UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 14, 1998
Commission file number 0-8609
Future Petroleum Corporation
(Exact name of small business issuer as specified in charter)
Utah 87-0239185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2351 West Northwest Highway, Suite 2130
Dallas, Texas 75220
(Address of principal executive offices) (Zip Code)
(214)350-7602
(Issuer's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 14, 1998, Future Petroleum Corporation ("Future" or the "Company")
closed an acquisition, effected by merger (the "Merger"), of oil and gas
properties from Bargo Energy Resources, Ltd., a Texas limited partnership
("Bargo"), for a purchase price of $5.8 million, 4.7 million shares of Future's
common stock and a warrant to purchase an additional 250,000 shares of common
stock.
In connection with the Merger, Energy Capital Investment Company PLC, an
English company ("EnCap PLC") and EnCap Equity 1994 Limited Partnership, a
Texas limited partnership ("EnCap LP" and together with EnCap PLC, the
"EnCap Entities") agreed to modify and extend their outstanding loans to
Future in the amount of approximately $7.3 million. In connection with the
renewal and amendment of these loans, the EnCap Entities received 2.8 million
shares of Future common stock.
Also in connection with the Merger, Bargo, the EnCap Entities, Mr. B. Carl
Price, Mr. Don Wm. Reynolds (Mr. Price and Mr. Reynolds are referred to as the
"Price Group") and Future entered into a Shareholders' Agreement whereby they
have agreed to cause the Board of Directors of Future to be composed of seven
persons. Each party has further agreed to vote their shares of Common Stock in
connection with the election of directors of the Company for two nominees of
Bargo, two nominees of the EnCap Entities and three nominees of the Price Group.
In addition, the parties to the Shareholders' Agreement have agreed that one of
the nominees of Bargo will be the Chairman of the Board of Directors of the
Company. Accordingly, in connection with the Merger, Mr. Robert D. Price and
Mr. D. William Reynolds, Jr. agreed to resign from Future's Board of Directors.
Mr. Tim J. Goff, who has also been appointed Chairman of the Board of Future,
and Mr. Thomas D. Barrow were appointed to serve as Bargo's nominees, and Mr.
Gary R. Petersen and Mr. D. Martin Philips were appointed to serve as EnCap's
nominees. The effective date of such resignations and appointments was August
21, 1998. As of August 14, 1998, the EnCap Entities beneficially owned
approximately 34.3% of the outstanding voting securities of Future, Bargo owned
approximately 35.5% of the outstanding voting securities of Future and the Price
Group beneficially owned approximately 17.5% of the outstanding voting
securities of Future. The Company has granted registration rights to Bargo,
the EnCap Entities, and the Price Group with respect to shares of Future common
stock owned by them.
Pursuant to the terms of an Agreement, dated August 14, 1998, B. Carl Price,
the EnCap Entities and Bargo agreed to cause an amendment to the By-Laws of the
Company to provide that, for so long as Bargo is entitled to nominate one or
more persons to the Board of Directors of the Company as provided in the
Shareholders' Agreement, without the approval of one of the directors nominated
by Bargo, the Company cannot take certain actions, including, without
limitation, (i) incur or be liable for indebtedness other than indebtedness
under the Company's credit facility with a commercial bank, obligations under
operating leases entered into in the ordinary course of the Company's business,
and purchase money indebtedness in an aggregate principal amount not to exceed
$200,000 at any time; (ii) merge or consolidate with or into any other business
entity; (iii) sell, transfer, lease, exchange, alienate or dispose of certain
assets; (iv) make any expenditure or commitment or incur any obligation or
enter into or engage in any transaction except in the ordinary course of
business (which ordinary course of business includes the acquisition,
directly or indirectly, of oil and gas properties); or (v) engage in any
material transaction with any of its affiliates on terms which are less
favorable to it than those which would have been obtainable at the time in
arms-length dealing with persons other than such affiliates.
In connection with the Merger, Future entered into a $20 million credit
agreement with Bank of America. Borrowings under the credit agreement may not
exceed a borrowing base initially set at $10.5 million. Pursuant to pledge
agreements, each of which is dated August 14, 1998 ("Pledge Agreements"), Bargo,
the EnCap Entities and the Price Group have pledged their shares of common stock
of Future to secure Future's borrowings under the credit agreement. If an event
of default occurs under the credit agreement, the bank will have the right to
vote all of the shares of Future subject to the Pledge Agreements, and following
foreclosure on the common stock, will have the right to sell the common stock as
provided in the Pledge Agreements and applicable law.
The parties to the Shareholders Agreement, voting together, have the ability to
elect the entire board of directors of Future. Therefore, the execution of the
Shareholders' Agreement, together with the issuance of shares of common stock to
Bargo and the EnCap Entities, resulted in a change in control of Future.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1 above.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
(a) Financial Statements of Business Acquired. Financial statements
required by this item will be filed by amendment as soon as practicable,
but no later than October 13, 1998.
(b) Pro forma Financial Information. Pro-forma financial statements
required by this item will be filed by amendment as soon as practicable,
but no later than October 13, 1998.
(c) Exhibits
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession.
2.2 Agreement and Plan of Merger dated August 14, (a)
1998 by and among the Company, Bargo Energy
Resources, Ltd., SCL-CAL Company and Future Cal-Tex
Corporation.
4. Instruments defining the rights of security holders,
including indentures
4.1 Articles of Restatement of the Articles of (b)
Incorporation
4.2 Bylaws (b)
4.3 Agreement dated August 14, 1998 by and (a)
among B. Carl Price, Bargo Energy Resources,
Ltd., Energy Capital Investment Company PLC, and
EnCap Equity 1994 Limited Partnership
10. Material Contracts
10.1 Registration Rights Agreement among the Company (a)
and Bargo Energy Resources, Ltd. dated August
14, 1998.
10.2 Registration Rights Agreement among the Company, (a)
Energy Capital Investment Company PLC and EnCap
Equity 1994 Limited Partnership dated August 14,
1998.
10.3 Registration Rights Agreement among the Company, (a)
B. Carl Price and certain other shareholders
dated August 14, 1998.
10.4 Stock Purchase Warrant by the Company to Bargo (a)
Energy Resources, Ltd. dated August 14, 1998.
10.5 Shareholders' Agreement by and among the (a)
Company, Bargo Energy Resources, Ltd., Energy
Capital Investment Company PLC, EnCap Equity
1994 Limited Partnership, B. Carl Price and Don
Wm. Reynolds dated August 14, 1998.
10.6 Amended and Restated Employment Agreement of B. (a)
Carl Price dated August 14, 1998.
10.7 Agreement between the Company and Don Wm. (a)
Reynolds dated as of November 18, 1997.
10.8 Agreement between the Company and Robert Price (a)
dated as of November 18, 1997.
10.9 Note Restructuring Agreement by and among the (a)
Company, Energy Capital Investment Company PLC,
EnCap Equity 1994 Limited Partnership and Gecko
Booty 1994 I Limited Partnership dated August
14, 1998.
10.10 Credit Agreement between the Company and (a)
Bank of America National Trust and Savings
Association dated August 14, 1998.
10.11 Master Subordination Agreement by and (a)
between Bank of America and Energy Capital
Investment Company PLC and EnCap Equity 1994
Limited Partnership dated August 14, 1998.
10.12 Pledge Agreement between Bank of America (a)
and Bargo Energy Resources, Ltd. dated August
14, 1998.
10.13 Pledge Agreement between Bank of America (a)
and Energy Capital Investment Company PLC dated
August 14, 1998.
10.14 Pledge Agreement between Bank of America (a)
and EnCap Equity 1994 Limited Partnership dated
August 14, 1998.
10.15 Pledge Agreement between Bank of America (a)
and B. Carl Price dated August 14, 1998.
10.16 Pledge Agreement between Bank of America (a)
and Don Wm. Reynolds.
10.17 Guaranty dated April 30, 1998 by the (a)
Company in favor of Energy Capital Investment
Company PLC, EnCap Equity 1994 Limited
Partnership, and Gecko Booty 1994 I Limited
Partnership.
10.18 Security Agreement dated May 1, 1998 (a)
between the Company and Energy Capital
Investment Company PLC, EnCap Equity 1994
Limited Partnership, and Gecko Booty 1994 I
Limited Partnership.
10.19 Amendment to Renewal Promissory Note (a)
dated May 1, 1998 by the Company to EnCap Equity
1994 Limited Partnership dated August 14, 1998.
10.20 Amendment to Renewal Promissory Note (a)
dated May 1, 1998 by the Company to Energy
Capital Investment Company PLC dated August 14,
1998.
(a) Incorporated by reference from the Company's report of
Form 10-QSB for the fiscal quarter ended June 30, 1998,
filed with the Securities and Exchange Commission on
August 19, 1998.
(b) Incorporated by reference from the Company's report of
Form 10-K for the fiscal year ended December 31, 1994,
filed with the Securities and Exchange Commission on
April 17, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
FUTURE PETROLEUM CORPORATION
(Registrant)
Dated: August 31, 1998 By: By: /s/ B. Carl Price
B. Carl Price,
Title: President, Principal
Financial and Accounting Officer
