PETSEC ENERGY INC
8-K, 1999-01-21
CRUDE PETROLEUM & NATURAL GAS
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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 19, 1999


                                ________________


                               PETSEC ENERGY INC.
             (Exact name of registrant as specified in its charter)


              NEVADA                      333-31625*             84-1157209
   (State or other jurisdiction    (Commission File Number)   (I.R.S. Employer  
 of incorporation or organization)                           Identification No.)
        


       143 RIDGEWAY DRIVE 
      LAFAYETTE, LOUISIANA                                           70503
Address of principal executive offices)                            (Zip code)


       Registrant's telephone number, including area code: (318) 989-1942

*Petsec Energy Inc. is a wholly owned operating subsidiary of Petsec Energy 
Ltd, a listed Australian public company registered with the Commission as a
result of its public offering in July 1996 of American Depositary Receipts 
("ADRs") which are listed on the New York Stock Exchange (symbol: PSJ).

<PAGE>   2

ITEM 5.  OTHER EVENTS.

         On January 18, 1999, Petsec Energy Ltd issued a press release
announcing the execution of a purchase and sale agreement by its wholly owned
subsidiary, Petsec Energy Inc. ("PEI"), with Apache Corporation whereby, as
previously announced, PEI agreed to sell 50% of its working interest in certain
oil and gas properties in the Gulf of Mexico for US$68.5 million in cash to
Apache. The transaction is subject to due diligence. The effective date is
January 1, 1999 with closing anticipated on or before February 1, 1999 at which
time Apache will assume operatorship of the leases.

         The foregoing summary is subject to the full text of the press release
with respect thereto, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

99.1     Press  Release  dated January 18, 1999 of Petsec  Energy Ltd with
         respect to letter  agreement  between Petsec Energy Inc. and Apache
         Corporation.

<PAGE>   3


                                   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.


                                            PETSEC ENERGY INC.



Date: January 19, 1999                      By: /s/ ROSS A. KEOGH          
                                               ---------------------------------
                                            Name:  Ross A. Keogh
                                            Title: Vice-President--Finance 
                                                   and Administration

<PAGE>   4

                                  EXHIBIT INDEX


  EXHIBT
  NUMBER                           DESCRIPTION

   99.1       Press Release dated January 18, 1999 of Petsec Energy Ltd
              with respect to letter  agreement between Petsec Energy Inc. 
              and Apache Corporation.


<PAGE>   1

                                PETSEC ENERGY LTD
                              (A.C.N. 000 602 700)

18 January 1999

            PETSEC ENERGY FINALISES PURCHASE AND SALE AGREEMENT WITH
                               APACHE CORPORATION


Sydney, Australia - Petsec Energy Ltd (ASX: PSA and NYSE: PSJ), today announced
that its wholly owned subsidiary, Petsec Energy Inc. has signed the purchase and
sale agreement of its previously announced sale of properties to Apache
Corporation. The transaction represents a cash sale of 50% of Petsec's working
interest in certain oil and gas properties in the Gulf of Mexico to Apache for
US$68.5 million.

The transaction is effective January 1, 1999 with closing expected to take place
on February 1, 1999. Petsec intends to use the proceeds from the sale to: repay
a significant proportion of its senior bank debt; fund a portion of its 1999
capital program; and for working capital.

Petsec Energy Ltd's Managing Director, Mr. Terry Fern said "Negotiations with
Apache have proceeded well, resulting in the signing of a purchase and sale
agreement consistent with the terms of the letter of agreement announced on
December 22, 1998."

Upon completion of the transaction, Petsec will hold a 100% working interest in
21 leases in addition to a 50% working interest in 23 joint venture leases. All
of these leases are situated in the shallow waters of the Gulf of Mexico.


For further information please contact:

In Australia:                                In USA:

Geoff Fulcher, Company Secretary             Ross Keogh, Chief Financial Officer
Petsec Energy Ltd                            Petsec Energy Ltd
(61) 2 9247 4605 (phone)                     (318) 989 1942 (phone)
(61) 2 9251 2410 (fax)                       (318) 989 7271 (fax)
Level 13, Gold Fields House                  143 Ridgeway Drive, Suite 113
1 Alfred Street, Sydney, NSW 2000  Lafayette, Louisiana, 70503-3402

   Company information is available at Petsec's web site http://www.petsec.com

1 Information in this report which relates to hydrocarbon reserves is based on
information compiled by a person qualified in accordance with Listing Rule 5.11
and accurately reflects the information compiled by that person.

2 Certain statements in this report regarding future expectations and plans of
the Company may be regarded as "forward-looking statements" within the meaning
of Section 27A of the USA Securities Act of 1933 and Section 21E of the USA
Securities Exchange Act of 1934. Although the Company believes that its
expectations and plans are based upon reasonable assumptions, it can give no
assurance that its goals will be met. Actual results may vary significantly from
those anticipated due to many factors, including oil and gas prices, operating
hazards, drilling risks, environmental risks and uncertainties in interpreting
engineering and other data relating to oil and gas reservoirs, as well as other
risks discussed in the Company's SEC filings.



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