SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 1998
GARNET RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-16621 74-2421851
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
RR 2 Box 4400, Nacogdoches, Texas 75961
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (409) 559-9959
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Item 5. Other Matters
The registrant and Aviva Petroleum Inc. ("Aviva") signed an Agreement
and Plan Of Merger dated June 24, 1998 (the "Merger Agreement"). Under the terms
of the Merger Agreement, registrant's stockholders will receive approximately
1.1 million shares of common stock of Aviva. The Merger Agreement also provides
for the refinancing of registrant's outstanding debt guaranteed by the Overseas
Private Investment Corporation, an agency of the United States Government, and
the issuance of approximately 12.9 million shares of Aviva common stock to the
holders of registrant's $15 million dollars of 9 1/2% subordinated debentures in
exchange for those debentures.
Registrant's stockholders will receive one (1) share of Aviva common
stock for each ten (10) shares of registrant's common stock that they hold.
Registrant's stockholders holding less than 1,000 registrant's shares or who
would receive fractional shares of Aviva common stock after the exchange will
receive cash in the amount of $0.02 for each share of registrant's common stock
held. Registrant's stockholders entitled to receive Aviva common stock will be
issued one Aviva depositary share for each five (5) shares of Aviva common stock
that they receive as a result of the merger. The Aviva depositary shares trade
on the American Stock Exchange under the symbol "AVV".
Completion of the merger transaction is planned to take place during
the third quarter of this year and is subject to various contingencies including
the execution of a Definitive Credit Agreement and the approval of the
transactions contemplated by the Merger Agreement by the stockholders of Aviva
and registrant. A Joint Proxy Statement was filed with the Securities and
Exchange Commission on Form S-4 on June 29, 1998 and will be sent to the
stockholders of both companies when it has been declared effective by the
Securities and Exchange Commission.
Aviva is engaged in the exploration for and development and production
of oil and gas in Columbia and offshore in the United States. Aviva's common
stock is also quoted on the London Stock Exchange under the symbol "AVP".
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 thereunto duly authorized.
Garnet Resources Corporation
(Registrant)
June 30, 1998 BY:/s/Douglas W. Fry
President and Director
