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 (or Date of Earliest Event Reported): September 27, 1999
PENDARIES PETROLEUM LTD.
(Exact name of Registrant as specified in its charter)
Province of New Brunswick,Canada 1-14754 52-205176
(State of incorporation or (Commission File Number) (IRS Employer
organization) Identification No.)
8 Greenway Plaza
Suite 910
Houston, Texas 77046
(Address of principal executive offices)
713-355-2900
(Registrant's telephone number)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As announced in a press release on September 27, 1999, Pendaries
Petroleum Ltd. has increased its interest in Block 04/36 in the Bohai Bay, China
by 82% following the withdrawal of the other non-operating partner from the
block. Before the withdrawal, Kerr-McGee Corp. (NYSE:KMG), the operator in the
block owned a 45% foreign contractor's interest, and Pendaries owned a 10%
foreign contractor's interest. Both Kerr-McGee and Pendaries elected to exercise
their preferential rights to the withdrawing partner's interest. Each acquired
its full pro-rata share of the 45% open interest, resulting in Kerr-McGee owning
an 81.8% interest in the block and Pendaries an 18.2% interest. There was no
monetary consideration associated with acquiring the increased interests.
Block 04/36 is located near the western boundary of the Bohai Bay,
approximately 200 km southeast of the city of Beijing. Water depths range from 5
feet to 100 feet, where conventional offshore seismic, drilling and production
techniques can be used. This block contains all of Pendaries' proved undeveloped
reserves. The block 04/36 proved undeveloped reserves are attributed to the CFD
2-1 field, which contains one discovery well and three delineation wells that
recorded a combined flow rate of over 14,000 BOEPD. Discussions are currently
underway with the China National Offshore Oil Corp. ("CNOOC") regarding
development scenarios for the CFD 2-1 field. Based upon Pendaries' year-end 1998
reserve report,on a pro forma basis, the acquisition of the additional interest
in this block increases Pendaries' proved undeveloped reserves at that date from
1.852 million barrels (10% interest) to 3.370 million barrels (18.2% interest).
Kerr-McGee and Pendaries also agreed to enter into Phase Three of the Block
04/36 Petroleum Sharing Contract with CNOOC, which covers the period from
October 1, 1999 to September 30, 2001. Entry into the third exploration phase
carries with it a commitment to drill one exploration well, which the parties
expect to drill in the fourth quarter of 1999.
[See attached press release, Exhibit 99.1]
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
None.
ITEM 5. OTHER EVENTS.
None.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
None
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information. As permitted by Form 8-K, the required pro
forma financial information in respect of the additional asset acquisition will
be filed by amendment to this Form 8-K no later than December 5, 1999.
This material includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts,
projections or other statements, other than statements of historical fact, are
forward-looking statements. Although Pendaries believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Certain risks
and uncertainties inherent in Pendaries' business are set forth in the filings
of Pendaries with the Securities and Exchange Commission.
<PAGE>
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, thereunto duly authorized.
Dated: October 7, 1999
PENDARIES PETROLEUM LTD.
By: /s/ Bobby J. Fogle
-------------------
Name: Bobby J. Fogle
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release dated September 27, 1999: Pendaries Petroleum, Ltd.Announces
Increased Interest and Entrance into Phase Three in Block 04/36,Bohai Bay,
China
<PAGE>
Pendaries Petroleum Ltd.
Announces Increased Interest and Entrance into Phase Three in Block 04/36, Bohai
Bay, China
HOUSTON,TEXAS-September 27, 1999
AMEX SYMBOL: PDR
TSE SYMBOL: PDQ
_______________________________________________________________________________
HOUSTON, TEXAS Pendaries Petroleum Ltd. (AMEX: PDR / TSE: PDQ) today announced
that effective October 1, 1999, it will increase its foreign contractors'
interest in Block 04/36 in the Bohai Bay, China from 10% to 18.2%, following the
withdrawal by a partner from the block. The remaining 81.8% of the foreign
contractors' interest will be owned by a subsidiary of Kerr-McGee Corporation
(NYSE:KMG), the operator. There will be no monetary consideration associated
with acquiring the increased interests.
Kerr-McGee and Pendaries also agreed to enter into Phase Three of the Block
04/36 Petroleum Sharing Contract which covers the period from October 1, 1999 to
September 30, 2001. Entry into the third exploration phase carries with it a
commitment to drill one exploration well, which the parties expect to drill in
the fourth quarter of 1999.
Pendaries Petroleum is an independent oil and gas company with its primary focus
in the Bohai Bay, China. Further information on Pendaries' holdings in China is
available on its website address shown below.
This material includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The opinions, forecasts,
projections or other statements, other than statements of historical fact, are
forward-looking statements. Although Pendaries believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Certain risks
and uncertainties inherent in Pendaries' business are set forth in the filings
of Pendaries with the Securities and Exchange Commission.
For further information please contact:
Pendaries Petroleum Ltd. - Houston
Philip R. Henry
Vice President - Investor Relations
(713) 355-2900
(713) 355-3511 (Fax)
[email protected]
website: www.pendariespetroleum.com
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