<PAGE>
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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):
AUGUST 24, 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 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
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<PAGE>
Item 5. Other Events
Proposed Buyout -- Coda Energy, Inc. announced today that it has entered into
a letter of understanding with Enron Capital & Trade Resources Corp. ("ECT")
whereby ECT or its affiliates or designees would acquire all of the common stock
of Coda at a price of $8.00 per share in cash through a merger. The parties
anticipate that approximately 24,600,000 shares will be outstanding as of the
time of the merger.
Among other things, the proposed merger would be subject to and conditioned
upon (i) the execution of a definitive merger agreement, (ii) approval by
holders of a majority of Coda's outstanding shares of common stock, (iii) the
receipt of all necessary consents and governmental approvals, and (iv) the sale
of Coda's gas gathering and processing subsidiary, Taurus Energy Corp.
("Taurus"), on terms acceptable to ECT. It is also a condition to closing that
certain members of management (including Coda's Chairman Douglas H. Miller) will
have a continuing role in the new entity.
As previously announced, the Board of Directors had appointed a Special
Committee of outside directors for the purpose of considering an acquisition
transaction that Coda's Chairman and Chief Executive Officer, Douglas H. Miller,
was attempting to organize. Mr. Miller has informed the Board that he has ceased
further efforts in that regard. Coda's Board has expanded the Special
Committee's mandate to review the ECT proposal, to make a recommendation to the
Board concerning the ECT proposal and to take any other actions in connection
therewith deemed advisable by the Special Committee and its advisors. The
Special Committee will also review and evaluate the possible sale or
restructuring of the ownership of Taurus. The Special Committee has retained
independent legal counsel and a financial advisor.
There can be no assurance at this time as to whether or not any transaction
will occur or as to the timing or terms of any transaction.
Receipt of Offer to Purchase Subsidiary -- Coda Energy, Inc. announced today
that it has received an offer to purchase substantially all of the assets of its
wholly owned gas gathering and processing subsidiary, Taurus Energy Corp.
("Taurus"). The offer, which is subject to several contingencies, has been
referred to the Special Committee of the Board of Directors of the Company for
review and consideration. The Special Committee has been charged by the Board
with the responsibility of reaching a determination or recommendation, if any,
with respect to the possible sale or restructuring of the ownership of Taurus,
including any proposals to acquire Taurus separate or apart from a sale of the
Company, and the Special Committee has retained independent legal counsel and a
financial advisor.
There can be no assurance at this time as to whether or not any such sale will
occur or as to the timing or terms of any such transaction.
Page - 2
<PAGE>
Item 7. Financial Statements and Exhibits
The following documents are attached hereto as exhibits:
99.1 Coda Energy, Inc. Press Release dated August 24, 1995 entitled "Coda
Announces Proposed Buyout."
99.2 Coda Energy, Inc. Press Release dated August 24, 1995 entitled "Coda
Announces Receipt of Offer to Purchase Subsidiary."
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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: August 24, 1995 CODA ENERGY, INC.
By: \s\ Joe Callaway
-------------------------------------
Joe Callaway, Vice President
and General Counsel
Page - 3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- ----------
<S> <C> <C>
99.1 Coda Energy, Inc. Press Release dated August 5
24, 1995 entitled "Coda Announces Proposed
Buyout."
99.2 Coda Energy, Inc. Press Release dated August 6
24, 1995 entitled "Coda Announces Receipt of
Offer to Purchase Subsidiary."
</TABLE>
Page - 4
<PAGE>
Exhibit 99.1
CODA ENERGY, INC NEWS RELEASE
CODA ANNOUNCES PROPOSED BUYOUT
Dallas, Texas, August 24, 1995 . . . . Coda Energy, Inc. (NASDAQ - NMS:
CODA) announced today that it has entered into a letter of understanding with
Enron Capital & Trade Resources Corp. ("ECT") whereby ECT or its affiliates or
designees would acquire all of the common stock of Coda at a price of $8.00 per
share in cash through a merger. The parties anticipate that approximately
24,600,000 shares will be outstanding as of the time of the merger.
Among other things, the proposed merger would be subject to and conditioned
upon (i) the execution of a definitive merger agreement, (ii) approval by
holders of a majority of Coda's outstanding shares of common stock, (iii) the
receipt of all necessary consents and governmental approvals, and (iv) the sale
of Coda's gas gathering and processing subsidiary, Taurus Energy Corp.
("Taurus"), on terms acceptable to ECT. It is also a condition to closing that
certain members of management (including Coda's Chairman Douglas H. Miller) will
have a continuing role in the new entity.
As previously announced, the Board of Directors had appointed a Special
Committee of outside directors for the purpose of considering an acquisition
transaction that Coda's Chairman and Chief Executive Officer, Douglas H. Miller,
was attempting to organize. Mr. Miller has informed the Board that he has ceased
further efforts in that regard. Coda's Board has expanded the Special
Committee's mandate to review the ECT proposal, to make a recommendation to the
Board concerning the ECT proposal and to take any other actions in connection
therewith deemed advisable by the Special Committee and its advisors. The
Special Committee will also review and evaluate the possible sale or
restructuring of the ownership of Taurus. The Special Committee has retained
independent legal counsel and a financial advisor.
There can be no assurance at this time as to whether or not any transaction
will occur or as to the timing or terms of any transaction.
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, 5735 Pineland Drive, Suite 300, Dallas, Texas 75231,
telephone number (214) 692-1800 or (800) 486-2632.
<PAGE>
Exhibit 99.2
CODA ENERGY, INC NEWS RELEASE
CODA ANNOUNCES RECEIPT OF OFFER TO PURCHASE
SUBSIDIARY
Dallas, Texas, August 24, 1995 . . . . Coda Energy, Inc. (NASDAQ - NMS:
CODA) announced today that it has received an offer to purchase substantially
all of the assets of its wholly owned gas gathering and processing subsidiary,
Taurus Energy Corp. ("Taurus"). The offer, which is subject to several
contingencies, has been referred to the Special Committee of the Board of
Directors of the Company for review and consideration. The Special Committee
has been charged by the Board with the responsibility of reaching a
determination or recommendation, if any, with respect to the possible sale or
restructuring of the ownership of Taurus, including any proposals to acquire
Taurus separate or apart from a sale of the Company, and the Special Committee
has retained independent legal counsel and a financial advisor.
There can be no assurance at this time as to whether or not any such sale
will occur or as to the timing or terms of any such transaction.
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, 5735 Pineland Drive, Suite 300, Dallas, Texas 75231,
telephone number (214) 692-1800 or (800) 486-2632.
