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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: November 15, 1995
Commission File Number 1-8241
_________
PRESIDIO OIL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 95-3049484
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
5613 DTC PARKWAY, SUITE 750
ENGLEWOOD, COLORADO 80111-3065
(Address of principal executive offices)
(Zip Code)
(303) 773-0100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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Item 5. Other Events
Incorporated herein by reference to the Company's press release
dated November 15, 1995, contained in Exhibit 20.1 to this form
and the Company's press release dated November 17, 1995,
contained in Exhibit 20.2 to this form.
Item 7. Financial Statements and Exhibits
(c) Exhibits
20.1 The Company's press release dated November 15, 1995,
announcing that the Company will pursue negotiations
with Tom Brown Inc. for a potential sale of
substantially all of the Company's assets.
20.2 The Company's press release dated November 17, 1995,
announcing that the Company had initiated discussions
with Tom Brown Inc. for a potential sale of
substantially all of the Company's assets and that due
to the uncertainty concerning the amount of proceeds,
if any, that would be available for distribution to
holders of the Company's common stock, the American
Stock Exchange has halted trading of the Company's
Class A and B common stock indefinitely, on such
Exchange.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PRESIDIO OIL COMPANY
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Registrant
DATE: November 20, 1995 /s/ Charles E. Brammeier
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Charles E. Brammeier
Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
20.1 Press release of the Company dated November 15, 1995.
20.2 Press release of the Company dated November 17, 1995.
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EXHIBIT 20.1
PRESIDIO TO PURSUE NEGOTIATION
FOR SALE OF ASSETS
Denver, Colorado, November 15, 1995....PRESIDIO OIL COMPANY
(ASE:PRS/A) announced today that it will pursue negotiations with
Tom Brown, Inc. for a potential sale of substantially all of
Presidio's assets as a part of a reorganization, with the
proceeds expected to be available for distribution to the holders
of its bank debt, publicly-traded debt, and equity securities.
Tom Brown's bid consists of cash and common stock with a stated
value of $180 million, subject to adjustment, with the cash
amount being equal to the amount required to pay fully the
claimed amount of principal and any interest due on Presidio's
bank debt and senior secured notes. Tom Brown was selected by
Presidio from the various bidders who submitted bids to acquire
the assets of the Company in accordance with bidding procedures
previously implemented by it.
It is anticipated that Presidio and Tom Brown will promptly
commence negotiations with the goal of entering into a definitive
acquisition agreement prior to January 15, 1996. No assurance,
however, can be given as to whether such negotiations will result
in the execution of a definitive agreement; and further, no
assurance can be given, in the event that such a sale and
reorganization is accomplished, as to the relative values that
the holders of the Company's existing indebtedness may realize,
or as to the value, if any, that the holders of the Company's
equity securities may realize.
Presidio Oil Company is an independent oil and gas company
engaged in onshore oil and gas exploration, development and
production in the continental United States. The Company's
common shares are traded on the American Stock Exchange.
Tom Brown, Inc. is an independent oil and gas company whose
common shares are traded on the NASDAQ National Market.
For further information contact Investor Relations at (212)
593-2244.
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EXHIBIT 20.2
PRESIDIO TRADING HALTED, AS NEGOTIATIONS START
FOR SALE OF ASSETS
Denver, Colorado, November 17, 1995....PRESIDIO OIL COMPANY
(ASE:PRS/A) announced today that it had initiated discussions
with Tom Brown, Inc. in respect of a potential sale of
substantially all of Presidio's assets as part of a
reorganization, with the proceeds thereof expected to be
available for distribution to the holders of Presidio's bank
debt, publicly-traded debt, and common stock. Tom Brown's bid
for the Company's assets, which was previously announced on
November 15, 1995, has a total stated value of $180 million,
subject to adjustment, with the cash portion of the bid amount
being equal to the amount required to pay fully the claimed
amount of principal and any interest due on Presidio's bank debt
and its senior secured notes, and with the remainder of the bid
amount consisting of Tom Brown common stock.
However, pending the completion of a definitive agreement
with Tom Brown, the amount of cash and Tom Brown common stock to
be distributed to the holders of each class of Presidio's debt,
as well as to the holders of Presidio's common stock, cannot be
established. Moreover, given the uncertainty concerning the
amount of proceeds, if any, that would be available for
distribution to holders of Presidio's common stock, and after
discussions with the American Stock Exchange, trading of
Presidio's Class A and B common stock on such Exchange has been
halted indefinitely. The Amex has informed Presidio that trading
in its 9% convertible subordinated debentures will be unaffected
at the present time. In addition, it is anticipated that trading
in the Company's common stock will commence in the future in the
over-the-counter market.
Presidio Oil Company is an independent oil and gas company
engaged in onshore oil and gas exploration, development and
production in the continental United States.
For further information contact Investor Relations at (212)
593-2244.
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