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As filed with the Securities and Exchange Commission on May 28, 1998
Securities and Exchange Commission
Washington, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 4
(Final Amendment)
TERRITORIAL RESOURCES, INC.
(Name of the Issuer)
TERRITORIAL RESOURCES, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value, of TERRITORIAL RESOURCES, INC.
(Title of Class of Securities)
881469 20 9
(CUSIP Number of Class of Securities)
Michael P. Finch, Esq.
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, Texas 77002
Telephone: (713) 758-2128
Facsimile (713) 615-5282
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of person(s) filing statement)
This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17
CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section 240.13e-3(c)] under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. /X/ None of the above.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies: / /.
CALCULATION OF FILING FEE
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TRANSACTION VALUATION *(1) AMOUNT OF FILING FEE
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<S> <C> <C>
$1,766,367 $354.00(2)
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/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
NOTES:
*(1) 1,261,691 shares of the Issuer's Common Stock, no par value, redeemed for
cash consideration of $1.40 per share.
(2) Paid with initial filing.
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EXPLANATORY NOTE
The purpose of Amendment No. 4 to the Registrant's Rule 13e-3
Transaction Statement is to file a final amendment to the Rule 13e-3
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3).
Item 16. Additional Information.
On May 28, 1998, the shareholders of Territorial Resources, Inc. (the
"Company") approved the one-for-36,000 reverse split of the Company's
outstanding shares of common stock (the "Reverse Split") by the requisite
majority vote, and an amendment to the Company's Articles of Incorporation was
filed with the Secretary of State of Colorado to effect the Reverse Split. No
shareholders of the Company exercised any dissenters' rights of appraisal with
respect to the Reverse Split. As a result of the Reverse Split, 1,237,003
shares of the Company's common stock (pre-split) were each converted into the
right to receive $1.40 cash from the Company, and the remaining 9,144,000 shares
of Common Stock (pre-split) were converted into 254 shares of post-split Common
Stock of the Company. Such 254 shares are held by a total of 23 shareholders,
and on May 28, 1998, the Company filed with the Commission a Form 15 under the
Securities Exchange Act of 1934 (the "Exchange Act") to certify, pursuant to
Rule 12g4-(a)(1)(i) that its shares of Common Stock are held of record by less
than 300 persons and to suspend the Company's duty to file any reports required
under Section 13(a) of the Exchange Act. Pursuant to Rule 12g-4(a) under the
Exchange Act, termination of registration of the Common Stock shall take effect
on August 26, 1998 (the 90th day following May 28, 1998), or on such earlier
date as the Commission may determine.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
TERRITORIAL RESOURCES, INC.
Dated: May 28, 1998 /s/ DANIEL A. MERCIER
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Daniel A. Mercier
Chairman of the Board and
Chief Executive Officer
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