<PAGE> 1
================================================================================
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
JANUARY 27, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
VENUS EXPLORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
STATE OF DELAWARE 0-14334 13-3299127
(STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER
IDENTIFICATION NO.)
1250 NE LOOP 410
SUITE 1000
SAN ANTONIO, TEXAS 78209
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (210) 930-4900
================================================================================
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 27, 1999, Venus Exploration, Inc., completed the sale of its oil and
gas properties in the State of West Virginia to Allegheny Interests, Inc. and
Meridian Exploration Corporation. The properties included interests in 58 wells
and a pipeline system that serviced many of those wells. Venus Exploration also
sold its interest in a limited partnership that owned property rights in oil and
gas wells in West Virginia. The average daily production from these properties
was the equivalent of 411,000 cubic feet of natural gas per day during 1998.
Pursuant to the estimates of proved reserves included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, the properties sold
were attributed with 13.26% of the Company's total proved reserves as of
December 31, 1997. The gross purchase price was $1,170,000, and the effective
date was December 1, 1998. The purchase price was based on arm's length
negotiation among the parties taking into account a number of considerations,
including location of the properties, prices being paid for production from
those wells, production rates and production costs. The estimated net price
after purchase price adjustments is $1,088,511. $1 million of the net purchase
price was used to reduce the Company's outstanding bank debt.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
As permitted by Form 8-K, the required pro forma financial
information regarding the disposition of the West Virginia
assets will be filed by amendment to this Form 8-K no later
than April 12, 1999.
(c) Exhibits.
2.1 Asset Purchase Agreement among Venus Exploration, Inc.
and Allegheny Interests, Inc., et al., dated January 26,
1999, which will be filed by amendment to this Form 8-K
no later than April 12, 1999
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VENUS EXPLORATION, INC.
By: /s/ PATRICK A. GARCIA
---------------------------
Name: Patrick A. Garcia
Title: Chief Financial Officer
Dated: February 11, 1999
