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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported) MAY 14, 1998
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PETROMINERALS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-6336 95-2573652
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(Commission File Number) (I.R.S. Employer Identification No.)
915 WESTMINSTER AVE., ALHAMBRA, CALIFORNIA 91803
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(Address of Principal Executive Offices)
(Zip Code)
(626) 284-8842
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(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On May 14, 1998, Registrant closed the sale of substantially all of its
operating assets to American Energy Operations, Inc., a California corporation
("AEO"), whose offices are located at 550 No. Brand Blvd., Suite 1960,
Glendale, California 91203. The parties had entered into the Purchase and
Sale Agreement on February 4, 1998. The assets sold consisted of all of
Registrant's right, title and interest in its oil and gas wells located in the
Hasley Canyon and Castaic Hills Fields, except for one lease in the Hasley
Canyon Field, and interests in four leases in the Castaic Hills Field. Also
included in the sale of assets was Petrominerals fee interest in approximately
142 acres of real property in the Hasley Canyon Field, together with all
personal property, equipment, pipelines and related assets used in connection
with the leases or located on the Hasley Canyon real property.
The purchase price for the assets was $3,739,000 in cash and a reserved
production payment of $931,000 payable in installments according to the
following formula: in months when the average posted price for crude oil of 12
gravity exceeds $13.50 per barrel, AEO will pay the Registrant 50% of the
difference per barrel between the average posted price and $13.50. The final
purchase price was lower by $718,000 in cash and $219,000 in reserved royalty
payments than the price previously reported in Registrant's Form 8K dated
February 4, 1998, and resulted from renegotiation due to the continuing
decline in oil prices and the retention by Registrant of certain leasehold
interests.
The purchase price is subject to adjustment upward for revenues received by
AEO following the Closing from the sale of oil and liquid hydrocarbons owned
by Registrant as of the Closing Date, and downward for costs and expenses
allocable to Registrant for periods prior to Closing and paid by AEO. It is
not anticipated that such adjustments will have a material impact on
Registrant.
As part of the transaction, the Registrant also entered into an Operating
Agreement with Long Beach Oil Development Company ("LBOD"), a subsidiary of
AEO, whereby LBOD will operate the lease in the Hasley Canyon Field retained
by Registrant.
There is no material relationship between the Registrant and AEO, nor is there
any material relationship between AEO and any affiliate, director or officer
of the Registrant, or any associate of such director or officer of the
Registrant.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
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N/A
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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N/A
ITEM 5. OTHER EVENTS
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N/A
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
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N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements
N/A
(b) Exhibits
(99) Press release dated May 21, 1998.
ITEM 8. CHANGE IN FISCAL YEAR
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N/A
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
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N/A
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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.
PETROMINERALS CORPORATION
Date: May 21, 1998 By:/s/ Paul L. Howard
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Paul L. Howard, President and
Chief Financial Officer
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PETROMINERALS CORPORATION
915 WESTMINSTER AVENUE
ALHAMBRA, CALIFORNIA 91803
818/284-8842
PETROMINERALS CORPORATION
CLOSES SALE OF ASSETS TO AMERICAN ENERGY OPERATIONS
Alhambra, CA, May 21, 1998 -- Petrominerals Corporation (NASDAQ:PTRO)
announced that on May 14th it closed the sale of substantially all of its oil
and gas leases and producing assets, including its Hasley Canyon real estate
holdings, to American Energy Operations, Inc. ("AEO"). The parties had
contracted for the sale of Petrominerals assets on February 4, 1998. The
purchase price of the assets consisted of $3,739,000 in cash and a reserved
production payment of $931,000 payable in installments according to a formula,
at such times as the average posted price of crude oil exceeds $13.50 per
barrel. Petrominerals will retain ownership of the Sterling lease in the
Hasley Canyon field, which will be operated for Petrominerals by a subsidiary
of AEO, as well as interests in four leases located in the Castaic Hills
Field.
The final purchase price was lower than previously reported when the purchase
agreement was signed on February 4, 1998, by $718,000 in cash and $219,000 in
reserved production payments, due to the continuing decline in posted oil
prices and the retention by Petrominerals of the Sterling lease and the
interests in the Castaic Hills leases.
Paul L. Howard, president of Petrominerals, hailed the sale as being in the
best interests of Petrominerals' shareholders. He stated, "The closing of the
sale of Petrominerals' operating assets to AEO completes the first stage of
the company's long announced plan to increase shareholder value.
Petrominerals' next challenge will be to locate a suitable merger candidate in
the energy industry. Petrominerals' management hopes to accomplish this
before the end of 1998."
Petrominerals Corporation engages in the production and marketing of crude oil
and natural gas in California.
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