UNITED STATES
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
May 14, 1999
Date of Report
(Date of earliest event reported)
Bargo Energy Company
(Exact name of small business issuer as specified in its charter)
Texas 0-8609 87-0239185
(State or other jurisdiction of (Commission file number)(I.R.S. Employer
incorporation or organization) Identification No.)
700 Louisiana, Suite 3700
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713)236-9792
(Issuer's telephone number, including area code)
Future Petroleum Corporation
2351 West Northwest Highway, Suite 2130
Dallas, Texas 75220
(Former name and former address,
if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On May 14, 1999, the Company closed a transaction pursuant to which it issued
and sold to Kayne Anderson Energy Fund, L.P. ("Kayne"), BancAmerica Capital
Investors SBIC I, L.P. ("BancAmerica"), Eos Partners, L.P., Eos Partners SBIC,
L.P., Eos Partners SBIC II, L.P. (collectively, "Eos"), Energy Capital
Investment Company PLC, EnCap Energy Captial Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund III, L.P. (collectively,
"EnCap") and SGC Partners II LLC ("SGC" and together with Kayne, BancAmerica,
Eos, and EnCap, the "Investors") shares of a newly created class of preferred
stock. Pursuant to a Stock Purchase Agreement among the Issuer
and the Investors, five million shares of the Company's Cumulative Redeemable
Preferred Stock, Series B ("Preferred Stock") were issued in exchange for an
aggregate purchase price of $50 million. As additional consideration, the
Company issued an aggregate of 43,815,810 shares of its common stock to the
Investors equal to 40% of the outstanding common stock (on a fully
diluted basis). If the Company redeems all of the outstanding shares of
Preferred Stock prior to May 14, 2001, the Investors must sell back to the
Company, for a nominal amount, 12.5% of the shares of Common Stock originally
issued to the Investors.
Dividends on the Preferred Stock equal to 10% per annum are payable quarterly.
The dividend rate is subject to increase (but in no event to more than 16%) or
decrease (but in no event to less than 10%) based upon the Company's ratio of
assets to liabilities which is calculated on January 1 and July 1 of each year
or at such other time as requested by the Investors. The Preferred Stock may be
redeemed at any time by the Company and must be redeemed upon the occurrence of
certain events, including upon the fifth anniversary of the issue date or upon a
change of control. A change of control is deemed to occur upon any merger,
reorganization, purchase or sale of more than 50% of the Company's voting
securities, the sale of substantially all of the assets of the Company or at any
time Tim Goff ceases to serve as the Company's Chief Executive Officer. The
Company is prohibited from taking certain actions, including authorizing,
creating or issuing any shares of capital stock, amending the articles of
incorporation of the Company and authorizing a merger or change of control,
without the consent of the holders of a majority of the outstanding shares of
Preferred Stock.
In connection with the transaction, the Company, Bargo Energy Resources, Ltd.,
TJG Investments, Inc., Bargo Energy Company, Tim J. Goff, Thomas Barrow, James
E. Sowell and Bargo Operating Company, Inc. (collectively, the "Bargo
Group"), B. Carl Price, and Don Wm. Reynolds (Mr. Price and Mr. Reynolds are
referred to as the "Price Group"), EnCap Equity 1994 Limited Partnership ("EnCap
LP") and the Investors entered into a Second Amended and Restated Shareholders'
Agreement ("Shareholders' Agreement"). Under the Shareholders' Agreement, the
holders of the Preferred Stock have the right, for so long as the Preferred
Stock is outstanding and until the occurrence of certain other events, to
appoint designated nominees to the Board of Directors. Accordingly, as part
of these transactions, B. Carl Price, Mary Elizabeth Vanderhider and Kimberley
G. Seekely have resigned from Bargo's Board of Directors. Of the three vacancies
on the Board of Directors, one will be filled by a nominee to be named by Kayne,
one was filled by a nominee of BancAmerica and one was filled by a nominee of
Eos and SGC. Brian D. Young was appointed to serve as the Eos/SGC nominee and J.
Travis Hain was appointed to serve as BancAmerica's nominee. The EnCap entities
have the right to appoint two nominees to the Board of Directors and the members
of the Bargo Group have the right to appoint two nominees to the Board of
Directors. The Price Group no longer has the right to appoint nominees to the
Board of Directors. The continuing members of Bargo's Board are Tim J. Goff and
Thomas D. Barrow (as the Bargo Group nominees) and Gary R. Petersen and D.
Martin Phillips (as the EnCap nominees). The Shareholders' Agreement also
sets forth certain rights of first refusal and tag along rights among the
parties thereto.
The Company, the Investors and EnCap LP also entered into a Second Amendment to
Registration Rights Agreement dated May 14, 1999 providing for registration
rights for the shares of common stock of the Company issued to the Investors.
In connection with the transaction, the Company amended its Bylaws to provide
that for so long as each of (i) EOS and SGC (jointly), (ii) Kayne, (iii)
BancAmerica, (iv) EnCap and (v) the Bargo Group (each, a "Nominee Group") is
entitled to nominate one or more persons to the Board of Directors of the
Company as provided in the Shareholders' Agreement, no act shall be
deemed to be an act of the Board of Directors or to be authorized and approved
by the Board of Directors without the approval of at least three directors that
are nominated by at least three separate Nominee Groups. In addition, Article
VIII of the Bylaws providing certain voting rights to the nominee of the Bargo
Group was deleted.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable to this filing.
(b) Pro forma Financial Information.
Not applicable to this filing.
(c) Exhibits
The following exhibits are included as part of this report:
EXHIBIT INDEX
Exhibit
Number Title of Document Location
- -----------------------------------------------------------------------
1 Unerwriting agreement (1)
2 Plan of acquisition, reorganization,
arrangement, liquidation or
succession (1)
4 Instruments defining the rights of
security holders
4.1 Articles of Incorporation of Bargo
Energy Company (2)
4.2 By-laws of Bargo Energy Company (2)
4.3 Amendment to Bargo Energy Company By-laws (3)
4.4 Certificate of Designation of
Cumulative Redeemable Preferred
Stock, Series B (3)
16 Letter on change in accounting
principles (1)
17 Letter on director resignation (1)
20 Other documents or statements
to security holders (1)
23 Consents of experts and counsel (1)
24 Power of attorney (1)
27 Financial data schedule (1)
99 Additional Exhibits
99.1 Second Amended and Restated (3)
Shareholders' Agreement, dated May
14, 1998, by and among Bargo Energy
Company, B. Carl Price, Don Wm.
Reynolds, Energy Capital Investment
Company PLC, EnCap Equity 1994
Limited Partnership, Bargo Energy
Resources, Ltd., TJG Investments,
Inc., Bargo Energy Company, Tim J.
Goff, Thomas Barrow, James E. Sowell,
Bargo Operating Company, Inc., EnCap
Energy Capital Fund III-B, L.P., BOCP
Energy Partners, L.P., EnCap Energy
Capital Fund III, L.P., Kayne
Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I,
L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II
LLC.
99.2 Second Amendment to Registration (3)
Rights Agreement dated May 14, 1999
between Energy Capital Investment
Company PLC, EnCap Equity 1994
Limited Partnership, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy
Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners,
L.P., Eos Partners SBIC, L.P., Eos
Partners SBIC II, L.P., and SGC
Partners II LLC.
99.3 Consent to Amendment to Registration (3)
Rights Agreement by TJG Investments,
Inc., Bargo Energy Company, Bargo
Energy Resources, Ltd., Bargo
Operating Company, Inc., Tim J. Goff,
Thomas Barrow, James E. Sowell, B.
Carl Price, Don Wm. Reynolds,
Christie Price, Robert Price and
Charles D. Laudeman.
99.4 Amendment No. 1 to Amended and (3)
Restated Credit Agreement dated May
14, 1999 between Bargo Energy Company
and Bank of America National Trust
and Savings Association.
99.5 Amended and Restated Secured (3)
Promissory Note dated May 14, 1999
between Bargo Energy Company and Bank
of America National Trust and Savings
Association.
99.6 Consent and Agreement dated May 14, (3)
1999 between Bargo Energy Company and
Bank of America National Trust and
Savings Association.
99.7 SBA Side Letter dated May 14, 1999 (3)
between Bargo Energy Company and
BancAmerica Capital Investors SBIC I,
L.P., Eos Partners SBIC, L.P., Eos
Partners SBIC II, L.P and SGC
Partners II LLC.
99.8 SBA Side Letter dated May 14, 1999 (3)
between Bargo Energy Company, EnCap
Equity 1994 Limited Partnership, TJG
Investments, Inc., Bargo Energy
Company, Bargo Energy Resources,
Ltd., Bargo Operating Company, Inc.,
Tim J. Goff and BancAmerica Capital
Investors SBIC I, L.P., Eos Partners
SBIC, L.P., Eos Partners SBIC II,
L.P. and SGC Partners II, LLC.
99.9 Stock Purchase Agreement dated May (3)
14, 1999 between Bargo Energy Company
and Energy Capital Investment Company
PLC, EnCap Energy Capital Fund III-B,
L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P.,
Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I,
L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II
LLC.
99.10 Bargo Energy Company 1999 Stock Incentive Plan (3)
99.11 Confidentiality and Non-Compete Agreement (3)
dated May 14, 1999 between Bargo Energy
Company and Tim J. Goff
________________________
(1) Inapplicable to this filing.
(2) Incorporated herein by reference from the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 29,
1999. (file no. 000-08609)
(3) Incorporated herein by reference from the Company's Quarterly Report on
From 10-QSB for the period ended March 31, 1999 filed with the
Securities and Exchange Commission on May 21, 1999. (file no. 000-08609)
<PAGE>
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 hereunto duly authorized.
Bargo Energy Company
(Registrant)
/s/ Tim J. Goff
Dated: May 14, 1999 By: Tim J. Goff, President
<PAGE>
EXHIBIT INDEX
Exhibit
Number Title of Document Location
- -----------------------------------------------------------------------
1 Unerwriting agreement (1)
2 Plan of acquisition, reorganization,
arrangement, liquidation or
succession (1)
4 Instruments defining the rights of
security holders
4.1 Articles of Incorporation of Bargo
Energy Company (2)
4.2 By-laws of Bargo Energy Company (2)
4.3 Amendment to Bargo Energy Company By-laws (3)
4.4 Certificate of Designation of
Cumulative Redeemable Preferred
Stock, Series B (3)
16 Letter on change in accounting
principles (1)
17 Letter on director resignation (1)
20 Other documents or statements
to security holders (1)
23 Consents of experts and counsel (1)
24 Power of attorney (1)
27 Financial data schedule (1)
99 Additional Exhibits
99.1 Second Amended and Restated (3)
Shareholders' Agreement, dated May
14, 1998, by and among Bargo Energy
Company, B. Carl Price, Don Wm.
Reynolds, Energy Capital Investment
Company PLC, EnCap Equity 1994
Limited Partnership, Bargo Energy
Resources, Ltd., TJG Investments,
Inc., Bargo Energy Company, Tim J.
Goff, Thomas Barrow, James E. Sowell,
Bargo Operating Company, Inc., EnCap
Energy Capital Fund III-B, L.P., BOCP
Energy Partners, L.P., EnCap Energy
Capital Fund III, L.P., Kayne
Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I,
L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II
LLC.
99.2 Second Amendment to Registration (3)
Rights Agreement dated May 14, 1999
between Energy Capital Investment
Company PLC, EnCap Equity 1994
Limited Partnership, EnCap Energy
Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy
Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners,
L.P., Eos Partners SBIC, L.P., Eos
Partners SBIC II, L.P., and SGC
Partners II LLC.
99.3 Consent to Amendment to Registration (3)
Rights Agreement by TJG Investments,
Inc., Bargo Energy Company, Bargo
Energy Resources, Ltd., Bargo
Operating Company, Inc., Tim J. Goff,
Thomas Barrow, James E. Sowell, B.
Carl Price, Don Wm. Reynolds,
Christie Price, Robert Price and
Charles D. Laudeman.
99.4 Amendment No. 1 to Amended and (3)
Restated Credit Agreement dated May
14, 1999 between Bargo Energy Company
and Bank of America National Trust
and Savings Association.
99.5 Amended and Restated Secured (3)
Promissory Note dated May 14, 1999
between Bargo Energy Company and Bank
of America National Trust and Savings
Association.
99.6 Consent and Agreement dated May 14, (3)
1999 between Bargo Energy Company and
Bank of America National Trust and
Savings Association.
99.7 SBA Side Letter dated May 14, 1999 (3)
between Bargo Energy Company and
BancAmerica Capital Investors SBIC I,
L.P., Eos Partners SBIC, L.P., Eos
Partners SBIC II, L.P and SGC
Partners II LLC.
99.8 SBA Side Letter dated May 14, 1999 (3)
between Bargo Energy Company, EnCap
Equity 1994 Limited Partnership, TJG
Investments, Inc., Bargo Energy
Company, Bargo Energy Resources,
Ltd., Bargo Operating Company, Inc.,
Tim J. Goff and BancAmerica Capital
Investors SBIC I, L.P., Eos Partners
SBIC, L.P., Eos Partners SBIC II,
L.P. and SGC Partners II, LLC.
99.9 Stock Purchase Agreement dated May (3)
14, 1999 between Bargo Energy Company
and Energy Capital Investment Company
PLC, EnCap Energy Capital Fund III-B,
L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P.,
Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I,
L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners
SBIC II, L.P., and SGC Partners II
LLC.
99.10 Bargo Energy Company 1999 Stock Incentive Plan (3)
99.11 Confidentiality and Non-Compete Agreement (3)
dated May 14, 1999 between Bargo Energy
Company and Tim J. Goff
________________________
(1) Inapplicable to this filing.
(2) Incorporated herein by reference from the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 29,
1999. (file no. 000-08609)
(3) Incorporated herein by reference from the Company's Quarterly Report on
From 10-QSB for the period ended March 31, 1999 filed with the
Securities and Exchange Commission on May 21, 1999. (file no. 000-08609)
<PAGE>
