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
Date of Report: April 21, 1999
MEXCO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-6694 84-0627918
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
214 West Texas Avenue, Suite 1101, Midland, Texas 79701
(Address of principal executive offices)
(915) 682-1119
(Registrant's telephone number, including area code)
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MEXCO ENERGY CORPORATION
Table of Contents
Page
Item 2. Disposition of Assets 3
Item 7. Financial statements and exhibits 3
Signatures 4
Index to Exhibits 5
2
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MEXCO ENERGY CORPORATION
Item 2. Disposition of Assets.
On April 21, 1999 Mexco Energy Corporation sold all of its oil and gas interests
in Lazy JL field properties in Garza County, Texas to Shenandoah Petroleum
Corporation for $600,000 cash, adjusted for revenues and expenses from the
effective date of February 1, 1999 through the date of closing. Shenandoah
Petroleum Corporation is the operator of these oil and gas properties. The offer
for the properties was accepted based on independent petroleum engineering
studies and evaluations of the properties. The sales proceeds were used to
reduce the Company's outstanding debt under its line of credit with Bank of
America, formerly NationsBank of Texas.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not required.
(c) Exhibits.
Exhibit
Number Description of Document
10.1 Partial Assignment, Bill of Sale and Conveyance between Mexco Energy
Corporation and Shenandoah Petroleum Corporation dated April 21, 1999.
3
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MEXCO ENERGY CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
MEXCO ENERGY CORPORATION
(Registrant)
Dated: May 3, 1999 Nicholas C. Taylor
-----------------------------
Nicholas C. Taylor, President
4
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MEXCO ENERGY CORPORATION
Index to Exhibits
Exhibit
Number Description of Document Page
10.1 Partial Assignment, Bill of Sale and Conveyance between Mexco
Energy Corporation and Shenandoah Petroleum Corporation dated
April 21, 1999. 6
5
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PARTIAL ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This Partial Assignment of oil and gas leases and Bill of Sale is made and
entered into this 21st day of April, 1999, by and between Mexco Energy
Corporation ("Assignor") and Shenandoah Petroleum Corporation ("Assignee"), the
address of which is 731 W. Wadley, Bldg. O, Suite 100, Midland, Texas 79705.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and confessed, and subject to the provisions hereinafter
set forth, Assignor has TRANSFERRED, ASSIGNED, CONVEYED AND DELIVERED AND BY
THESE PRESENTS DOES HEREBY TRANSFER, ASSIGN, CONVEY AND DELIVER unto Assignee,
all of the right, title and interest of Assignor in and to the oil and gas
leases described in Exhibit "A" attached hereto and incorporated herein by
reference for all purposes, subject only to such Assignments or burdens by
Assignor which are of record in the public records of Garza County, Texas, as of
February 1, 1999 at 7:00 a.m. Assignor represents and warrants to Assignee that
this Assignment entitles Assignee to not less than the net revenue interest set
forth in Exhibit "A" attached hereto and incorporated herein by reference for
all purposes as to each lease described therein. This Assignment includes all of
Assignor's right, title and interest in and to the properties described in
Exhibit "A", whether the net revenue interest of Assignor is correctly stated or
not, and also includes all right, title and interest of Assignee in and to such
properties as adjoin or are contiguous thereto, and all right, title and
interest of Assignor in and to the leases described in Exhibit "A"
notwithstanding any limitation set forth in Exhibit "A". This Assignment also
includes:
(a) all oil and gas sales, purchase, exchange, and processing
contracts, casinghead gas contracts, Operating Agreements, Joint
Venture Agreements, seismic exploration agreements, Areas of Mutual
Interest Agreements (if any), Farmout and Farm-in Agreements, and all
other contracts agreements and instruments (including, without
limitation, future interests, reversionary rights and deferred
interests) which relate to the properties described above; and
(b) all personal property, improvements, lease and well equipment,
easements, permits, licenses, servitudes and rights-of way (including,
by way of example and not of limitation, all wells, casing, tubing,
tanks, boilers, separators, buildings, fixtures, machinery, injection
facilities, saltwater disposal facilities, compression facilities and
other equipment, processing plants, gathering systems, pipelines,
power lines, telephone and telegraph lines, roads and other
appurtenances and easements) situated upon or used or useful or held
for future use in connection with the exploration, development or
operation or maintenance of the properties described, or any unit or
units or operation or maintenance of the properties described, or any
unit or units in which part or parts of the properties described may
be included, or in connection with the production, treating, storing,
transportation or marketing of gas or other minerals produced from or
allocated to the properties described for such unit or units, provided
this Assignment is subject to the terms and conditions of each
easement, license, permit and servitude, including any limitation upon
the right of assignment (the "Personal Property")
6
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This Assignment is subject to the terms and provisions of all
applicable Joint Operating Agreements, including, without limitation, Joint
Operating Agreements naming the Assignee as the Operator.
To have and to hold the above-described interest, together with all and
singular the rights and privileges in any manner pertaining thereto, and to
Assignee and its successors and assigns forever, subject only to the
above-described reservations and exceptions, warrant title by, through and under
Assignor, but not otherwise.
AS TO ALL PERSONAL PROPERTY, THE ASSIGNOR HEREBY EXPRESSLY DISCLAIMS
AND NEGATES ALL WARRANTIES OF CONDITION, FITNESS, MERCHANTABILITY AND THE
PARTIES AGREE THAT THE PERSONAL PROPERTY CONVEYED AND ACCEPTED IN AS IS,
WHEREIS, WITH ALL FAULTS.
Signed this 21st day of April, 1999, but effective for all purposes as
of February 1, 1999.
MEXCO ENERGY CORPORATION
By: Nicholas Taylor
Name: Nicholas Taylor
Title: President
ATTEST:
Linda J. Crass
Name: Linda J. Crass
STATE OF TEXAS
COUNTY OF MIDLAND
This instrument was acknowledged before me on this the 21st day of
April, 1999 by the said Nicholas Taylor, as atty for Mexco Energy Corporation, a
Texas corporation, on behalf of said corporation.
L. Stone
NOTARY PUBLIC in and for the
State of Texas
My Commission Expires 3/31/2001
7
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EXHIBIT "A"
PARTIAL ASSIGNMENT
GARZA COUNTY, TEXAS
Attached to and made a part of that certain Partial Assignment
by and between Shenandoah Petroleum Corporation and Mexco
Energy Corporation dated April 21, 1999.
An Oil & Gas Lease dated the 2nd day of June, 1988, by and between Lott
Mineral Trust, etal and Shenandoah Petroleum Corporation, a Memorandum of
which is recorded in Book 172, Page 503, Deed Records, Garza County, Texas
Section Twenty (20), Block One (1), Jasper Hays Original Grantee
Including the NE/4 of NE/4.
MACY LOTT MEXCO MEXCO
WELL # WI NRI
20 #2 43.000000% 32.250000%
An Oil & Gas Lease dated August 7, 1990, by and between Lott Mineral Trust,
etal and Shenandoah Petroleum Corporation, a Memorandum of which is
recorded in Book 192, Page 221, Deed Records, Garza County, Texas
Section Nineteen (19), Block One (1), Jasper Hays Original Grantee
Including the West one-half (W/2) of Section 19.
Section Twenty (20), Block One (1), Jasper Hays Original Grantee
Including the North 240 Acres of West one-half (N/240Ac. Of W/2), and
Including the West one-half of Northeast one-quarter (W/2 of NE/4),and
Including the Southeast one-quarter of Northeast one-quarter
(SE/4 of NE/4).
MACY LOTT MEXCO MEXCO
WELL # WI NRI
19 #1 43.000000% 32.250000%
20 #3 43.000000% 32.250000%
20 #5 43.000000% 32.250000%
20 #6 43.000000% 32.250000%
20 #7 43.000000% 32.250000%
20 #8 43.000000% 32.250000%
20 #9 43.000000% 32.250000%
20 #10 43.000000% 32.250000%
20 #11 43.000000% 32.250000%
20 #13 43.000000% 32.250000%
An Oil & Gas Lease dated June 7, 1995, by and between Lott Mineral Trust,
etal and Shenandoah Petroleum Corporation, a Memorandum of which is
recorded in Book 226, Page 135, Deed Records, Garza County, Texas
Section Seventeen (17), Block One (1), Jasper Hays Original Grantee
Including the South half of South half (S/2 of S/2)
Section Eighteen (18), Block One (1), Jasper Hays Original Grantee
Including the Southwest quarter (SW/4)
Section Twenty One (21), Block One (1), Jasper Hays Original Grantee
Including the Northeast quarter (NE/4) and
North half of Southeast quarter (N/2 of SE/4)
MACY LOTT MEXCO MEXCO
WELL # WI NRI
17 #1 42.602649% 31.951987%
17 #2 42.602649% 31.951987%
17 #3 42.602649% 31.951987%
18 #1 35.000000% 26.250000%
18 #2 35.000000% 26.250000%
18 #3 35.000000% 26.250000%
18 #4 42.602649% 31.951987%
21 #1 35.000000% 26.250000%
21 #2 35.000000% 26.250000%
21 #3 42.602649% 31.951987%
21 #4 42.602649% 31.951987%
An Oil & Gas Lease dated February 22, 1991, by and between Lott Mineral
Trust, etal and Shenandoah Petroleum Corporation, a Memorandum of which is
recorded in Book 196, Page 12, Deed Records, Garza County, Texas
Section Twenty (20), Block One (1), Jasper Hays Original Grantee
Including the South half of Southwest quarter (S/2 of SW/4), and
West half of Southeast quarter (W/2 of SE/4)
MACY LOTT MEXCO MEXCO
WELL # WI NRI
20 #4 45.126582% 33.844937%
An Oil & Gas Lease dated March 1, 1996, by and between Lott Mineral Trust,
etal and Statex Petroleum Inc, a Memorandum of which is recorded in Book
228, Page 1140, Deed Records, Garza County, Texas
Section Sixteen (16), Block One (1), Jasper Hays Original Grantee
Including the Undeveloped 80.25 acre tract
Section Seventeen (17), Block One (1), Jasper Hays Original Grantee
Including the North half of Southeast quarter (N/2 of SE/4)
Section Eighteen (18), Block One (1), Jasper Hays Original Grantee
All of Section 18, Except Southwest quarter (SW/4),
Southeast quarter of Southeast quarter (SE/4 of SE/4), and
West half of Northwest Quarter (W/2 of NW/4)
Section Twenty (20), Block One (1), Jasper Hays Original Grantee
Including the Northeast quarter of Southeast quarter (NE/4 of SE/4),
and South half of Southwest quarter (S/2 of SW/4)
Section Twenty One (21), Block One (1), Jasper Hays Original Grantee
Including the West half (W/2) and South half of Southeast quarter
(S/2 of SE/4).
MEXCO MEXCO
WI NRI
42.602649% 31.951987%
An Oil & Gas Lease dated November 1, 1996, by and between Lott Mineral
Trust, etal and Statex Petroleum Inc, a Memorandum of which is recorded in
Book 232, Page 834, Deed Records, Garza County, Texas
Section Twenty Two (22), Block One (1), Jasper Hays Original Grantee
Including the 280.88 Undeveloped acres
Section Sixteen (16), Block One (1), Jasper Hays Original Grantee
Including the 256.75 Undeveloped acres
Section Twenty One (21), Block One (1), Jasper Hays Original Grantee
Including the 100 Undeveloped acres
Section Thirteen (13), Block One (1), Jasper Hays Original Grantee
Including the 321 Undeveloped acres
Section Fourteen (14), Block One (1), Jasper Hays Original Grantee
Including the 160.5 Undeveloped acres
MEXCO MEXCO
WI NRI
42.602649% 31.951987%
An Oil & Gas Lease dated June 1, 1997, by and between Lott Mineral Trust,
etal and Statex Petroleum Inc, a Memorandum of which is recorded in Book
235, Page 887, Deed Records, Garza County, Texas
Section Eighteen (18), Block One (1), Jasper Hays Original Grantee
Including the 60 Undeveloped acres
Section Seventeen (17), Block One (1), Jasper Hays Original Grantee
Including the 240 Undeveloped acres
MEXCO MEXCO
WI NRI
42.602649% 31.951987%
That certain Garza County Exploration Agreement dated October 1, 1996 by
and between Shenandoah Petroleum Corporation and Mexco Energy Corporation
et. al. which sets forth a joint exploration agreement in Garza and Borden
County, Texas.
MEXCO MEXCO
WI NRI
42.602649% 31.951987%
All of the above Oil & Gas Leases, Properties and Agreements are assigned
without depth limitations.
End of Exhibit "A".
