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 (Date of earliest
event reported):
November 2, 2000 (October 24, 2000)
Empire Energy Corporation
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(Exact Name of Registrant as specified in its charter)
Utah 1-10077 87-0401761
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(State or other jurisdiction) (Commission file (IRS Employer ID No.)
number)
11011 King Street, Suite 260, Overland Park, Kansas 66210
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(Address of principal executive offices) (zip code)
(913) 469-5615
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
(a) The company has reached agreement in principle to acquire Commonwealth
Energy Corporation in a stock exchange transaction involving approximately 5-6
million Empire shares. The companies are proceeding to complete definitive
agreements and obtain necessary shareholder and regulatory approvals.
Item 5. Other Events and Regulation FD Disclosure
Press Release issued Tuesday October 24, 2000
Empire Energy to Acquire Commonwealth Energy - Adding Significant Oil and Gas
Reserves
Overland Park, Kansas - EMPIRE ENERGY CORPORATION (EECI: OB): Norman L.
Peterson, President of Empire Energy and Lorne Torhjelm, President of
Commonwealth Energy Corp. (CWY: CDNX) are pleased to announce that Empire and
Commonwealth have reached an agreement in principle whereby Empire will acquire
Commonwealth in a US$11 million transaction through the issuance of
approximately 5-6 million Empire shares. Terms of the proposed transaction call
for Empire to exchange 1 share for each 6 Commonwealth shares. The acquisition
is subject to execution of definitive agreements as well as Commonwealth
shareholders and judicial approvals and certain other business conditions set
forth in the letter of intent. Closing is expected to occur early in the New
Year.
Lorne Torhjelm stated "We are pleased to recommend this merger to Commonwealth
shareholders and are confident they will support the transaction. Commonwealth
brings significant assets to the combined Company and we are pleased to be able
to work with the Empire team and their excellent prospects and increasing cash
flow."
According to Norman L. Peterson, President and CEO of Empire, "Individually,
Empire and Commonwealth were well on their way to building good energy
companies. Together, we can combine our resources, talents and assets and build
a very strong company in one of the most dynamic markets today. Additionally,
this is beneficial to the stockholders of both companies since the combined
company will have multiple opportunities to effectively increase revenues via
increased production, consider possible additional acquisitions, strengthen the
company as it proceeds aggressively in its Nicaraguan venture, and allow us to
apply for listing on either the NASDAQ Small Cap or American Stock Exchange."
For additional information, visit Empire's website at www.empireenergy.com or
contact Norman L. Peterson or Bryan S. Ferguson at (913) 469-5615.
Certain statements above constitute forward-looking statements with respect to
Empire Energy Corporation. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors that may cause the actual
results, performance, or achievements of Empire Energy Corporation to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has caused this report to be signed on its behalf by the
undersigned duly authorized officer.
Empire Energy Corporation
(Registrant)
Dated: November 2, 2000 By: /s/ Norman L. Peterson
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Norman L. Peterson President
