<PAGE>
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) October 21, 1999
--------------------------------
VINTAGE PETROLEUM, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10578 73-1182669
- ----------------- ---------------- -------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
110 West Seventh Street, Tulsa, Oklahoma 74119
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 592-0101
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
Credit Bancorp Matter. In November 1999, the Securities and Exchange
---------------------
Commission (the "SEC") filed a civil action against Credit Bancorp and
obtained an order temporarily restraining Credit Bancorp from making
fraudulent offers, sales and purchases of securities in connection with
an investment program. This action by the SEC against, and its ongoing
investigation of, Credit Bancorp in no way involves or affects the
operations, financial condition or future prospects of the Registrant.
Any references to shares of the Registrant's common stock in the SEC's
civil complaint involve only the personal holdings of Charles C.
Stephenson, Jr. (the Chairman of the Registrant) through Stephenson
Equity Co., a general partnership controlled by Mr. Stephenson.
Mr. Stephenson has informed the Registrant that Stephenson Equity Co.
deposited earlier in the year 8,000,000 shares of common stock of the
Registrant (or approximately 12.8% of the Registrant's currently issued
and outstanding shares of common stock) into the Credit Bancorp
investment program now being investigated by the SEC. Mr. Stephenson
also indicated that Stephenson Equity Co. retained full ownership of
the shares under the terms of the agreement between Stephenson Equity
Co. and Credit Bancorp and that the agreement placed explicit and
unequivocal limitations on the transferability or use of the shares.
Mr. Stephenson has further advised the Registrant that, although he
believes that none of the 8,000,000 shares have been sold, some of
these shares have in fact been margined by Credit Bancorp without his
consent and in violation of the agreement that Stephenson Equity Co.
entered into with Credit Bancorp. The SEC has received a court order
freezing the assets of Credit Bancorp. Stephenson Equity Co. has also
requested, and has filed a lawsuit against Credit Bancorp requesting,
Credit Bancorp to return the shares to Stephenson Equity Co., as the
rightful owner of the shares. Mr. Stephenson further stated that
certain insurance coverage exists that should be available to cover
losses, if any, resulting from the unauthorized activities of Credit
Bancorp with respect to the shares and that Stephenson Equity Co. has
filed an insurance claim in the event of any such loss.
The Registrant cannot predict the effect, if any, that this civil
action against, and investigation of, Credit Bancorp may ultimately
have on Mr. Stephenson's ownership of shares of the Registrant.
Other Matters. Copies of the Registrant's press releases dated October
-------------
21, 1999, December 1, 1999, December 20, 1999, and January 3, 2000, are
attached as exhibits hereto and incorporated herein by reference.
-2-
<PAGE>
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
99.1 Press release dated October 21, 1999, issued by the
Registrant.
99.2 Press release dated December 1, 1999, issued by the
Registrant.
99.3 Press release dated December 20, 1999, issued by the
Registrant.
99.4 Press release dated January 3, 2000, issued by the
Registrant.
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.
VINTAGE PETROLEUM, INC.
Date: January 3, 2000 By: /s/ Michael F. Meimerstorf
---------------------------------------------
Michael F. Meimerstorf
Vice President and Controller
-3-
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ ----------------------------------------------------------------
99.1 Press release dated October 21, 1999, issued by the Registrant.
99.2 Press release dated December 1, 1999, issued by the Registrant.
99.3 Press release dated December 20, 1999, issued by the Registrant.
99.4 Press release dated January 3, 2000, issued by the Registrant.
<PAGE>
[VINTAGE PETROLEUM, INC. LETTERHEAD APPEARS HERE]
EXHIBIT 99.1
For Immediate Release For Further Information Contact
Thursday, October 21, 1999 Robert E. Phaneuf
Vice President - Corporate Development
(918) 592-0101
VINTAGE PETROLEUM, INC. ANNOUNCES RETIREMENT
OF VICE CHAIRMAN AND ELECTS NEW DIRECTOR
Tulsa, Oklahoma - Vintage Petroleum, Inc. today announced that Jo Bob Hille
has chosen to retire from the company's board of directors and his position as
vice chairman of the company. Mr. Hille, 58, was a co-founder of the company in
1983 and has held various management positions with the company and its
subsidiaries. Upon his retirement, Mr. Hille was named a Director Emeritus of
the company and will remain available to provide advice and assistance on an as
needed basis.
Charles C. Stephenson, Jr., chairman and co-founder of the company, said "I
respect Jo Bob's decision to retire from the company at this time. In addition
to helping me start the company, he has made many valuable contributions to
Vintage during his 16 years of service. Jo Bob will be missed by all of us at
Vintage and we wish him well in the years ahead."
The board of directors of the company has elected William L. Abernathy as
director of the company to fill the vacancy in Class II of the board of
directors created by Mr. Hille's retirement. Mr. Abernathy, 48, joined Vintage
in June 1987 and has served as executive vice president and chief operating
officer of the Company since December 1997. Mr. Abernathy has over 23 years of
both major and independent oil and gas company experience serving in various
drilling, production and reservoir engineering capacities. Mr. Abernathy is to
serve as director until his term expires at the 2001 annual meeting of
stockholders.
Vintage Petroleum is an independent energy company engaged in the
acquisition, exploitation, exploration and development of oil and gas properties
and the marketing of natural gas and crude oil. Company headquarters are in
Tulsa, Oklahoma and its common shares are traded on the New York Stock Exchange
under the symbol VPI.
<PAGE>
[VINTAGE PETROLEUM, INC. LETTERHEAD APPEARS HERE]
EXHIBIT 99.2
For Immediate Release For Further Information Contact:
Wednesday, December 1, 1999 Robert E. Phaneuf
Vice President - Corporate Development
(918) 592-0101
VINTAGE PETROLEUM ANNOUNCES EXPLORATION SUCCESS
IN CEDAR POINT PROSPECT, TEXAS
Tulsa, Oklahoma - Vintage Petroleum, Inc. today announced that it has
drilled a successful discovery well in the Cedar Point area, onshore and
adjacent to the company's successful exploration venue of the shallow waters of
Galveston Bay, Texas. The USX Hematite Unit #1 discovery well was drilled to a
depth of 11,000 feet and produces from the Vicksburg formation. The well is
producing at a gross daily rate of 700 barrels of oil (250 barrels net to
Vintage) and 11.5 million cubic feet (MMcf) of gas (4.0 MMcf net). This well is
the tenth successful well that the company has drilled in the Galveston Bay area
out of a total of twelve wells drilled. Vintage is the operator and has a 48
percent working interest in the well.
Additional Gulf Coast Activity Planned
A second exploratory well in the Cedar Point area, the USX Limonite Unit
#1, is planned as a 10,900-foot Lower Vicksburg test to be spud in December of
this year. Vintage will have a 47 percent working interest in this well. Based
on the performance of these wells, additional prospects and offset locations
have been identified which may be drilled in 2000. Further, in an effort to
extend its successful exploration program in the Galveston Bay area, the Company
is in the process of acquiring an additional 22 square miles of 3-D seismic in
the Trinity Bay area of Galveston Bay.
-More-
<PAGE>
Forward-Looking Statements
This release includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements in this release, other than
statements of historical facts that address future production, exploration
drilling, exploitation activities and events or developments that the company
expects are forward-looking statements. Although Vintage believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from those
in the forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include oil and gas
prices, exploitation and exploration successes, continued availability of
capital and financing, and general economic, market or business conditions.
Vintage Petroleum, Inc. is an independent energy company engaged in the
acquisition, exploitation, exploration and development of oil and gas properties
and the marketing of natural gas and crude oil. Company headquarters are in
Tulsa, Oklahoma, and its common shares are traded on the New York Stock Exchange
under the symbol VPI.
<PAGE>
EXHIBIT 99.3
For Immediate Release For Further Information Contact:
Monday, December 20, 1999 Robert E. Phaneuf
Vice President - Corporate Development
(918) 592-0101
VINTAGE PETROLEUM ANNOUNCES ACQUISITION OF ADDITIONAL
PROPERTY INTERESTS IN ECUADOR
Tulsa, Oklahoma - Vintage Petroleum, Inc. today announced that it has
closed a transaction with Petrobras Internacional S.A.-Braspetro to purchase an
additional working interest in Block 14, Block 17 and the Shiripuno exploration
area in Ecuador for $18 million in cash, subject to customary post-closing
accounting adjustments. Through this purchase, Vintage acquired an additional 35
percent working interest in Block 14 raising its interest to 75 percent; an
additional 40 percent interest in Block 17 increasing Vintage's interest in the
block to 70 percent; and an additional 47 percent interest in Shiripuno, raising
its interest to 100 percent. As a result, the company's production in Ecuador is
expected to increase 87 percent from 1,925 barrels of oil per day to 3,600
barrels of oil per day. This acquisition is in keeping with the company's
expectation that, over the intermediate term, a major expansion will occur in
the TransEcuadorian pipeline system allowing Vintage to potentially increase
exploitation and exploration activities significantly.
In addition to the acquisition, Vintage recently increased its working
interest
- More -
from 30 percent to 100 percent in Block 19 and plans an exploratory well on the
<PAGE>
company's Cotapino prospect during the second half of 2000. This well will test
the Hollin formation in a structural closure identified by the company's
re-evaluation of the 2-D seismic previously acquired to facilitate exploration
on this block.
Forward-Looking Statements
This release includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements in this release, other than
statements of historical facts, that address future production and costs, NYMEX
reference prices, company realized prices, exploration and exploitation
activities and events or developments that the company expects are
forward-looking statements. Although Vintage believes the expectations expressed
in such forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results or
developments may differ materially from those in the forward-looking statements.
Factors that could cause actual results to differ materially from those in
forward-looking statements include oil and gas prices, exploitation and
exploration successes, continued availability of capital and financing, and
general economic, market or business conditions.
Vintage Petroleum, Inc. is an independent energy company engaged in the
acquisition, exploitation, exploration and development of oil and gas
properties and the marketing of natural gas and crude oil. The company is
headquartered in Tulsa, Oklahoma, and its common shares are traded on the New
York Stock Exchange under the symbol VPI.
<PAGE>
Exhibit 99.4
For Immediate Release For Further Information Contact:
Monday, January 3, 2000 Robert E. Phaneuf
Vice President - Corporate Development
(918) 592 - 0101
VINTAGE PETROLEUM ANNOUNCES THE PURCHASE
OF PROPERTIES IN CALIFORNIA AND THE
SALE OF CERTAIN OTHER ASSETS
Tulsa, Oklahoma - Vintage Petroleum, Inc. today announced that it has
purchased from Nuevo Energy Company and its affiliate certain oil and gas
producing properties and facilities located in the Ventura basin of Southern
California for $29.6 million in cash, at closing, subject to customary post-
closing adjustments.
This acquisition increases the company's significant producing presence in
the Ventura basin and is expected to contribute to meaningful efficiencies and
cost savings. The properties acquired consist of thirteen mature onshore fields
in which the company has an average working interest of 94 percent. Vintage
will operate 90 percent of the wells, which have total current net daily
production averaging approximately 2,190 barrels of mid-gravity crude oil and
natural gas liquids and 3,000 Mcf of gas. The crude oil and liquids currently
sell at a blended average discount of $4.30 per barrel to the NYMEX reference
price of oil. Natural gas realizations per Mcf at the wellhead are currently at
a 10 percent premium to the NYMEX reference price for gas as a result of the
high BTU content of the gas.
- More -
"We think this is a good example of capitalizing on rationalization
occurring in a Vintage core area. Since these properties are nearby and
adjacent to our existing properties, we expect to achieve operating cost
efficiencies with minimal requirements
<PAGE>
for additional overhead or infrastructure costs," said S. Craig George, CEO. In
addition to the West Coast, other core areas are East Texas, Gulf Coast and Mid-
Continent areas of the U.S. and internationally, Argentina and Bolivia.
Vintage Sells Certain Gas Properties
Vintage also announced that it has sold its interest in a group of
properties located in northern California's Sacramento basin to Calpine
Corporation for $70.0 million, subject to consents and customary post-closing
adjustments. In a separate transaction with an undisclosed buyer, the company
sold certain royalty interests in Los Angeles county, California for $8.2
million. Combined, Vintage estimates the properties sold account for proved
reserves of approximately 32.5 billion cubic feet of gas and 680 thousand
barrels of oil. Net daily production from the properties sold totals
approximately 250 barrels of oil and 14.3 million cubic feet (MMcf) of gas. The
sales are expected to result in after tax gains totaling approximately $28
million, or $0.43 a share.
A portion of the proceeds from these property sales were used to purchase
the properties from Nuevo. Sales proceeds in excess of the Nuevo acquisition
costs will be used to reduce Vintage's net debt position if additional
acquisitions are not consummated in the near future. "The application of funds
is consistent with Vintage's goal to reduce leverage ratios," said S. Craig
George, CEO. The company's net debt-to-book capitalization ratio at September
30, 1999, pro forma for the closing of these transactions,
- More -
would be approximately 60 percent compared to about 64 percent as reported at
the end of the third quarter. As a result of these transactions, the company's
borrowing base under its credit facility has been revised to $545 million,
providing the company over $290 million of unused availability.
Vintage has realized $88.0 million from divestitures since beginning its
divestiture program in the second quarter of 1999. In addition to these
transactions, Vintage plans to continue to identify and sell approximately $30
to $55 million of non-
<PAGE>
strategic property interests by year-end 2000 to aid in achieving its goal of
lowering its debt-to-book capitalization ratio to the low-to-mid 50's percent
range.
Growth Targets for 2000 Revised Slightly
Due to the impact of this acquisition, the previously announced acquisition
of additional interests in Ecuador, divestiture transactions, other results to
date and the company's current outlook, the company's targets for the year 2000
including its capital spending plans have been revised slightly as shown in the
accompanying table. Targeted production was increased by approximately five
percent from the previous goal while only slightly changing average company-wide
price differentials for oil and gas realizations relative to the respective
NYMEX reference prices. Per BOE rates for DD&A, lease operating costs and
general and administrative costs are targeted to be flat to slightly lower than
prior expectations as a result of the increase in anticipated BOE of production.
With the increased production target for 2000, the company has also increased
its target for cash flow by eight percent to $200 million, or $3.10 per share,
assuming 64.5 million shares outstanding and average NYMEX reference prices for
oil and gas of $20.00 per barrel and $2.50 per MMBtu, respectively.
- More -
Forward-Looking Statements
This release includes certain statements that may be deemed to be "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements in this release, other than statements of
historical facts, that address future production and costs, reserve potential,
exploitation activities, capital budget, NYMEX reference prices, company
realized prices, financial targets, expected gains on property sales, and sales
of properties and other future events or developments that the company expects
are forward-looking statements. Although Vintage believes the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual
results
<PAGE>
or developments may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ materially from
those in forward-looking statements include the failure to obtain necessary
consents associated with the property sales, oil and gas prices, exploitation
and exploration successes, continued availability of capital and financing, and
general economic, market or business conditions.
Vintage Petroleum, Inc. is an independent energy company engaged in the
acquisition, exploitation, exploration and development of oil and gas properties
and the marketing of natural gas and crude oil. The company is headquartered in
Tulsa, Oklahoma, and its common shares are traded on the New York Stock Exchange
under the symbol VPI.
-Table Follows-
<PAGE>
VINTAGE PETROLEUM, INC.
TARGETS FOR 2000
----------------
<TABLE>
<S> <C>
2000
Target
Oil production (MMBbls):
U.S. 9.0
Argentina 10.2
Other 1.8
Total 21.0
Gas production (Bcf):
U.S. 39.4
Argentina 7.9
Bolivia 9.4
Total 56.7
Total MMBOE 30.4
Net realized price as a percent
of NYMEX - Total Company:
Oil 83%
Gas 79%
DD&A per BOE $3.40
LOE per BOE $4.60
G&A per BOE $1.20
Cash flow (before working capital changes) $200 million
Capital Spending Budget $135 million
</TABLE>
NYMEX :
Oil - Average of the daily settlement price for the near-month contract for
light crude oil as quoted on the New York Mercantile Exchange.
Gas - Average of the settlement price per MMBtu for the last 3 trading days
for the applicable contract month for natural gas as quoted on the New York
Mercantile Exchange.
Targets are based on an assumed average Year 2000 NYMEX oil and gas price of
$20.00 per barrel and $2.50 per MMBtu, respectively.
See "Growth Targets for 2000 Revised Slightly" and "Forward-Looking Statements"
elsewhere in this release.
