SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT To SECTION 13 OR 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 21, 1995
HUNTER RESOURCES, INC.
(Exact name of Registrant as specified in its Charter)
Pennsylvania 1-1705 87-0205057
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
(214)-401-0752
(Registrant s telephone number, including area code)
Page 1 of 7 pages contained in the sequential numbering system.
The Exhibit Index is on Page 3 of the sequential numbering system.
PAGE
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CURRENT REPORT OF EVENTS
Item 2. Acquisition of Assets.
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Magnum Petroleum, Inc., (Magnum) [Commission File No. 1-12508] executed on
July 21, 1995 a definitive agreement (the Original Agreement ) to acquire
all of the assets, subject to the existing liabilities, of Hunter Resources,
Inc. (the Registrant or Hunter) . Pursuant to the Original Agreement and
on the date it was executed, Magnum issued to the Registrant 2,750,000 shares
of its restricted common stock as consideration for the assets acquired.
Under the terms of the Original Agreement, approval of the transaction was
subject to Hunter s shareholders approval. On December 19, 1995 to be
effective December 22, 1995, Magnum completed the acquisition under a revised
definitive agreement executed by voting shareholders owning in excess of 50
per cent of the outstanding shares of the Registrant. Under the terms of the
revised agreement, Magnum issued an additional 2,335,077 shares of restricted
common stock and 111,825 shares of its Series C preferred stock to Hunter.
Collectively, the common stock and preferred stock issued in the acquisition
are referred herein as the Magnum Shares.
On July 7, 1995, Magnum entered into a letter of intent (the Letter ) to
exchange the Magnum Shares for all the assets of the Registrant, subject to
the associated liabilities, and filed a Form 8-K with respect thereto, with
the Commission. The Letter required that the Original Agreement be approved
by Hunter shareholders and the board of directors of each of the two
companies. On July 21, 1995, the Board approval was received from each board
of directors, the Original Agreement was signed, Magnum issued the shares
provided for under the Original Agreement to Hunter, and Hunter assigned all
its assets, subject to the associated liabilities, to Magnum. On December
19, 1995 to be effective December 22, 1995, the acquisition was completed
under a revised definitive agreement executed by voting shareholders owning
in excess of 50 per cent of the outstanding shares of Hunter. Under the
terms of the revised agreement, Magnum issued an additional 2,335,077 shares
of restricted common stock and 111,825 shares of its Series C preferred stock
to Hunter. Hunter's assets consisted of stock in wholly owned subsidiaries
and stock ownership interests in Limited Liability Companies (the "Hunter
Subsidiaries"). The Hunter Subsidiaries are engaged in four principal
activities enumerated as follows:
1) the acquisition, production and sale of crude oil, condensate and
natural gas;
2) the gathering, transmission, and marketing of natural gas;
3) managing and operating producing oil and natural gas properties; and
4) providing consulting and exporting services to facilitate the
export of energy products from the United States to Latin America.
Magnum intends that the Hunter Subsidiaries will continue to operate in a
manner similar to that conducted by Hunter.
In negotiating the number of Magnum Shares to be issued to Hunter for the
acquisition of the Hunter Subsidiaries, consideration was given to the value
of the assets of each of the Hunter Subsidiaries, the proved oil and gas
reserves of the Hunter Subsidiaries (as applicable), and the market value of
Magnum s common shares, prior to the commencement of negotiations through the
date that the Letter was signed.
The Magnum Shares issued to Hunter represent approximately 44% of Magnum's
common stock currently outstanding. After formal shareholder approval and
registration of the Magnum Shares, Hunter intends to liquidate and distribute
the Magnum Shares to Hunter shareholders, which number approximately 3,300 of
record. After completion of the acquisition, every 3.916 shares of Hunter's
common stock will be exchanged for one of the Magnum Shares. Gary C. Evans,
Hunter s president and chief executive officer, will own, beneficially or of
record, approximately 14.75% of Magnum s common stock and 17.89% of its
Series C Preferred stock after the Magnum Shares have been distributed to the
Hunter shareholders.
After execution of the revised agreement, Lloyd T. Rochford, the current
President, Chief Executive and Financial Officer, and Chairman of the board
of directors of Magnum, resigned as an officer and remained as Chairman.
Hunter's officers appointed to the board were Matthew C. Lutz as Vice
Chairman and Gary C. Evans. Hunter directors James E. Upfield, Gerald Bolfing
and Oscar Lindemann were also appointed to the board. The Registrant
appointed Mr. Evans as President and Chief Executive Officer. Mr. Lutz was
appointed Exploration and Business Development Manager and William C. Jones
was appointed Secretary.
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Item 7. Financial Statements and Exhibits
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<TABLE>
<CAPTION>
a] Exhibits:
Sequential
Page Number or Location
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<S> <C>
Agreement and Plan of Reorganization and
Plan of Liquidation dated July 21,1995 <F1>
Amendment to Agreement and Plan of Reorganization
and Plan of Liquidation dated December 19, 1995. Page 5
<FN>
<F1> Incorporated by reference to Form 8-K/A dated July 21, 1995, filed on
August 4, 1995.
</FN>
</TABLE>
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: MARCH 20, 1996 HUNTER RESOURCES, INC.
By: /s/ Gary C. Evans
Gary C. Evans
President
<PAGE> 4<PAGE>
AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
AND PLAN OF LIQUIDATION
This Amendment dated December 19, 1995, to that certain Agreement and
Plan of Reorganization and Plan of Liquidation for Hunter Resources, Inc.,
dated as of the 21st day of July, 1995, between Magnum Petroleum, Inc.
("Magnum"), a Nevada corporation, and Hunter Resources, Inc. ("Hunter"), a
Pennsylvania corporation.
WITNESSETH
Whereas, the parties have conducted combined operations since the Closing
Date; and
Whereas, the parties desire that the Effective Date shall be the date of
this Amendment;
Whereas, the parties desire to modify certain other terms of the
Agreement and Plan of Reorganization and Plan of Liquidation dated as of the
21st day of July, 1995 (the Agreement);
Now, therefore, in consideration of the premises and of the mutual
covenants herein contained, the parties hereby agree to amend the Agreement
as follows:
1. The Shares of Magnum's Common Stock Being Exchanged. Article I, Section
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1.2 shall be amended to provide:
Magnum shall issue 5,085,077 shares of its $.002 par value common stock
(the Magnum Stock) as the total consideration for the assets delivered by
Hunter. Magnum shall register the Magnum Stock on a Form S-4 for the
benefit of Hunter shareholders.
2. Exchange of Preferred Stock. Magnum shall exchange 111,825 shares of its
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$.001 par value preferred stock designated as Series C for all 90,133
shares of Hunter's outstanding preferred stock.
3. Stock Option Plan. Magnum agrees to establish an incentive stock option
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plan under which a total of 1,200,000 shares of Magnum common stock will
be reserved for issuance upon exercise of options granted by the Board of
Directors of Magnum after the Effective Date.
4. Approval of Hunter's Shareholders. Hunter shall prepare and file with
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the Securities and Exchange Commission an Information Statement as
described in rules under the Securities Exchange Act of 1934, as amended.
The Information Statement shall describe the transactions contemplated by
this agreement and the liquidation of Hunter. Thereafter, Hunter shall
give appropriate notice to its shareholders and others holding any form
of right to acquire common shares of Hunter and to conduct a special
meeting of its shareholders to approve the matters described in the
Information Statement. At the special meeting, officers, directors, and
other affiliates of Hunter agree to vote the shares of Hunter set forth
in Exhibit A entitled to vote to approve the transactions contemplated in
this Agreement and the liquidation of Hunter.
<PAGE> 5<PAGE>
5. Effective Date. Article VII, Section 7.2 shall be amended to provide the
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Effective Date shall be December 22, 1995.
6. The Agreement. All other terms and conditions of the Agreement shall
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remain the same.
MAGNUM PETROLEUM, INC.
By /s/ Lloyd T. Rochford
Lloyd T. Rochford, President
HUNTER RESOURCES, INC.
By /s/ Gary C. Evans
Gary C. Evans, President
VOTING SHAREHOLDERS
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/s/ Gary C. Evans /s/ Gerald W. Bolfing
Gary C. Evans Gerald W. Bolfing
/s/ James E. Upfield /s/ Matthew C. Lutz
James E. Upfield Matthew C. Lutz
/s/ Frances P. Evans /s/ Russell D. Talley
Frances P. Evans Russell D. Talley
By /s/ Richard R. Frazier /s/ James R. Renfro
Frazier Energy Corporation James R. Renfro
By /s/ Kevin Halter /s/ David H. Arrington
Halter Capital Corporation David H. Arrington
/s/ Jesse Edwards
Jesse Edwards
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EXHIBIT A
HUNTER RESOURCES, INC.
VOTING SHAREHOLDERS
<TABLE>
<CAPTION>
Directors Shares/Votes Percentage
- --------- ------------ ----------
<S> <C> <C>
Gary C. Evans 5180686}
66667} 29.1
90133}
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5337486
Gerald W. Bolfing 1244794 6.8
James E. Upfield 110000 0.6
Matthew C. Lutz 300000 1.6
Officers and Employees
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Frances P. Evans 128808 0.7
Russell D. Talley 430750 2.3
Frazier Energy Corporation 62700 0.3
James R. Renfro 150000 0.8
Affiliates and Other
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Halter Capital Corporation 252907 1.4
David H. Arrington 516129 2.8
Jesse Edwards 1709761 9.3
TOTAL 10243335 55.8
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</TABLE>
Shares entitled to vote at December 18, 1995: 18354261
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