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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): March 17, 2000
MICHAEL PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
Texas 333-52263* 76-0510239
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
13101 Northwest Freeway,
Suite 320
Houston, Texas 77040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 895-0909
* The Commission File Number refers to a Form S-4 Registration Statement
filed by the Registrant under the Securities Act of 1933 which was declared
effective on July 22, 1998.
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Item 3. BANKRUPTCY OR RECEIVERSHIP
On December 10, 1999, Michael Petroleum Corporation (the "Company"),
its parent corporation and certain of its subsidiaries entered into an
agreement (the "Voting Agreement") with certain holders (the "Consenting
Holders") of the Company's 11 1/2% Senior Notes concerning a consensual joint
plan of reorganization of the Company. The terms of the Voting Agreement
contemplated that the joint plan of reorganization (the "Plan") will provide
for a sale of the Company or its assets in court-supervised proceedings under
the Bankruptcy Code. Also on that date, the Company and certain of its
subsidiaries filed petitions for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of
Texas, Laredo Division (the "Bankruptcy Court"). As contemplated by the
Voting Agreement, the Company and its subsidiaries continue to operate as
debtors-in-possession subject to the supervision of the Bankruptcy Court.
The Voting Agreement provides that the obligations of the Consenting
Holders may terminate upon a "Termination Event," which includes any failure
under the marketing process relating to the sale of the Company or its assets
to timely achieve certain milestones, including receipt of at least one final
bid in an amount sufficient to constitute a "Qualifying Asset Sale" on or
before March 17, 2000.
A "Qualifying Asset Sale" is defined in the Voting Agreement as any
sale of the Company or its assets for at least $120 million, as adjusted for
certain costs and working capital items. As of March 17, 2000, the Company
had not received a final bid in an amount sufficient to constitute a
Qualifying Asset Sale; nonetheless, the Company and its advisors are
continuing to negotiate with its bondholders and with prospective purchasers
regarding a consensual plan of reorganization.
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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, hereunto duly authorized.
MICHAEL PETROLEUM CORPORATION
By: /s/ ROBERT L. SWANSON
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Robert L. Swanson
Vice President -- Finance
Dated: March 22, 2000
