Plan, the formation of a new corporation to which FPC
would transfer certain assets and liabilities or economic interests, which new
corporation would then distribute securities to the Noteholders, the Preferred
Stockholders, and Forman, are deleted in their entirety. The parties agree that
all consideration to be issued to the Noteholders, the Preferred Stockholders,
and Forman pursuant to the Plan will be issued by FPC. The provisions of the
Memorandum that would have required as part of the Plan, the issuance of
warrants to McLain Forman in exchange for FPC Common Stock will be replaced with
a requirement that such warrants be issued to McLain Forman as part of his
management incentive package.
5. NO OTHER AMENDMENT. Except as otherwise specifically provided herein,
the Memorandum will remain in full force and effect.
6. DEFINITIONS. Capitalized terms not defined herein shall have the
meanings set forth in the Memorandum.
[REMAINDER OF PAGE IS BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth next to their signatures below, to be effective on the Effective Date.
NOTEHOLDERS:
TCW/CRESCENT MEZZANINE PARTNERS, L.P.
Notes Held: $2,500,000.00 TCW/CRESCENT MEZZANINE TRUST
Preferred Stock: 38,540 shares TCW/CRESCENT MEZZANINE INVESTMENT
PARTNERS, L.P.
By: TCW/Crescent Mezzanine, L.L.C.
Its General Partner or Managing Director
By: /s/ JOHN C. ROCCHIO
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Name: John C. Rocchio
Title: Managing Director
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TCW SHARED OPPORTUNITY FUND II, L.P.
Notes Held: $2,500,000.00
Preferred Stock Held: 115,623 shares By: TCW Asset Management Company,
Its Investment Manager
By: /s/ Melissa V. Weiler
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Name: Melissa V. Weiler
Title: Managing Director
By: /s/ Mark D. Senkpiel
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Name: Mark D. Senkpiel
Title: Senior Vice President
TCW LEVERAGED INCOME TRUST, L.P.
Notes Held: $23,250,000.00 By: TCW Advisors (Bermuda), Ltd.
As General Partner
By: /s/ Melissa V. Weiler
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Name: Melissa V. Weiler
Title: Managing Director
By: TCW Investment Management Company,
As Investment Advisor
By: /s/ Mark D. Senkpiel
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Name: Mark D. Senkpiel
Title: Senior Vice President
Notes Held: $1,000,000.00 BROWN UNIVERSITY
By: /s/ Melissa V. Weiler
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Name: Melissa V. Weiler
Title: Managing Director
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JEFFERIES & COMPANY, INC.
Notes Held: $10,500,000.00
By: /s/ Judith K. Otamura-Kester
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Name: Judith K. Otamura-Kester
Title: Senior Vice President
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NORTHSTAR HIGH TOTAL RETURN FUND
Notes Held: $5,000,000.00
By: /s/ Jeffrey Aurigamma
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Name: Jeffrey Aurigama
Title: Vice President
NORTHSTAR HIGH TOTAL RETURN FUND II
Notes Held: $2,000,000.00
By: /s/ Jeffrey Aurigamma
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Name: Jeffrey Aurigama
Title: Vice President
NORTHSTAR BALANCE SHEET
OPPORTUNITIES FUND
Notes Held: $1,000,000.00
By: /s/ Jeffrey Aurigamma
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Name: Jeffrey Aurigama
Title: Vice President
KOCH INVESTMENT GROUP, LTD.
Notes Held: $4,970,000.00
By: /s/ James R. McBride
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Name: James R. McBride
Title: KOCH Industries
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FORMAN:
/s/ McLain J. Forman
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McLain J. Forman
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FORMAN PETROLEUM CORPORATION
By: /s/ McLain J. Forman
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McLain J. Forman
Sole Stockholder and President
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Exhibit "A"
PLAN OF REORGANIZATION
Omitted From Filing
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Exhibit "B"
FORM OF ADOPTION AGREEMENT
This Adoption Agreement (this "Adoption") is executed pursuant to the terms
of that certain Memorandum of Understanding dated as of __________, 1999, a copy
of which is attached hereto and is incorporated herein by reference (the
"Memorandum of Understanding"), by the Transferee ("Transferee") executing this
Adoption. By execution of this Adoption, the Transferee agrees as follows:
1. Acknowledgment. Transferee acknowledges that the Transferee is subject
to the terms and conditions of the Memorandum of Understanding. All defined
terms used herein are intended to have the meanings ascribed to them in the
Memorandum of Understanding.
2. Joinder. Transferee hereby joins in and agrees to be bound by the
Memorandum of Understanding with the same force and effect as if the Transferee
were originally a party thereto. Transferee agrees that the Notes or Preferred
Stock acquired by the Transferee shall be bound by and subject to the terms of
the Memorandum of Understanding pursuant to the terms thereof.
Executed and dated this the _____ day of ____________.
[TRANSFEREE]
By: ___________________________________
Name:
Title:
_______________________________________
Please Print Name Here
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<PAGE>
FOR IMMEDIATE RELEASE Date: August 6, 1999
Contact: Michael Price
Chief Financial Officer
Phone: (504) 586-8888
Fax: (504) 522-1796
Email: [email protected]
After months of negotiations with the holders of its 13.5% Senior
Secured Notes and its Series A Preferred Stock, Forman Petroleum Corporation
(the "Company") filed today a petition for relief under Chapter 11 of the United
States Bankruptcy Code. The Chapter 11 petition was filed in New Orleans,
Louisiana in the United States Bankruptcy Court in the Eastern District of
Louisiana. The Chapter 11 proceeding has been assigned case number 99-14319.
The Company expects to file within five days in the Chapter 11
proceeding a Joint Plan of Reorganization. The Joint Plan will provide for the
cancellation of all currently issued and outstanding common stock and for the
conversion into newly issued shares of common stock of all outstanding 13.5%
Senior Secured Notes and Series A Preferred Stock. The Joint Plan also will
provide for the issuance of warrants to purchase common stock to certain classes
of interest holders and other persons and for the payment to lienholders and
unsecured creditors of cash or notes in varying amounts. In addition, the Joint
Plan will provide for the dismissal of the pending litigation against Jefferies
& Company, Inc. Certain noteholders and preferred stockholders are expected to
join with the Company in proposing the plan and have agreed to vote in favor of
the plan subject to certain conditions.
The Company expects to return to an active drilling and acquisition
program as soon as the Chapter 11 reorganization is completed.
Forman Petroleum Corporation is headquartered at 650 Poydras Street,
Suite 2200, New Orleans, Louisiana.
