CODA ENERGY INC
8-K, 1995-04-27
CRUDE PETROLEUM & NATURAL GAS
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                       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):
                                 APRIL 26, 1995


                               CODA ENERGY, INC.
             (Exact Name of Registrant as Specified in its Charter)


     State of Delaware               0-10955                 75-1842480
(State or Other Jurisdiction   (Commission File Number)     (IRS Employer 
     of Incorporation)                                    Identification No.)

                              5735 Pineland Drive
                                   Suite 300
                              Dallas, Texas  75231
              (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (214) 692-1800


================================================================================
                                        
                                 Index of Exhibits - Page 3
                                 Number of Pages - 5
<PAGE>
 
Item 5.  Other Events
         ------------

                  CODA ANNOUNCES POSSIBLE ACQUISITION PROPOSAL

  Coda Energy, Inc. announced today that its Chairman and Chief Executive
Officer, Douglas H. Miller, has advised the Company that he is engaged in
forming an investor group, and has entered into discussions with various parties
regarding obtaining financing, for the possible cash acquisition of the Company.
Mr. Miller advised Coda that neither the terms nor the timing of any such
acquisition proposal had been determined at this time.  Mr. Miller indicated,
however, that if a proposal were to be made, the acquisition price would
represent a premium to recent trading prices of Coda's common stock.  The Board
of Directors of the Company has appointed a Special Committee of outside
directors for the purpose of, among other things, considering any acquisition
proposal.  The Special Committee will retain independent legal counsel to advise
it and an independent investment banking firm to evaluate any acquisition
proposal.

Item 7.  Financial Statements and Exhibits
         ---------------------------------

     The following documents are attached hereto as exhibits:

     99.1     Coda Energy, Inc. Press Release dated April 26, 1995.


- --------------------------------------------------------------------------------


                                   SIGNATURES

  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.

Date:  April 27, 1995                    CODA ENERGY, INC.


                                         By:    \s\ Joe Callaway
                                           -------------------------------------
                                                Joe Callaway, Vice President and
                                                General Counsel

                                                                        Page - 2
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                Sequential
Exhibit No.                Description of Exhibit                Page No.
- -------------  -----------------------------------------------  ----------
<S>            <C>                                              <C>
   99.1        Coda Energy, Inc. Press Release dated April           5
               26, 1995.
 
</TABLE>

                                                                        Page - 3

<PAGE>
 
                                                                    EXHIBIT 99.1

CODA ENERGY, INC NEWS RELEASE


CODA ANNOUNCES POSSIBLE ACQUISITION PROPOSAL

  Dallas, Texas, April 26, 1995....Coda Energy, Inc. (NASDAQ-NMS:  CODA)  Coda
Energy, Inc. announced today that its Chairman and Chief Executive Officer,
Douglas H. Miller, has advised the Company that he is engaged in forming an
investor group, and has entered into discussions with various parties regarding
obtaining financing, for the possible cash acquisition of the Company.  Mr.
Miller advised Coda that neither the terms nor the timing of any such
acquisition proposal had been determined at this time.  Mr. Miller indicated,
however, that if a proposal were to be made, the acquisition price would
represent a premium to recent trading prices of Coda's common stock.  The Board
of Directors of the Company has appointed a Special Committee of outside
directors for the purpose of, among other things, considering any acquisition
proposal.  The Special Committee will retain independent legal counsel to advise
it and an independent investment banking firm to evaluate any acquisition
proposal.

  Coda Energy, Inc. and its subsidiaries acquire, exploit and develop oil and
gas properties, gas processing plants and gathering systems.  Coda is
headquartered in Dallas, Texas with principal operations in Texas, Oklahoma and
Kansas.  The Company's stock is traded on the NASDAQ National Market System
under the symbol CODA.

  Additional information about Coda Energy, Inc. may be obtained by contacting
the Company's Vice President - General Counsel, Joe Callaway, at Coda's
headquarters, 5735 Pineland Drive, Suite 300, Dallas, Texas 75231, telephone
number (214) 692-1800 or (800) 486-2632.



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