BELLWETHER EXPLORATION CO
8-K, 2000-05-18
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                       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
                                  May 16, 2000


                         BELLWETHER EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                 <C>                        <C>
          DELAWARE                           0-9498                    76-0437769
(State or other jurisdiction of     (Commission File Number)       (I.R.S. Employer
 incorporation or organization)                                  Identification Number)
</TABLE>

                            1331 LAMAR, SUITE 1455
                             HOUSTON, TEXAS  77010
                   (Address of principal executive offices)


                                (713) 650-1025
             (Registrant's telephone number, including area code)

                                       1
<PAGE>

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         Not applicable

ITEM 2.  ACQUISITION OF DISPOSITION OF ASSETS

         Not applicable

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP'

         Not applicable

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         Not applicable

ITEM 5.  OTHER EVENTS

         Bellwether Exploration Company made the press release attached hereto
as Exhibit 99A on May 16, 2000, announcing the resignation of J.P. Bryan and the
appointment of Douglas G. Manner as Chief Executive Officer.

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

         Not applicable

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         Exhibits

         99A. Copy of the company's press release dated May 16, 2000.

ITEM 8.  CHANGE IN FISCAL YEAR

         Not applicable

                                       2
<PAGE>

                                  SIGNATURES

       Pursuant to the requirements of the Securities Exhange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     BELLWETHER EXPLORATION COMPANY



May 17, 2000                            By: /s/ Douglas G. Manner
                                           ---------------------------
                                            Douglas G. Manner, CEO

                                       3

<PAGE>

                                                                     EXHIBIT 99A

FOR IMMEDIATE RELEASE                                                  CONTACT:
May 16, 2000                                                           ROB BENSH
                                                 SENIOR VICE PRESIDENT - FINANCE
                                                                  (713) 756-7029

              BELLWETHER APPOINTS DOUG MANNER AS PRESIDENT AND CEO
                J.P. BRYAN TO CONTINUE AS CHAIRMAN OF THE BOARD

HOUSTON - Chairman of the Board J.P. Bryan announced during the Company's
quarterly earnings conference call that Douglas G. Manner would succeed him as
the Company's new President and CEO, effective May 31, 2000.  Mr. Bryan will
continue to serve as Chairman of the Board and will remain actively involved
with the Company.

"Over the past few months Bellwether has posted record earnings, expanded its
development program and moved aggressively toward an expanded international
presence.  Doug is committed to Bellwether's continued growth and has the
experience and leadership skills to produce significant shareholder value. We
are exceptionally fortunate to have convinced Doug to join Bellwether," said Mr.
Bryan.

"I believe I have an unique opportunity here at Bellwether. I also believe
strongly in the Company's vision and strategy and look forward to leading such a
vital and committed group of employees" said Mr. Manner.

Prior to joining Bellwether, Mr. Manner served as Vice President and Chief
Operating Officer at Gulf Canada Resources. His career began as an Operations
Reservoir Engineer at Amoco Production Company where he later became District
Manager. In 1981, Mr. Manner joined Ryder Scott Petroleum Engineers as a
Consulting Reservoir Engineer and in 1995, as Senior Vice-President, he opened
and established a branch office in Calgary which increased four-fold under his
supervision by 1997.

Mr. Manner graduated from Rice University in 1977 with a Bachelor of Science
degree in Mechanical Engineering.

Bellwether Exploration Company is an independent oil and gas exploration and
production company headquartered in Houston, Texas. Bellwether employs a program
of producing property acquisitions and technology-driven development and
exploration to increase its reserves, cash flow and net asset value. The
Company's principal areas of activity are Southeastern New Mexico, West Texas,
onshore and offshore the Texas / Louisiana Gulf Coast, Latin America and the
Ukraine.



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