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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 5, 2000
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VISTA ENERGY RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 001-14575 75-2766114
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
550 WEST TEXAS AVENUE
SUITE 700 79701
MIDLAND, TEXAS (Zip code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (915) 570-5045
NOT APPLICABLE
(former address if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 5, 2000, Vista Energy Resources, Inc. (the "Company"), PEC
Acquisition Corp. ("Merger Sub") and Prize Energy Corp. ("Prize") entered into a
First Amendment (the "Amendment") to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 8, 1999, among the Company, Merger Sub
and Prize providing for the merger of the Company and Prize (the "Merger").
Pursuant to the Amendment, the Merger Agreement may be terminated at any time
prior to the effective time of the Merger, whether before or after approval by
the stockholders of the Company and Prize by either the Company or Prize, if the
Merger has not been consummated by February 29, 2000. The Merger Agreement
originally provided for a termination right for the Company and Prize if the
Merger had not been consummated by February 1, 2000. All of the other provisions
of the Merger Agreement, including provisions relating to the termination of the
Merger Agreement, remain unchanged.
This announcement 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. Such forward-looking
statements include, without limitation, estimates with respect to reserves,
estimated production rates and growth opportunities. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, they can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include risks inherent
in drilling and recompletion activities, the timing and extent of changes in
commodity prices, the future production decline rates of newly completed wells,
unforeseen engineering and mechanical or technological difficulties in drilling
and recompleting wells, and other risks more fully described in the Company's
previous filings with the Securities and Exchange Commission.
The First Amendment to the Agreement and Plan of Merger is included as
Exhibit 2.1.
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ITEM 7.
(c) EXHIBITS
*2.1 First Amendment to Agreement and Plan of Merger dated as of
October 8, 1999, among Vista Energy Resources, Inc., PEC Acquisition Corp. and
Prize Energy Corp. entered into as of January 5, 2000.
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*Incorporated by reference from the Company's Amendment No. 1
to the Registration Statement on Form S-4 (File No. 333-92561), as filed on
January 6, 2000.
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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 thereunto duly authorized.
VISTA ENERGY RESOURCES, INC.
By: /s/ C. RANDALL HILL
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Name: C. Randall Hill
Title: Chairman and
Chief Executive Officer
Date: January 12, 2000
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INDEX TO EXHIBITS
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Exhibit
Number Description
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2.1* First Amendment to Agreement and Plan of Merger dated as of
October 8, 1999, among Vista Energy Resources, Inc., PEC
Acquisition Corp. and Prize Energy Corp. entered into as of
January 5, 2000.
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*Incorporated by reference from the Company's Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-92561), as filed on
January 6, 2000.
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