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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):
DECEMBER 22, 1995
CODA ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Delaware 0-10955 75-1842480
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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
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Item 5. Other Events
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Coda Energy, Inc. (the "Company") announced today that its Board of Directors,
acting upon the recommendation of the Special Committee of the Board, has
approved an amendment to the Company's Agreement and Plan of Merger with Joint
Energy Development Investments Limited Partnership ("JEDI") and Coda
Acquisition, Inc. ("CAI") relating to Coda's pending merger transaction with
CAI, a subsidiary of JEDI. The amendment provides that the condition to the
merger agreement requiring the sale of Coda's natural gas gathering and
processing subsidiary, Taurus Energy Corp. ("Taurus"), is removed from the
agreement and is no longer a condition to consummation of the merger. While
Coda has held serious discussions with certain prospective buyers for Taurus for
several months, the parties do not believe that Coda can achieve a timely sale
of Taurus on acceptable terms. In exchange for removal of this condition, the
Board has agreed to a reduction in the per share merger price from $8.00 per
share to $7.75 per share. The action of the Board and the amendment to the
Merger Agreement are subject to (i) negotiation and execution of amendments to
certain other agreements relating to the Merger and (ii) confirmation from the
independent financial advisor to the Special Committee that the revised merger
price is fair to Coda's stockholders.
Item 7. Financial Statements and Exhibits
---------------------------------
The following documents are attached hereto as exhibits:
2.1 Amendment to Agreement and Plan of Merger.
99.1 Coda Energy, Inc. Press Release dated December 22, 1995.
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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: December 26, 1995 CODA ENERGY, INC.
By: /s/ Joe Callaway
-----------------------------
Joe Callaway, Vice President
and General Counsel
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EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- ----------
2.1 Amendment to Agreement and Plan of Merger. 4
99.1 Coda Energy, Inc. Press Release dated 9
December 22, 1995.
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Exhibit 2.1
AMENDMENT TO
AGREEMENT
AND
PLAN OF MERGER
by and among
CODA ACQUISITION, INC.,
JOINT ENERGY DEVELOPMENT INVESTMENTS
LIMITED PARTNERSHIP
and
CODA ENERGY, INC.
Dated as of December 22, 1995
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AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (this "Amendment") TO AGREEMENT AND PLAN OF MERGER, dated as
of December 22, 1995, by and among Coda Acquisition, Inc., a Delaware
corporation ("Sub"), Coda Energy, Inc., a Delaware corporation (the "Company")
and Joint Energy Development Investments Limited Partnership, a Delaware limited
partnership ("JEDI"):
WITNESSETH:
-----------
WHEREAS, Sub, the Company and JEDI have entered into that certain Agreement
and Plan of Merger dated as of October 30, 1995 (the "Agreement") providing for
the merger of Sub with and into the Company (the "Merger");
WHEREAS, Sub, the Company and JEDI now desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized terms used in this Amendment, to
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the extent not otherwise defined herein, shall have the same meanings as in the
Agreement as amended hereby.
ARTICLE II
AMENDMENTS
Section 2.1 Amendment to Section 3.1. Effective as of the date hereof,
------------------------
the reference in Section 3.1 of the Agreement to $8.00 is hereby amended to
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$7.75.
Section 2.2 Amendment to Section 3.6 (a) and (b). Effective as of the
------------------------------------
date hereof, the references in Section 3.6 (a) and (b) of the Agreement to $8.00
are hereby amended to $7.75.
Section 2.3 Amendment to Article IV. Effective as of the date hereof
-----------------------
Article IV of the Agreement is hereby amended to delete the definitions of
"Approved Taurus Disposition Agreement", "Taurus Disposition", "Taurus
Disposition Agreement" and "Taurus Disposition Notice."
Section 2.4 Amendment to Section 8.1(a). Effective as of the date
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hereof, Section 8.1(a) of the Agreement is hereby amended by deleting the
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parenthetical phrase therein.
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Section 2.5 Amendment to Section 9.6. Effective as of the date hereof,
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Section 9.6 of the Agreement is hereby amended by deleting the penultimate
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sentence thereof.
Section 2.6 Amendment to Section 9.7. Effective as of the date hereof,
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Section 9.7 of the Agreement is hereby amended and restated in its entirety to
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read as follows:
Section 9.7 No Taurus Disposition. The Company shall not
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negotiate and shall not enter into any agreement providing for the sale of
Taurus, whether by merger, sale of all or substantially all of the assets
of Taurus, sale of all of the capital stock of Taurus or otherwise,
without, in each such case, obtaining the prior written consent of JEDI.
Section 2.7 Amendment to Section 10.3. Effective as of the date hereof,
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Section 10.3 of the Agreement is hereby amended by deleting subsection (d) in
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its entirety.
Section 2.8 Amendment to Section 11.1. Effective as of the date hereof,
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Section 11.1 of the Agreement is hereby amended by deleting subsection (h) in
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its entirety.
Section 2.9 Amendment to Option Relinquishment and Release Agreement and
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Warrant Relinquishment and Release Agreement. Effective as of the date hereof,
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the references in the recitals of both the Option Relinquishment and Release
Agreement and the Warrant Relinquishment and Release Agreement to $8.00 are
amended to $7.75.
ARTICLE III
MISCELLANEOUS
Section 3.1 Ratifications; Waiver of Claims. The terms and provisions
--------------------------------
set forth in this Amendment shall modify and supersede all inconsistent terms
and provisions set forth in the Agreement and except as expressly modified and
superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect. Sub, the
Company and JEDI agree that the Amendment is, and the Agreement as amended
hereby shall continue to be, legal, valid, binding and enforceable in accordance
with its respective terms, subject, however, to (i) the execution, on or prior
to January 15, 1996, of amendments to the Subscription Agreement and the
Stockholders Agreement (the "Management Agreements") satisfactory to JEDI, in
its sole discretion, and (ii) the receipt, on or prior to January 15, 1996, by
the Company of oral or written confirmation, in form and substance acceptable to
the Special Committee and to the Board of Directors of the Company, from Bear,
Stearns & Co. Inc. ("Bear Stearns"), financial advisor to the Company, that the
Merger, based on the revised Merger Consideration, is fair to the stockholders
of the Company from a financial point of view (except that such advice need not
be provided to management stockholders who will participate in the equity
ownership of the Surviving Corporation). If either (x) amendments to the
Management Agreements satisfactory to JEDI, in its sole discretion, are not
executed on or prior to January 15, 1996 or (y) the Company has not received
such confirmation from Bear Stearns on or prior
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to January 15, 1996, then this Amendment shall become void and the Agreement
shall continue in full force and effect without giving effect to this Amendment.
Section 3.2 Representations and Warranties. Each of Sub, the Company
------------------------------
and JEDI hereby represents and warrants to the other of such parties that the
execution, delivery and performance of this Amendment has been authorized by all
requisite corporate action on the part of each of Sub, the Company and JEDI and
will not violate the articles or certificate of incorporation, bylaws or
partnership agreement, as applicable, of any of Sub, the Company and JEDI.
Section 3.3 Reference to Agreement. The Agreement is hereby amended so
----------------------
that any reference therein to the Agreement shall mean a reference to the
Agreement as amended hereby.
IN WITNESS WHEREOF, Sub, JEDI and the Company have caused this Amendment to
be signed by their respective officers thereunder duly authorized all as of the
date first written above.
CODA ACQUISITION, INC.
By: /s/ C. John Thompson
--------------------------------
Name: C. John Thompson
Title: Vice President
CODA ENERGY, INC.
By: /s/ Douglas H. Miller
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Name: Douglas H. Miller
Title: Chairman of the Board
and Chief Executive Officer
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JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general
partner
By: /s/ C. John Thompson
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Name: C. John Thompson
Title: Agent and Attorney-in-Fact
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Exhibit 99.1
CODA ENERGY, INC NEWS RELEASE
CODA ANNOUNCES AMENDMENT TO MERGER AGREEMENT
Dallas, Texas, December 22, 1995 ... Coda Energy, Inc. (NASDAQ-NMS: CODA)
announced today that its Board of Directors, acting upon the recommendation of
the Special Committee of the Board, has approved an amendment to the Company's
Agreement and Plan of Merger with Joint Energy Development Investments Limited
Partnership ("JEDI") and Coda Acquisition, Inc. ("CAI") relating to Coda's
pending merger transaction with CAI, a subsidiary of JEDI. The amendment
provides that the condition to the merger agreement requiring the sale of Coda's
natural gas gathering and processing subsidiary, Taurus Energy Corp. ("Taurus"),
is removed from the agreement and is no longer a condition to consummation of
the merger. While Coda has held serious discussions with certain prospective
buyers for Taurus for several months, the parties do not believe that Coda can
achieve a timely sale of Taurus on acceptable terms. In exchange for removal of
this condition, the Board has agreed to a reduction in the per share merger
price from $8.00 per share to $7.75 per share. The action of the Board and the
amendment to the Merger Agreement are subject to (i) negotiation and execution
of amendments to certain other agreements relating to the Merger and (ii)
confirmation from the independent financial advisor to the Special Committee
that the revised merger price is fair to Coda's stockholders.
Coda Energy, Inc. is an independent energy company primarily engaged in oil
and gas acquisition, exploitation, development and production, including natural
gas gathering, processing and extraction. Company headquarters are located 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 and General Counsel, Joe Callaway, at
Coda's headquarters, 5635 Pineland Drive, Suite 300, Dallas, Texas 75231,
telephone number (214) 692-1800 or (800) 486-2632.
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