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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 earliest event reported: July 13, 1994
AMERICAN OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-8717 75-1967662
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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333 Clay Street, Suite 2000, Houston, Texas 77002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (713) 739-6600
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant
On July 13, 1994, pursuant to the Agreement and Plan of Merger dated
as of March 24, 1994 (the "Merger Agreement"), by and among the Registrant, KNE
Acquisition Corporation, a Delaware corporation ("KNE Acquisition") and K N
Energy, Inc., a Kansas corporation ("K N"), KNE Acquisition was merged with
and into Registrant. KNE Acquisition had been formed by K N in February 1994,
as its wholly owned subsidiary, for the purpose of participating in the merger.
As a result of the merger, the Registrant became a wholly owned subsidiary of K
N and each share of common stock, $0.04 par value, of the Registrant (the "AOG
Common Stock") outstanding immediately before the merger was converted into
0.47 of a share of common stock, $5.00 par value, of K N ("K N Common Stock")
and the right to receive in cash the value of any fractional share of K N
Common Stock. The stockholders of the Registrant and the shareholders of K N
approved the merger on July 13, 1994. The determination of the exchange ratio
of AOG Common Stock for K N Common Stock was the result of negotiations between
the managements of the Registrant and K N and the approval thereof by their
respective boards of directors.
In connection with the merger, and on the effective date thereof, four
persons designated by the Registrant, Messrs. David M. Carmichael, Edward H.
Austin, Jr., Edward Randall, III and James C. Taylor were elected to the Board
of Directors of K N. All of such persons, other than Mr. Taylor, were
previously directors of the Registrant. In addition, Mr. Carmichael was
elected Vice Chairman of the Board of K N and Chairman of the Management
Committee thereof. For additional information respecting the management of K N
and the Registrant after the merger and the interests of certain persons in the
merger, see "Management and Operations After the Merger" and "The Merger
Interests of Certain Person in the Merger" in the Joint Proxy
Statement/Prospectus of K N and the Registrant dated June 10, 1994, which is
incorporated by reference herein.
Registrant operates principally in Texas in the mid-stream segment of
the natural gas industry, providing gathering, processing, transportation,
storage and marketing services between the wellhead and the end user. It is
expected that Registrant will continue such business as a wholly owned
subsidiary of K N.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of March 24,
1994 among the Registrant, KNE Acquisition and K N has been previously filed by
the Registrant as Exhibit 2.1 to the Registrant's Current Report on Form 8-K
dated March 30, 1994, and is hereby incorporated by reference herein.
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28.1 Press release dated July 13, 1994 announcing
completion of the merger.
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.
AMERICAN OIL AND GAS CORPORATION
(Registrant)
July 28, 1994 By: /s/ William S. Garner, Jr.
William S. Garner, Jr.
Sr. Vice President, General
Counsel and Secretary
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EXHIBIT 28.1
K N ENERGY, AMERICAN OIL AND GAS COMPLETE MERGER
Lakewood, CO -- K N Energy, Inc. (NYSE-KNE) and American Oil and Gas
Corporation (NYSE-AOG) announced today completion of their merger.
Shareholders of both companies approved merger-related proposals at meetings
held today.
The merger was structured as a tax-free pooling of interests. Pursuant to the
merger, all outstanding AOG shares were converted into approximately 12.2
million shares of K N Energy common stock, representing approximately 44
percent of the outstanding common stock of K N Energy. K N Energy will have
approximately 27.6 million shares outstanding after completion of the exchange.
For the year ended December 31, 1993, on a combined basis, the companies had
$1.0 billion in revenues, $125 million in pre-tax cash flows and approximately
$31 million in net income.
K N Energy is a natural gas services company. These services include gas
reserves development, gas gathering, processing, marketing, storage,
transportation and retail gas distribution services. AOG is principally a
Texas intrastate gas pipeline company and provides natural gas gathering,
processing, storage, transportation and marketing services for producers and
end-users from an operating base located primarily in West Texas and the Texas
Panhandle.
Larry D. Hall, president and chief executive officer of K N Energy, said, "This
merger combines two complementary companies that are competitively positioned
to meet the needs of customers in the evolving natural gas industry. The two
companies bring together a strong, capable team that we are confident can take
advantage of growth opportunities."
OFFICER AND DIRECTOR CHANGES
Effective upon closing of the transaction, Charles W. Battey, previously K N
Energy chairman and chief executive officer, became chairman of the board;
Larry D. Hall, previously K N Energy's president and chief operating officer,
was elected president and chief executive officer; and David M. Carmichael,
previously AOG chairman and chief executive officer, was elected vice chairman
of K N Energy.
Upon closing of the transaction, K N Energy's Board of Directors was increased
from 10 to 14 directors. The new directors are Edward H. Austin Jr., principal
of Austin, Calvert & Flavin, Inc. a San Antonio, Texas, investment counseling
firm; David M. Carmichael, newly elected vice chairman of K N Energy and
previously, chairman and chief executive officer of AOG; Edward
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Randall, III, private investor; and James C. Taylor, owner and operator, Wytana
Livestock Company, Bozeman, Montana.
In addition, Cabot Corporation, K N Energy's largest shareholder after the
merger with approximately 16 percent of the outstanding common stock, will be
represented at Board of Directors' meetings by a non-voting advisory director,
John G. L. Cabot, Cabot Corporation's vice chairman and chief financial
officer.
END
Release Date: IMMEDIATE RELEASE, WEDNESDAY, JULY 13, 1994
Contact: DICK BUXTON (303) 763-3472 (KNE)
DAVE LOISEAU (303) 763-3494 (KNE)
TOM FANNING (713) 739-2960 (AOG)
