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: October 31, 1997
MSR Exploration Ltd.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-8523 75-2695071
(Commission File No.) (I.R.S. Employer
Identification No.)
500 Main Street, Suite 210
Fort Worth, Texas 76102
(Address of Principal Executive Offices)
(817) 877-3151
(Registrant's Telephone Number, including area code)
Item 1. Acquisition or Disposition of Assets.
On October 30, 1997, MSR Exploration Ltd. ("MSR"), then
an Alberta, Canada corporation, held a combined Annual
General and Special Meeting of Shareholders to, among other
things, consider and vote upon a proposal to continue or
domesticate such company from Alberta, Canada to Delaware,
U.S.A. After obtaining shareholder approval at such
meeting, MSR was continued from Canada to Delaware. On
October 30, 1997, by written consent in lieu of a special
meeting, the shareholders of MSR, as a Delaware corporation,
approved the merger of MSR with and into the Registrant
(Pursuant to the Merger Agreement, the Registrant changed
its name from Mercury Montana, Inc. to MSR Exploration
Ltd.). On October 31, 1997, MSR merged with and into the
Registrant pursuant to the terms of the Agreement Plan of
Merger dated March 26, 1997, as amended (the "Merger
Agreement"), among the Registrant, Mercury Exploration
Company and MSR. The Merger was consummated by filing with
the Secretary of State of Delaware on October 31, 1997, a
certificate of merger under the General Corporation Law of
the State of Delaware, which certificate of merger specified
that the effective time of the Merger was 3:01 p.m., Eastern
time on October 31,1997.
Pursuant to the Merger Agreement and as a result of the
Merger: (i) the separate corporate existence of MSR
ceased, and all of the properties, rights, privileges,
powers and franchises of MSR vested in the Registrant, which
is the surviving corporation of the Merger, and all the
debts, liabilities and duties of MSR attached to the
Registrant; (ii) each share of Common Stock of MSR, no par
value per share ("MSR Common Stock"), outstanding
immediately prior to the effective time of the Merger was
converted into the right to receive one share of Common
Stock of the Registrant, par value $0.01 per share ("Company
Common Stock"). The exchange ratio was determined pursuant
to arm's-length negotiations between the Registrant and MSR.
MSR's principal line of business was the exploration,
development, production and sale of crude oil and natural
gas. The assets of MSR consisted of oil and gas property
interests owned and operated principally in Montana and
Texas.
The shares of Company Common Stock being issued to the
former holders of MSR Common Stock in the Merger are listed
for trading on the American Stock Exchange as a substitute
listing for the shares of MSR Common Stock. For additional
information regarding the Merger, see the sections captioned
(i) "The Merger - General Description of the Merger," (ii)
"The Merger - Interests of Certain Persons in the Merger"
and (iii) "Certain Terms of the Merger Agreement - Manner
and Basis of Converting Shares of Company Common Stock and
Warrants," which sections appear on pages 27, 34-35 and 60,
respectively, of the Proxy Statement/Joint Prospectus of MSR
and the Company dated October 1, 1997 (the "Prospectus"),
and which sections are incorporated herein by reference.
Item 5. Other Events.
Pursuant to Rule 12g-3(a) promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), as a
result of the Registrant filing this report, the Company
Common Stock is deemed to be registered as a class of equity
securities pursuant to Section 12(g) of the Exchange Act.
In accordance with Rule 12g-3(c), the Registrant is filing
this report, and will make subsequent filings, using the
Commission File Number of MSR (No. 1-8523).
Pursuant to the Merger Agreement and the certificate of
merger filed with the State of Delaware, on October 31,
1997, the Registrant changed its name from Mercury Montana,
Inc. to MSR Exploration Ltd.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The following statements of revenue and direct
operating expenses of Mercury Montana, Inc. required by
this item of Form 8-K have been previously reported
(within the meaning thereof as defined in Rule 12b-2),
in the Proxy Statement/Joint Prospectus forming a part
of its Registration Statement on Form S-4 (333-29783)
(the "Prospectus"). Accordingly, such statements are
not included herein in reliance on General Instruction
B.3 to Form 8-K and are incorporated herein by
reference:
Audited statement of revenue and direct operating
expense for the years ended December 31, 1996 and
1995.
Unaudited statement of revenue and direct
operating expense for the six months ended June
30, 1997.
Unaudited condensed balance sheet at June 30,1997.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated statements of
operations for the six months ended June 30, 1997 and
the year ended December 31, 1996; and the unaudited pro
forma consolidated balance sheet at June 30, 1997 of
the Registrant's required by this item of Form 8-K
have been previously reported (within the meaning
thereof as defined in Rule 12b-2), by MSR in the
Prospectus. Accordingly, such statements are not
included herein in reliance on General Instruction B.3
to Form 8-K and are incorporated herein by reference.
(c) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated as of March 26,
1997 among MSR Exploration
Ltd., Mercury Montana, Inc. and Mercury
Exploration Company as amended by Amendment No. 1
to Agreement and Plan of Merger dated as of June
17, 1997 and Amendment No. 2 to Agreement and Plan
of Merger dated as of September 11, 1997 (as filed
as Exhibit 2.2 of MSR Exploration Ltd.'s
Registration Statement of Form S-4 (333-29769) and
as filed as Exhibit 2.2 of the Registrant's
Registration Statement on Form S-4 (333-29783) and
incorporated herein by reference).
99.1 Sections captioned (i) "The Merger - General
Description of the Merger," (ii) "The
Merger - Interests of Certain Persons in the
Merger" and (iii) "Certain Terms of the Merger
Agreement - Manner and Basis of Converting Shares
of Company Common Stock and Warrants," which
sections appear on pages 27, 34-35 and 60,
respectively, of the Proxy Statement/Joint
Prospectus of in the Proxy Statement/Joint
Prospectus forming a part of its Registration
Statement on Form S-4 (333-29783) (the
"Prospectus"), and which sections are incorporated
herein by reference.
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: November 12, 1997
MSR Exploration Ltd.
By:
/s/ Otto J. Buis
Otto J. Buis
Chairman of the Board
and Chief Executive Officer
/s/ Howard N. Boals
Howard N. Boals
Vice President - Finance and
Administration,
Chief Accounting Officer
INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated March 26, 1997
among MSR Exploration Ltd.,
Mercury Montana, Inc. and Mercury Exploration
Company as amended by Amendment No. 1 to Agreement
and Plan of Merger dated as of June 17, 1997 and
Amendment No. 2 to Agreement and Plan of Merger
dated as of September 11, 1997 (as filed as
Exhibit 2.2 to MSR Exploration Ltd.'s Registration
Statement on Form S-4 (333-29769) and as filed as
Exhibit 2.2 Mercury Montana, Inc.'s Registration
Statement on Form S-4 (333-29783)and incorporated
herein by reference).
99.1 Sections captioned (i) "The Merger - General
Description of the Merger," (ii) "The
Merger - Interests of Certain Persons in the
Merger" and (iii) "Certain Terms of the Merger
Agreement - Manner and Basis of Converting Shares
of Company Common Stock and Warrants," which
sections appear on pages 27, 34-35 and 60,
respectively, of the Proxy Statement/Joint
Prospectus of in the Proxy Statement/Joint
Prospectus forming a part of its Registration
Statement on Form S-4 (333-29783) (the
"Prospectus"), and which sections are incorporated
herein by reference.
