<PAGE>
===============================================================================
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 June 19, 1995
(Date of earliest event reported)
CRYSTAL OIL COMPANY
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-8715
LOUISIANA 72-0163810
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
229 Milam Street, Shreveport, Louisiana 71101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (318) 222-7791
===============================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 19, 1995, Crystal Oil Company (the "Company")
completed the acquisition (the "Acquisition") of all of the
capital stock of First Reserve Gas Company ("FRGC"), a natural
gas storage company located in Hattiesburg, Mississippi, for a
cash consideration of approximately $78 million, pursuant to a
Stock Purchase Agreement dated May 2, 1995 (the "Agreement"),
between the Company and FRGC. The Acquisition was funded through
existing cash and a $60 million loan from Texas Commerce Bank
National Association that is expected to be refinanced on a
non-recourse basis by the end of the third quarter of 1995. The
Company has acquired various assets in the Acquisition, including
a natural gas storage facility with 5.5 billion cubic feet of
storage capacity and interconnections into various major pipeline
systems. The Company intends to continue such use for the assets
acquired. The press release issued by the Company at the time of
the closing of the Acquisition is attached as an exhibit to this
Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements required are not currently
available to the Company and will be filed by the Company by an
amendment to this report as soon as practical.
(b) PRO FORMA FINANCIAL INFORMATION.
The acquisition of FRGC by the Company will be
accounted for as a purchase and will require an allocation of the
purchase price among the acquired assets. As of the date of this
report, such allocation has not been completed and it would be
impracticable for the Company to provide the pro forma financial
information that is required pursuant to Article 11 of Regulation
S-X with respect to the acquisition at this time. Such pro forma
financial information will be filed by the Company by an
amendment to this report as soon as practical.
(c) EXHIBITS.
2 Stock Purchase Agreement dated May 2, 1995,
between Crystal Oil Company and First Reserve Secured
Energy Assets Fund, Limited Partnership and First
Reserve Fund V, Limited Partnership (Reference is made
to Exhibit 10.7 of the Quarterly Report on Form 10-Q
filed by the Company for the period ended March 31,
1995).
99.1 Press Release of the Company dated June 19, 1995.
-2-
<PAGE>
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.
CRYSTAL OIL COMPANY
Dated: June 27, 1995 /s/ J.A. BALLEW
-------------------------
J. A. Ballew
Senior Vice President,
Treasurer and Secretary
-3-
<PAGE>
CRYSTAL OIL COMPANY
EXHIBIT INDEX
2 Stock Purchase Agreement dated May 2, 1995,
between Crystal Oil Company and First Reserve Secured
Energy Assets Fund, Limited Partnership and First
Reserve Fund V, Limited Partnership (Reference is made
to Exhibit 10.7 of the Quarterly Report on Form 10-Q
filed by the Company for the period ended March 31,
1995).
*99.1 Press Release of the Company dated June 19,
1995.
__________
*Filed herewith.
<PAGE>
EXHIBIT 99.1
PRESS RELEASE
CRYSTAL OIL COMPANY ANNOUNCES
ACQUISITION OF FIRST RESERVE GAS COMPANY
Shreveport, Louisiana--June 19, 1995: Crystal Oil Company (AMEX:COR) today
announced the closing of its acquisition of First Reserve Gas Company
("FRGC"), a gas storage company located in Hattiesburg, Mississippi, for a
cash purchase price of approximately $78 million. The acquisition was funded
through existing cash and a $60 million loan from Texas Commerce Bank. The
loan is expected to be refinanced on a non-recourse basis by the end of the
third quarter of 1995.
Joe Averett, President of Crystal, stated that he was pleased with the
acquisition and the opportunity that it provides Crystal for future growth.
Mr. Averett added that Crystal was currently reviewing various options for
additional revenue from the facility as well as other opportunities in the
area of natural gas storage, transportation and marketing. He further noted
that Crystal continues to have more than $65 million in cash available to
pursue new opportunities both in this industry and other industries. The
acquisition by Crystal of FRGC represents the first acquisition by Crystal
following the disposition of its domestic oil and gas properties to Apache
Corporation in December 1994.
FRGC is a gas storage company located in Hattiesburg, Mississippi with
5.5 billion cubic feet of storage capacity and interconnections into various
major pipeline systems, including the Transco, Tennessee and Koch pipelines.
FRGC's revenues and operating income for 1994 were $11.8 million and $6.7
million, respectively.
For further information contact Jeff Ballew, Corporate Secretary of
Crystal, at (318) 222-7791.
-5-
