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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): OCTOBER 23, 2000
CANAAN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 000-31819 73-1300132
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
119 NORTH ROBINSON, SUITE 600, OKLAHOMA CITY, OKLAHOMA 73102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 232-3222
Former name or former address, if changed since last report: NOT APPLICABLE
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Canaan Energy Corporation (the "Company") completed on October 23,
2000 the acquisition of eight private oil and gas limited partnerships
previously sponsored by its affiliates and the acquisition of Indian Oil
Company, a privately held oil and gas company based in Oklahoma City,
Oklahoma. In the transaction, the Company issued 4,931,815 shares of its
common stock to approximately 800 shareholders and made cash payments to
electing limited partners and brokers of $966,024. The Company's initial
public float will be 3,663,589 shares and its common stock will be traded on
the NASDAQ National Market System under the symbol KNAN.
A complete description of the transaction is contained in the
Company's Registration Statement on Form S-4, File No. 333-30322, as filed
with the Securities and Exchange Commission. A copy of the press release
issued by the Company in connection with the transaction is attached as
Exhibit 99.1.
ITEM 5. OTHER EVENTS
Simultaneously with the closing, the Company entered into a new
secured revolving credit facility with a group of banks which provides for an
initial borrowing base based on the Company's oil and gas reserves of $34.25
million, which reduces monthly at the rate of $535,000 beginning December 1,
2000. The credit facility has a maturity date of October 2003. The terms of
the facility give the Company the option of either borrowing at the LIBOR rate
plus a margin of 1.5% to 2.25% or at a base rate approximating the prime rate
plus a margin ranging from 0.0% to 0.75% depending on the amount of advances
outstanding in relation to the borrowing base. The credit facility contains
various affirmative and restrictive covenants limiting additional
indebtedness, sales of assets, mergers and consolidations, dividends and
distributions and require the maintenance of various financial ratios.
Borrowings under the agreement are secured by substantially all of the
Company's oil and gas properties. In connection with the closing, the Company
borrowed $34.1 million under the credit facility to refinance $31 million in
existing indebtedness of the parties to the transaction and to fund cash
payments to limited partners and other parties and transaction expenses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
The financial statements of the businesses acquired will be filed at a
later date pursuant to Item 7, subpart (a)(4) of Form 8-K.
(b) Pro forma financial information
The pro forma financial information will be filed at a later date
pursuant to Item 7, subpart (a)(4) of Form 8-K.
(c) Exhibits
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The following exhibit is filed herewith:
Exhibit No. Description
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10.1 Restated and Consolidated Credit Agreement dated
October 23, 2000
99.1 Press Release dated October 23, 2000
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.
CANAAN ENERGY CORPORATION
By: /s/ Michael S. Mewbourn
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Date: November 6, 2000 Michael S. Mewbourn, Senior Vice
President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Amended and Restated Credit Agreement dated October 23, 2000
99.1 Press Release dated October 23, 2000
