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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 Act of 1934
Date of Report (Date of earliest event reported): March 4, 1999
QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware 001-14837 75-2756163
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1619 Pennsylvania Avenue, Fort Worth, Texas 76104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 877-3151
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 3, 1999, Quicksilver Resources Inc. (the "Registrant"), a
Delaware corporation, held an Annual Meeting of Shareholders and approved the
merger of MSR Exploration Ltd. ("MSR") with and into the Registrant (the
"Merger") pursuant to the terms of the Agreement and Plan of Merger dated
September 1, 1998 ( the "Merger Agreement"), by and among the Registrant and
MSR. The Merger was consummated by filing with the Secretary of State of
Delaware on March 4, 1999, a certificate of merger under the General
Corporation Law of the State of Delaware, which certificate of merger
specified that the effective time of the Merger was 12:15 p.m., Central time
on March 4, 1999.
Pursuant to the Merger Agreement and as a result of the Merger: (i) the
separate corporate existence of MSR ceased, and all of the properties,
rights, privileges, powers and franchises of MSR vested in the Registrant,
which is the surviving corporation of the Merger, and all the debts,
liabilities and duties of MSR attached to the Registrant; (ii) each share of
Common Stock of MSR, $0.01 par value per share ("MSR Common Stock"),
outstanding immediately prior to the effective time of the Merger was
converted into the right to receive one tenth of one share of Common Stock of
the Registrant, par value $0.01 per share ("Registrant Common Stock"). The
exchange ratio was determined pursuant to arm's-length negotiations between
the Registrant and MSR.
MSR's principal line of business was the exploration, development,
production and sale of crude oil and natural gas. The assets of MSR
consisted of oil and gas property interests owned and operated principally in
Montana and Texas.
The shares of Registrant Common Stock being issued to the former holders
of MSR Common Stock in the Merger are listed for trading on the American
Stock Exchange as a substitute listing for the shares of MSR Common Stock.
For additional information regarding the Merger, see the sections captioned
(i) "The Merger" and (ii) "Interests of Certain Persons in the Merger," which
sections appear on pages 15 and 31, respectively, of the Proxy Statement of
Registrant dated January 28, 1999 (the "Prospectus"), and which sections are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The following statements
of revenue and direct operating expenses of MSR required by this item of Form
8-K have been previously reported (within the meaning thereof as defined in
Rule 12b-2), in the Prospectus forming a part of its Registration Statement
on Form S-4 (SEC File 333-66709). Accordingly, such statements are not
included herein in reliance on General Instruction B.3 to Form 8-K and are
incorporated herein by reference:
Audited financial statements for the year ended December 31, 1997.
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Unaudited financial statement for the nine months ended September 30,
1998.
(b) PRO FORMA FINANCIAL INFORMATION. The unaudited pro forma consolidated
statements of operations for the nine months ended September 30, 1998 and the
year ended December 31, 1997 and the unaudited pro forma consolidated balance
sheet at September 30, 1998 of the Registrant required by this item of Form
8-K have been previously reported (within the meaning thereof as defined in
Rule 12b-1), by Registrant in the Prospectus. Accordingly, such statements
are not included herein in reliance on General Instruction B.3 to Form 8-K
and are incorporated herein by reference.
(c) EXHIBITS .
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<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1 Agreement and Plan of Merger dated as of September 1, 1998 among
MSR Exploration Ltd. and Quicksilver Resources Inc. as filed as
Exhibit 2.1 of the Registrant's Registration Statement on
Form S-4 (SEC No. 333-66709) and incorporated herein by
reference).
99.1 Sections captioned (i) "The Merger," and (ii) "Interests of Certain
Persons in the Merger" which sections appear on pages 15 and 31,
respectively, of the Prospectus forming a part of its Registration
Statement on Form S-4 (SEC No. 33-66709, and which sections are
incorporated herein by reference).
99.2 Press Release dated March 4, 1999.
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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 hereunto duly authorized.
Date: 3/19/99
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QUICKSILVER RESOURCES INC.
/s/ Howard N. Boals
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Name: Howard N. Boals
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Title: Vice President - Finance
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SHAREHOLDERS APPROVE MERGER
OF
QUICKSILVER RESOURCES INC. WITH MSR EXPLORATION LTD.
FORT WORTH, TX (March 4, 1999) - Quicksilver Resources Inc. (AMEX:KWK)
received shareholder approval today for its merger with MSR Exploration Ltd.
and will begin trading tomorrow on the American Stock Exchange under the
symbol KWK. MSR shareholders received approximately 20% of Quicksilver's
shares in the merger.
Quicksilver, headquartered in Fort Worth, is a natural gas and crude oil
production company with offices in Gaylord, Michigan, Cut Bank, Montana, and
Casper, Wyoming. For the nine months ended September 30, 1998, the Company
had operating cash flow of over $20 million and net income of $3.8 million.
Over two-thirds of Quicksilver's reserves are long-life natural gas reserves,
and about 80% of the Company's revenues result from the sale of natural gas.
The Company's average daily production is over 55 million cubic feet
equivalent (55,000 Mcf), and total proved reserves at year-end 1998 were
estimated at just over 260 billion cubic feet equivalent (260 Bcfe). The
large majority of the Company's natural gas production is hedged at prices
well above the market. For 1999, the Company has budgeted the drilling of 50
development wells, which will be funded out of cash flow.
Management of the new company is comprised of: Toby Darden, Chairman and
Chief Executive Officer; Glenn Darden, President and Chief Operating Officer;
Howard Boals, Vice President - Finance; and Houston Kauffman, Vice President
- - Acquisitions.
