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 6, 1996
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UNITED STATES EXPLORATION, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-18981 84-1120323
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(State of other juris- (Commission (I.R.S. Employer
diction of incorpora- File Number) Identification No.)
tion)
1901 New Street
Independence, Kansas 67301
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (316) 331-8102
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Former name or former address if changed since last report:
N/A
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Effective November 6, 1996, United States Exploration, Inc.
(the "Company") completed a private placement, the results of which may
result in a change in control. The Company sold an aggregate of
4,000,000 shares of 1996 Series "C" Preferred Stock (the "Preferred
Stock") to a limited number of qualified investors pursuant to
exemptions from the registration requirements imposed by the Securities
Act of 1933, as amended, and applicable state securities laws. The
Preferred Stock is convertible into shares of the Company's Common
Stock at the rate of two for one. While none of the Preferred Stock has
been converted as of the date of this Report, exercise of the
conversion privilege in the future could result in a change of control
of the Company.
See ITEM 2 for a complete description of the terms and
conditions of the private placement and acquisition of Preferred Stock
by certain Company shareholders.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective November 6, 1996, the Company closed that portion of
the private placement of Preferred Stock which remained unsold from the
offering which commenced September 17, 1996. The Company originally
disclosed completion of the minimum portion of the private placement in
a Report dated September 30, 1996. The Company has now placed all
4,000,000 shares of the Preferred Stock for aggregate proceeds of
$24,000,000. The offering was completed directly by the Company to a
limited number of accredited investors.
Proceeds from the offering were utilized by the Company to
reduce outstanding debt and provide working capital. The Company repaid
approximately $6,000,000 in term debt originally acquired to finance
the acquisition of Pacific-Osage, Inc. and Performance Petroleum
Corporation. The balance of the proceeds are anticipated to be utilized
for acquisition and development of additional oil and gas properties
and development of existing Company assets.
A substantial portion of the Preferred Stock was sold to
previous holders of the Company's Common Stock. The following table
depicts ownership of the Company's Common Stock by certain purchasers
in the private placement, before and after the offering. The column
entitled "Percentage of Common Stock After the Offering" assumes
conversion of the Preferred Stock acquired by that individual and by no
other purchasers. The information disclosed in the table is based on
information contained in reports filed with the Securities and Exchange
Commission by such individuals and delivered to the Company.
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Percentage of Percentage of
Common Stock Common Stock
Name of Individual Before Offering(1) After Offering (2)(3)
Dale Jensen 18.02% 35.11%
Donald F. Dillon 2.85% 13.30%
Jerome M. and Betty A. Fenna,
JT WRS 1.26% 5.47%
Thomas Stansfield 4.97% 16.03%
Demetrie D. Carone 21.91% 23.38%
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
No report required.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
No report required.
ITEM 5. OTHER EVENTS.
No report required.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
No report required.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
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No report required.
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1 As of the date of this Report, the Company had outstanding 7,595,171 shares
of Common Stock.
2 The Preferred Stock is convertible into Common Stock at the rate of two (2)
shares of Common Stock for each share of Preferred Stock, unless
subsequently adjusted in accordance with the Articles of Amendment to the
Articles of Incorporation of the Company as filed with the Colorado
Secretary of State, dated September 24, 1996.
3 Assumes no other changes subsequent to the date of this Report.
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(b) Proforma Financial Information.
No report required.
(c) Exhibits.
Articles of Amendment to the Articles of Incorporation of the
Company, as filed with the Colorado Secretary of State on September
24, 1996, filed as an exhibit to the Company's Current Report on Form
8-K dated September 30, 1996.
ITEM 8. CHANGE IN FISCAL YEAR.
No report required.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
UNITED STATES EXPLORATION, INC.
Date: November 20, 1996 By: /s/ Demetrie D. Carone
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Demetrie D. Carone, President and
Chief Executive Officer
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