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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 26, 1995
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Date of Report (date of earliest event reported)
EVERGREEN RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-10077 84-0834147
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
1000 Writer Square
1512 Larimer Street
Denver, Colorado 80202
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(Address of Principal Executive Offices)
(303) 534-0400
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(Registrant's Telephone Number, Including Area Code)
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ITEM 1: CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3: BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
N/A
ITEM 5: OTHER EVENTS
On December 8, 1994, Registrant issued 3,750,000 shares of 8%
Convertible Preferred Stock, $1.00 par value, to two Institutional
Investors.
An additional 3,750,000 shares were issued on July 26, 1995.
A Summary of the Terms and Conditions of this issuance is attached as
Exhibit I.
ITEM 6: RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) None
(c) Exhibits: Filed herewith pursuant to Reg. S-K Item 601
Exhibit No. Page Description
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1 Summary of Terms
2 Previously Filed with 8K dated
December 9, 1994
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.
EVERGREEN RESOURCES, INC.
By: /S/ James S. Williams
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James S. Williams
Chairman of the Board
Dated: July 26, 1995
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December 8, 1994 EXHIBIT 1
EVERGREEN RESOURCES, INC.
7,500,000 SHARES OF 8% CONVERTIBLE PREFERRED STOCK, $1.00 PAR VALUE
SUMMARY
ISSUE $7.5 million par value 8% Convertible Sinking Fund
Preferred Stock $1.00 par value (the "Preferred Stock") of
Evergreen Resources, Inc. ("Evergreen").
PURCHASERS John Hancock Mutual Life Insurance Company - $6,000,000
Energy Investors Fund II, L.P. - $1,500,000
USE OF PROCEEDS To fund Evergreen's interest in the development of the
Raton Basin including gathering and compression
facilities.
TAKEDOWNS -Takedown 1 in December 1994: $3,750,000.
-Takedown 2 in 1995: $3,750,000, upon completion of
Evergreen's first ten well Program in the Raton Basin and
subject to independent engineer's report establishing
gross reserves of such ten wells averaging 1.8 Bcf per
well after 60 days production.
DIVIDENDS Cumulative annual cash dividends of 8%, payable quarterly.
At Evergreen's option, two quarterly dividends over the
ten year life of the issue may be satisfied through the
issuance of Common Stock valued at its then current market
value.
No dividends may be paid on the Common Stock unless all
accrued dividends, sinking fund and redemption obligations
on the Preferred Stock have been paid in full. Overdue
dividends shall bear interest at the rate of 10% until
paid in full.
CONVERSION RIGHT The Preferred Stock is convertible at any time, or from
time to time, in whole or in part, at the option of the
holders into 899,281 shares of Common Stock.
CONVERSION PRICE The Conversion Price shall be $8.34, calculated at 115% of
$7.25, the market price of the Common Stock as of
September 30's pricing date.
FORCED CONVERSION Evergreen can require the conversion of all, but not less
than all, of the Preferred Stock into Common Stock on any
date, provided the Common Stock has traded at not less
than $16 per share for the 30 consecutive days immediately
preceding the date of conversion and on the date of
conversion.
CALL The shares of Preferred Stock are callable, in whole or in
part (minimum call being 20% of original issue, expressed
in shares), at Evergreen's option at a call price equal to
par value, plus accrued dividends, payable in cash, plus
the Warrants as described below.
MANDATORY Mandatory Sinking Fund of $1,250,000 due annually
SINKING FUND commencing at the end of year 5. Overdue sinking fund
payments shall bear interest at the rate of 10% until paid
in full.
MANDATORY All outstanding shares of Preferred Stock must be redeemed
REDEMPTION by Evergreen on the tenth anniversary of original issuance
at par value, plus accrued dividends. Overdue redemption
payments shall bear interest at the rate of 10% until paid
in full.
LIQUIDATION Par value plus accrued and unpaid dividends prior to
PREFERENCE distributions on any Junior Stock upon any voluntary or
involuntary liquidation, dissolution or winding up of
Evergreen.
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EXHIBIT 1
WARRANTS Evergreen has issued warrants which will be triggered and
will become exerciseable for 10 years at $8.34 per share
if Evergreen exercises its call option. Holders of the
Preferred Stock may exercise stock purchase warrants equal
in number to the underlying common shares called, up to a
maximum of 899,281 shares.
ANTIDILUTION The conversion price of the Preferred Stock and the
exercise price of the Warrants shall be adjusted for
issuances below the higher of (A) $8.34, and (B) the fair
market value of the Common Stock as determined with
reference to published prices. No adjustment will be
made, however, in the event of:
- issuances in registered underwritten public offerings at
a price to the public of not less than 95% of the
closing bid price for the Common Stock on the day of
pricing of such offering.
- issuances pursuant to presently outstanding stock
purchase warrants
- issuances pursuant to Evergreen employee compensation,
limited to 1-1/2% of issued and outstanding common stock
per year.
REGISTRATION RIGHTS The shares of Common Stock issued upon conversion of the
Preferred Stock, upon exercise of the Warrants or in
satisfaction of dividend obligations as provided above
shall be entitled to unlimited piggyback registration
rights (with appropriate cutbacks if so requested by a
managing underwriter), and to two demand registrations.
VOTING RIGHTS The following actions require the prior approval of
holders of at least 66 2/3% of the Preferred Stock:
- any change to the terms of the Preferred Stock, or the
creation or issuance of shares of capital stock senior
to or on a parity with the Preferred Stock.
- the merger, consolidation, dissolution or liquidation of
Evergreen or any of its material Subsidiaries.
- the sale or disposition of all or substantially all of
the material assets of Evergreen or any material
Subsidiary,
- the incurrence by Evergreen or its Subsidiaries of
indebtedness for borrowed money in excess of 50% of the
SEC 10% Present Value of Evergreen's proved oil and gas
reserves.
- the making by Evergreen and Subsidiaries of aggregate
Restricted Payments (dividends and redemptions) from and
after March 31, 1994 in excess of 20% of cumulative
Consolidated Net Income.
If Evergreen fails to (i) pay any quarterly dividend, (ii)
make any mandatory sinking fund payment, or (iii) make the
mandatory redemption payment, the holders of the Preferred
Stock shall have the right, voting separately as a class,
to elect the smallest number of directors which will
constitute a majority of the total number of directors of
Evergreen.
If and when six months shall have elapsed during which all
dividends, mandatory sinking fund payments and redemption
payments on the Preferred Stock shall have been paid in
full, the holders of the Preferred Stock shall again be
excluded from the right to vote for the election of
directors, and each director elected by the holders of the
Preferred Stock shall cease to hold office upon the
election of a successor or of a new board of directors by
the stockholders.
