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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 (Date of earliest event reported): October 6, 2000
BENTON OIL AND GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-10762 77-0196707
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6267 Carpinteria Avenue, Suite 200
Carpinteria, CA 93013
(Address of principal executive offices, with zip code)
Registrant's telephone number, including area code: (805) 566-5600
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ITEM 5. OTHER EVENTS.
On October 6, 2000, Benton Oil and Gas Company (the "Company") issued a
news release with respect to the resignation of two directors, the appointment
of five new directors and debt restructuring, a copy of which is attached hereto
as Appendix A, and incorporated herein by this reference.
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 on this 11th day of October, 2000.
BENTON OIL AND GAS COMPANY
By: /s/ David H. Pratt
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David H. Pratt,
Chief Financial Officer
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APPENDIX A
BENTON OIL AND GAS COMPANY ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS
CARPINTERIA, Calif.--(BUSINESS WIRE)--Oct. 6, 2000--Benton Oil and Gas Company
(NYSE:BNO - news) today announced that it has expanded its board of directors to
eight members from five and has elected five new members, effective immediately.
The new members are:
o Stephen D. Chesebro -- retired President, Chief Executive Officer and
board member of PennzEnergy Company, and former Chairman and Chief
Executive Officer of Tenneco Energy, Inc.
o John U. Clarke -- Managing Director of SCF Partners, a private equity
investment firm, and formerly Executive Vice President and Chief
Financial Officer of Dynegy, Inc.
o Byron Dunn -- Executive Director, UBS Warburg Securities, Inc.
o H. H. (Will) Hardee -- Investment advisor, Dain Rauscher Wessels, Inc.
o Patrick M. Murray -- President of Dresser Equipment Group Inc., a
subsidiary of Halliburton Company.
The new board members join continuing board members Dr. Peter J. Hill, President
and Chief Executive Officer of the Company, Michael B. Wray and Dr. Richard W.
Fetzner. Two current members of the board, Bruce M. McIntyre and Garrett A.
Garrettson, have submitted their resignations, effective immediately. Michael
Wray has been elected as chairman of the board.
Dr. Hill stated, "I am delighted to welcome the new members of the board. Each
has made a very significant contribution to the oil and gas industry and
investment community, and together they bring to the board the range of
experience and know-how vital for the recovery of the Company. I am honored that
they have agreed to join the board and to provide the leadership and guidance we
need. At the same time, I would like to thank the previous board members and
acknowledge their contribution and commitment during a very difficult period for
Benton. They provided the platform on which we now will build. A new strategy,
complete with detailed business plans for each asset, is expected to be
presented to the board in late October. Our aim is to continue restructuring the
Company and unlock the significant value and growth potential that we believe
exists within the asset base today."
At an October 5th meeting, the board also authorized the Company to continue its
program of reducing its outstanding indebtedness by purchasing its senior notes,
either for cash in the open market or in exchange for newly issued shares of
common stock, on terms that are acceptable to the Company. The board
authorization covered additional expenditures of up to $5 million in cash to
repurchase bonds on the open market and the issuance of up to 3.2 million shares
of common stock in exchange for bonds held by qualified investors.
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Benton Oil and Gas Company, headquartered in Carpinteria, California, is an
independent oil and gas exploration and development company with principal
operations in Venezuela and Russia. Additional information about the Company,
including brief biographical information regarding its new directors, can be
found online at www.bentonoil.com.
This press release may contain "Forward-Looking Statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this release
may constitute forward-looking statements. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Actual results may differ materially from the Company's expectations due to
changes in operating performance, project schedules, oil and gas demands and
prices, and other technical and economic factors.
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Contact:
Benton Oil and Gas Company, Carpinteria
David H. Pratt, 805/566-5600
or
Shimmerlik Corporate Communications, Inc.
Warren M. Shimmerlik, 212/247-5200
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