===============================================================================
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):
OCTOBER 14, 1999 (OCTOBER 14, 1999)
BETA OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-68381 86-0876964
(State or other (Commission File Number) (I.R.S. Employer Identification No.)
jurisdiction of
incorporation or
organization)
901 Dove Street, #230, Newport Beach, Ca 92660
(Address of principal executive offices) (Zip Code)
(949) 752-5212
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
Item 5. OTHER EVENTS
Beta Oil & Gas, Inc. ("Beta") announced today that it has a signed Letter of
Intent to purchase Red River Energy, LLC. of Tulsa, Oklahoma, a private oil and
natural gas company. The purchase price will be paid by the assumption of
approximately $7.6 million existing debt and the issuance of approximately 2.25
million shares of Beta common stock. The purchase is subject to final due
diligence, completion of a definitive acquisition agreement and approval by Beta
shareholders.
The assets of Red River Energy LLC consist of four components: 1) a 97.4%
working interest (80% net revenue interest) in a 30,160 acre unit which is
currently producing approximately 3.65 MMBTU/d and 120 Bopd from 22 active wells
in the Hunton Limestone formation in Central Oklahoma; 2) an 85% working
interest (68% net revenue interest) in 7,500 acres which are currently producing
960 MMBTU/d from 45 wells in the Atoka and Gilcrease formations in Eastern
Oklahoma; 3) a gas gathering system consisting of 40 miles of pipeline which is
currently transporting approximately 1650 MMBTU/d in Eastern Oklahoma; and 4) a
46 well coal bed methane project also located in Eastern Oklahoma which is
currently under development and producing approximately 600 MMBTU/d. Excluding
the coal bed methane project, the properties being acquired contain estimated
proved producing recoverable reserves totaling approximately 22.5 billion cubic
feet of natural gas and 504,000 barrels of oil having a net present value
discounted at 10% of approximately $23.5 million. Red River and Beta believe the
coal bed methane and Hunton project acreage have substantial upside potential.
Red River Energy, LLC is the operator of all its properties.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
See Exhibit 99 immediately following the signature page which contains Beta's
October 14, 1999 press release.
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 who is duly authorized.
BETA OIL & GAS, INC.
Date: October 14, 1999 By /s/ J. Chris Steinhauser
------------------------
J. Chris Steinhauser
Chief Financial Officer,
Principal Accounting Officer
and Director
Exhibit 99
BETA Oil & Gas, Inc.
901 Dove Street, Suite 230
Newport Beach, CA 92660 (949) 752-5212
================================================================================
Beta Oil & Gas, Inc. Announces Letter of Intent to Purchase Red River Energy,
LLC
FOR IMMEDIATE RELEASE - October 14, 1999
Newport Beach, California October 14, 1999 - Beta Oil & Gas, Inc. (NASDAQ: BETA)
announced today that it has a signed Letter of Intent to purchase Red River
Energy, LLC. of Tulsa, Oklahoma, a private oil and natural gas company. The
purchase price will be paid by the assumption of approximately $7.6 million
existing debt and the issuance of approximately 2.25 million shares of Beta
common stock. The purchase is subject to final due diligence, completion of a
definitive acquisition agreement and approval by Beta shareholders.
The assets of Red River Energy LLC consist of four components: 1) a 97.4%
working interest (80% net revenue interest) in a 30,160 acre unit which is
currently producing approximately 3.65 MMBTU/d and 120 Bopd from 22 active wells
in the Hunton Limestone formation in Central Oklahoma; 2) an 85% working
interest (68% net revenue interest) in 7,500 acres which are currently producing
960 MMBTU/d from 45 wells in the Atoka and Gilcrease formations in Eastern
Oklahoma; 3) a gas gathering system consisting of 40 miles of pipeline which is
currently transporting approximately 1650 MMBTU/d in Eastern Oklahoma; and 4) a
46 well coal bed methane project also located in Eastern Oklahoma which is
currently under development and producing approximately 600 MMBTU/d. Excluding
the coal bed methane project, the properties being acquired contain estimated
proved producing recoverable reserves totaling approximately 22.5 billion cubic
feet of natural gas and 504,000 barrels of oil having a net present value
discounted at 10% of approximately $23.5 million. Red River and Beta believe the
coal bed methane and Hunton project acreage have substantial upside potential.
Red River Energy, LLC is the operator of all its properties.
Beta Oil and Gas, Inc. is an independent energy company engaged in the
exploration for and the acquisition and development of oil and gas properties
using advanced seismic technology. For more information please contact Steve
Antry or Steve Fischer at (949) 752-5212.
Forward Looking Statement: The statements in this report regarding projected
production performance and expected drilling and development activities are
"forward-looking statements" within the meaning of the federal security laws.
Such statements are inherently uncertain, and actual results and activities may
differ materially from those estimated or projected. Certain factors that can
affect the Company's ability to achieve projected results are described in the
Company's Annual Report and other reports filed with the Securities and Exchange
Commission. Such factors include, among others, uncertainties inherent in
reserve estimations and production rates, especially for estimates of
undeveloped reserves, operational risks inherent in oil and gas operations with
corresponding exposure to delays, significant cost overruns, and mechanical
problems, the highly competitive nature of activity offshore with corresponding
shortages of equipment and personnel, and the uncertain cost and pricing
environment in the oil and gas industry. The Company has no obligation to update
the statements contained in this report or to take action that is described
herein or otherwise presently planned. It is estimated that a meeting of Beta
shareholders to approve the acquisition will be held in late 1999. There can be
no assurance that the transaction will be completed on the terms summarized
above. Filings made by Beta Oil & Gas, Inc. with the Securities and Exchange
Commission are available through the EDGAR database at www.sec.gov.
