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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 22, 2000
PENNACO ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-24881 88-0384598
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1050 17th Street, Suite 700
Denver, Colorado 80265-2076
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (303) 629-6700
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ITEM 5. OTHER EVENTS
Effective December 22, 2000, Pennaco Energy, Inc. adopted certain
amendments to the Rights Agreement governing its common share purchase rights,
including amendments to (i) exempt the Agreement and Plan of Merger dated as of
December 22, 2000 with Marathon Oil Company, an Ohio corporation, and Marathon
Oil Acquisition 1, Ltd., a Delaware corporation ("Acquisition Sub"), and the
transactions contemplated thereby, including the tender offer for all
outstanding shares of the Company's common stock and the merger of Acquisition
Sub with and into the Company, from the application of the Rights Agreement and
(ii) reflect the succession of Computershare Investor Services, L.L.C. as the
Rights Agent for purposes of the Rights Agreement. Amendment No. 1 to the Rights
Agreement is filed as an Exhibit to this Current Report on Form 8-K, and the
contents of such Exhibit are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Amendment No. 1, effective as of December 22, 2000, to the
Rights Agreement, dated as of February 24, 1999, between
Pennaco Energy, Inc. and Harris Trust and Savings Bank, as
rights agent.
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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.
Dated: January 5, 2001
PENNACO ENERGY, INC.
By: /s/ Paul M. Rady
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Paul M. Rady
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amendment No. 1, effective as of December 22, 2000, to the
Rights Agreement, dated as of February 24, 1999, between
Pennaco Energy, Inc. and Harris Trust and Savings Bank, as
rights agent.
