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) September 12, 1996
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TYREX OIL COMPANY
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(Exact name of registrant as specified in charter)
Wyoming 0-9358 83-0245581
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
777 North Overland Trail, Suite 101
Casper, Wyoming 82602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (307) 234-4260
N/A
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(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On September 12, 1996, the Registrant sold certain of its producing and
nonproducing oil and gas properties to Tom Brown, Inc., an unaffiliated company,
for $300,000 cash plus additional contingent consideration upon the occurrence
of certain events. The producing oil and gas properties are known as the
"Poison Creek Prospect" in Wyoming. The purchase price was arrived at through
arms' length bargaining between the parties and took into account the
Registrant's investment to date in the properties, the future costs to develop
the properties by drilling additional wells, and the willingness and ability of
Tom Brown, Inc. to perform future exploration activities.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.96.1 Purchase and Sale Agreement - Tyrex Oil Company and Tom
Brown, Inc. - September 12, 1996
<PAGE>
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.
TYREX OIL COMPANY
(Registrant)
September 27, 1996 By /S/ Tom N. Richardson
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Tom N. Richardson, President
<PAGE>
EXHIBIT 10.96.1
PURCHASE AND SALE AGREEMENT
TYREX OIL COMPANY AND
TOM BROWN, INC.
SEPTEMBER 12, 1996
<PAGE>
September 12, 1996
Tyrex Oil Company
P.O. Box 2459
Casper, WY 82602
Attention: Mr. Tom N. Richardson, President
RE: Purchase and Sale Agreement
Poison Creek Prospect WY-100
Fremont County, Wyoming
Gentlemen:
Subject to the terms and conditions hereinafter set forth, Tom Brown, Inc.
hereinafter referred to as TBI, hereby agrees to buy, and Tyrex Oil Company,
hereinafter referred to as Tyrex, hereby agrees to sell to TBI all of its right,
title and interest in and to the following described property:
a. The Puckett #21-21 well located in the NW/4 of Section 21, T37N-R93W,
together with all of the oil and gas leases described on Exhibit "A"
attached hereto and made a part hereof, insofar as such leases describe
lands included within the pooled area established for the drilling of the
subject well;
b. The non-producing Oil and Gas Leases described on Exhibit "B" attached
hereto and made a part hereof;
c. The 4.5 mile gas pipeline located within Sections 15, 21, 22, 23, 25
and 26 of Township 37 North, Range 93 West;
d. All surface leases, easements, permits, licenses, servitudes and
rights-of-way situated upon or used in connection the Puckett #21-21 well
and oil and gas leases described on Exhibits "A" and "B" hereto; and
e. All contracts or instruments relating to the Puckett #21-21 well and
pooled leases, including without limitation, all joint operating
agreements, pooling and/or communitization agreements, gas sales
agreements, and orders of regulatory agencies.
All of Tyrex's interest in the above described Well, pipeline, Oil and Gas
Leases and other agreements are hereinafter be described as the Contract
Property.
The terms and conditions of this Purchase and Sale Agreement are as follows:
<PAGE>
1. Consideration: The consideration for this transaction shall be as
follows:
a. Initial Consideration: At closing, as defined herein below, TBI
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shall pay to Tyrex the sum of Three Hundred Thousand Dollars ($300,000.00)
for an assignment of all of Tyrex's right, title and interest in and to the
Contract Property which shall include all rights in the oil and gas
leasehold estates in and under the Contract Property, all licenses,
servitudes, easements, surface leases, right-of-way contracts and
agreements affecting such estate; and all fixtures and personal property
located on the Contract Property and/or used in connection therewith.
b. Drilling Operations: For a period of one year from the effective date
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of this transaction, TBI shall have the option, but not the obligation to
either attempt a recompletion of the Puckett #21-21 well or drill a new
well on the Contract Property. Upon the filing of a Sundry Notice 3160-5
for the recompletion of the Puckett #21-21 well or upon the spudding of the
new well, TBI shall pay to Tyrex the sum of One Hundred Sixty Thousand
Dollars ($160,000.00) as additional consideration for the purchase of the
Contract Property. However, in the event TBI does not conduct recompletion
operations on the Puckett #21-21 well or does not drill a new well on the
Contract property within the one year time period, Tyrex shall have the
right to request a reassignment of the Contract property. Upon receipt of
Tyrex's request for a reassignment of the Contract Property, TBI shall have
the election to either reassign the Contract Property to Tyrex or pay to
Tyrex the sum of Two Hundred Thousand Dollars ($200,000.00) in lieu of such
reassignment. In the event TBI elects to tender a reassignment of the
Contract Property to Tyrex, TBI shall not be entitled to a refund, in whole
or in part, of the Initial Consideration paid by TBI to Tyrex according to
paragraph 1 a above.
2. Seller's Representations:
a. Corporate Authorization: Tyrex represents that it is a corporation
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in good standing in its state of incorporation, that it is duly authorized
to do business in the State of Wyoming, and that the officers and employees
who will negotiate and close this transaction on behalf of Tyrex are duly
authorized and empowered to do so, and that this transaction has received
all necessary approvals of the company and its Board of Directors.
b. Ownership in the Contract Property: Tyrex further represents, but
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does not warrant, that it owns the working and net revenue interests in and
to the Contract Property set forth on Exhibits "A"and "B" which are
attached hereto and made a part hereof. It is further understood and agreed
that this Purchase and Sales Agreement is based upon and conditioned upon
Tyrex owning the working and net revenue interest in the Contract Property,
as set out in said Exhibits "A" and "B". If TBI, through its examination
of title, discovers a significant title defect which results in a loss of
title, such that Tyrex's working and net revenue interests as represented
on Exhibits "A"and "B" are reduced, TBI shall give Tyrex written notice of
such title defect at least five (5) days prior to closing, and unless such
title defect is removed by Tyrex prior to closing the purchase price set
forth in Paragraph 1a above shall be reduced by a mutually agreeable
amount. If no agreement can be reached as to the amount by which the
purchase price shall be reduced, TBI, at its sole option, may elect to
terminate this agreement and this agreement shall then be null and void.
<PAGE>
3. Access to Records: Tyrex agrees to make available to Purchaser all
production data, and all title data including, but not limited to, all oil and
gas leases, contracts, amendments, right-of-way documents and correspondence and
other materials related to the Contract Property in its files. Tyrex shall
provide TBI at closing, copies of all relevant files relevant to the Contract
Property.
4. Effective Date: The effective date of the sale shall be August 23, 1996,
at 7:00 A.M., Mountain Time.
5. Operations on the Contract Property: If Closing will occur subsequent
to the effective date, Tyrex will continue to operate the Contract Property, or
cause them to be operated, as appropriate, for the account of TBI until Closing.
TBI shall assume the risk of any change in the condition of the Contract
Property from the effective date to the date of Closing, except to the extent
that any changes in the conditions of the Contract Property are attributable to
the gross negligence or wilful misconduct of Tyrex.
6. Condition of Contract Property: All wells, equipment, machinery,
pipelines and personal property located on the Contract Property described or
used in connection therewith will be purchased "as is," "where is," and without
any express or implied warranty or of fitness for purpose or of merchantability.
Purchaser shall have the right to physically inspect the property, to verify
that all such wells, equipment, machinery, pipelines and personal property are
in good mechanical condition, by making an appointment with Tyrex's
representatives. Such inspection shall occur during normal working hours.
7. Taxes: All property taxes and ad valorem taxes due on the Contract
Property shall be prorated between TBI and Tyrex as of the effective date of
this Agreement.
8. Existing Agreements: This sale is subject to any and all existing Oil
and Gas Leases, Operating Agreements, Unit or Pooling Agreements, as well as any
and all other agreements to which the Contract Property is subject. Tyrex shall
assume and be responsible for all of it's obligations occurring under such
Agreements prior to the effective date of this Agreement. TBI shall assume and
be responsible for all Tyrex's obligations occurring under such Agreements after
the effective date of this Agreement, including the plugging and abandonment of
all existing wells. However, in the event the Contract Property is reassigned
to Tyrex pursuant to paragraph 1b above, TBI shall be relieved of all
obligations under such Agreements as of the effective date of the reassignment.
9. Closing: The closing on this transaction shall occur at a mutually
acceptable location agreed to by the parties hereto on or before September 16,
1996.
10. Warranty of Title: The conveyance of the Contract Property shall be
without warranty whatsoever, except that Tyrex shall convey the Contract
Property to TBI with full rights of subrogation to the benefits of, and the
right to enforce the covenants and warranties, if any, which Tyrex is entitled
to enforce against its predecessors in interest. Title to the Contract Property
shall be conveyed by a recordable Assignment and Bill of Sale. Duplicate
conveyance documents shall be executed where necessary to conform to the
requirement of federal and state agencies. The Contract Property shall be free
and clear of all liens, claims, mortgages, and encumbrances as of the effective
date of this transaction and where necessary, Tyrex shall provide to TBI at the
closing, an executed release, in recordable form, of any and all mortgages,
deeds of trust, or other encumbrances affecting Tyrex's interest in the Contract
Property.
<PAGE>
11. Preferential Rights: Should any of the Contract Property be subject to a
preferential right to purchase or consent to assign, then the sale of the
property affected thereby will be subject to Tyrex obtaining a waiver or consent
of the sale of the same to TBI. Tyrex shall use its best efforts to obtain such
waivers and consents as are necessary to consummate this transaction. Tyrex
shall not be liable to TBI by reason of inability or failure to obtain any such
waiver or consent. However, in the event of Tyrex's inability or failure to
obtain any such waiver or consent the parties shall reduce the purchase price by
a mutually acceptable amount for the property affected, failing which TBI may
elect to withdraw its offer to purchase the Contract Property by giving Tyrex
written notice prior to closing.
12. Applicable Law: This Agreement shall be governed by the laws of the State
of Wyoming.
13. Complete Agreement: When executed below, this Agreement shall constitute
the complete Agreement between the parties hereto. This Agreement may not be
amended except by written instrument executed by all the parties.
If the terms of this agreement are acceptable, please indicate your acceptance
of same in the space provided below and return the signed original to Tom Brown,
Inc. at the letterhead address.
Very truly yours,
TOM BROWN, INC.
/S/ Richard B. Porter
Richard B. Porter
Vice President - Land
AGREED to and ACCEPTED this 12
of September, 1996
TYREX OIL COMPANY
/s/ Tom N. Richardson
BY: Tom N. Richardson
Title: President
<PAGE>
EXHIBIT "A"
Attached to and made a part of that certain Purchase and Sale
Agreement dated September 12, 1996 by and between Tom Brown, Inc. and
Tyrex Oil Company covering the Poison Creek Prospect in Fremont
County, Wyoming
A. Puckett #21-21 well located in the NW/4 Section 21, Township 37 North, Range
93 West.
Working Beneficial Net Revenue
Interest Interest Interest
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Before Equipment 51.3762% 51.0126% .4025078
Payout
After Equipment 44.9542% 44.6360% .3531116
Payout
After Well Payout 36.5485% 36.0150% .2850929
B. Oil and Gas Lease attributed to the Working Interest Pooled Area established
ownership in the Puckett #21-21 well:
1. Lease Date: August 1, 1971
Lease Serial No.: W-29774
Lessor: United States of America
Lessee: R.E. Puckett and R.C. Altrogge
Legal Description: Township 37 North, Range 93 West
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Section 10: S/2SW/4
Section 21: NW/4
Fremont County, Wyoming
Tyrex Working Interest: As to Sec. 10 lands: 36.548% WI
As to NW/4 Sec. 21: See above
Tyrex Net Revenue Interest: As to Sec. 10 lands: Beneficial Interest
=36.0150%, NRI=.3076020; As to NW/4
Sec. 21: See above
2. Lease Date: June 1, 1978
Lease Serial No.: W-63132
Lessor: United States of America
<PAGE>
Lessee: J. Kirn
Legal Description: Township 37 North, Range 93 West
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Section 21: SE/4
Fremont County, Wyoming
Tyrex Working Interest: 36.5485%
Tyrex Net Revenue Interest: Beneficial Interest = 36.0150%; NRI =
.3076020
3. Lease Date: October 1, 1978
Lease Serial No.: W-64845
Lessor: United States of America
Lessee: R. Canter
Legal Description: Township 37 North, Range 93 West
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Section 21: NE/4, SW/4
Fremont County, Wyoming
Tyrex Working Interest: 36.5485%
Tyrex Net Revenue Interest: Beneficial Interest = 36.0150%; NRI =
.3076020
<PAGE>
EXHIBIT "B"
Attached to and made a part of that certain Purchase and Sale
Agreement dated September 12, 1996 by and between Tom Brown, Inc. and
Tyrex Oil Company covering the Poison Creek Prospect in Fremont
County, Wyoming
1. Lease Date: June 1, 1994
Lease Serial No.: W-132337
Lessor: United States of America
Lessee: Tyrex Oil Company
Legal Description: Township 37 North, Range 93 West
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Section 18: All
Section 19: NW/4, E/2E/2
Section 20: All
Section 22: NW/4
Section 27: N/2NE/4, SE/4NE/4
Section 29: SW/4
Section 30: E/2E/2, E/2W/2
Fremont County, Wyoming
Tyrex Working Interest: 100%
Tyrex Lease Net Revenue
Interest: 80%
<PAGE>
2. Lease Date: June 2, 1994
Lease Serial No.: State of Wyoming #94-00270
Lessor: State of Wyoming
Lessee: Tyrex Oil Company
Legal Description: Township 37 North, Range 93 West
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Section 16: All
Fremont County, Wyoming
Tyrex Working Interest: 100%
Tyrex Lease Net Revenue
Interest: 80%
3. Lease Date: April 1, 1995
Lease Serial No.: W-135734
Lessor: United States of America
Lessee: Tyrex Oil Company
Legal Description: Township 37 North, Range 93 West
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Section 4: S/2NW/4
Section 7: E/2SE/4
Section 8: SE/4SW/4, SE/4
Section 9: NW/4
Section 14: NW/4, SE/4
Section 15: All
Section 17: E/2, E/2W/2
Section 22: NE/4SE/4, S/2SE/4
Section 23: W/2NW/4, SE/4NW/4
Section 30: W/2SE/4
Section 31: W/2E/2
Fremont County, Wyoming
Tyrex Working Interest: 50%
Tyrex Lease Net Revenue
Interest: 80%
4. Lease Date: March 1, 1996
Lease Serial No.: W-138491
Lessor: United States of America
Lessee: Tyrex Oil Company
Legal Description: Township 37 North, Range 93 West
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Section 27: SW/4SW/4
Section 28: N/2NW/4, SE/4NW/4, SE/4
Fremont County, Wyoming
Tyrex Working Interest: 50%
Tyrex Lease Net Revenue
Interest: 80%
