MAGNUM PETROLEUM INC /NV/
8-K, 1996-05-28
CRUDE PETROLEUM & NATURAL GAS
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                       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


                                  May 21, 1996
                Date of Report (Date of earliest event reported)


                             MAGNUM PETROLEUM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

            1-12508                                       87-0462881
    ------------------------                  ---------------------------------
    (Commission File Number)                  (IRS Employer Identification No.)


         600 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039
         ------------------------------------------------------------------
               (Address of principal executive offices)          (Zip Code)


                                 (214) 401-0752
               Registrant's telephone number, including area code


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>

Item 5.  Other Matters.

On May 21, 1996,  the  Registrant  announced  that a newly  formed  wholly-owned
subsidiary,  ConMag  Energy  Corporation  ("ConMag"),  has executed a definitive
Purchase and Sale Agreement with Meridian Oil Inc. ("Meridian"),  a wholly-owned
subsidiary  of  Burlington  Resources  Inc.  (NYSE - "BR"),  to  acquire  all of
Meridian's  interest in certain gas wells and a gas gathering  system located in
the Panhandle of Texas and Western  Oklahoma,  more commonly  referred to as the
"Panoma Properties".

The purchase price for the  approximately  500 wells and approximately 427 miles
of gas gathering pipeline system is $36,750,000, with an April 1, 1996 effective
date.  The current  daily  production  volumes from the Meridian  owned wells is
approximately 14 million cubic feet per day with total delivery, including third
party gas purchased by the gathering system, of almost 19 million cubic feet per
day. The existing wells and gas gathering  system are in three fields,  the West
Panhandle  Field,  the East  Panhandle  Field,  and the South Erick  Field,  all
located in Gray, Wheeler,  Collingsworth and Donley Counties,  Texas and Beckham
and Greer Counties, Oklahoma.

The Registrant has made a performance  deposit of $2,250,000 with Meridian until
financial closing of the transaction is completed,  presently  anticipated on or
before June 28,  1996.  The sale by  Meridian is subject to the  approval of the
Board  of  Directors  of  its  parent   company,   Burlington   Resources   Inc.
Additionally,  the Registrant will be conducting a complete due diligence review
which will include accounting, title, and environmental inspections. At closing,
the Registrant's  wholly-owned  subsidiary,  Gruy Petroleum Management Co., will
become the  operator  of all  wells,  the gas  gathering  pipeline  system,  and
associated assets.

The Registrant's  Press Release,  dated May 21, 1996, is hereby  incorporated by
reference as if fully set forth at length.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits

99.1     Press Release dated May 21, 1996



                                       2
<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    MAGNUM PETROLEUM, INC.


                                    By:  /s/ Gary C.Evans
                                         Gary C. Evans
                                         President and CEO


Dated: May 23, 1996


                                       3
<PAGE>




                                  EXHIBIT INDEX


Exhibit                                                        Sequentially
Number                                                         Numbered Page
- ------                                                         -------------

99.1     Press Release dated May 21, 1996                            5 










                                       4
<PAGE>







                                  EXHIBIT 99.1




                                       5
<PAGE>



[GRAPHIC OMITTED]



   Magnum Petroleum, Inc.
   600 East Las Colinas Blvd., Suite 1200, Irving, TX  75039
   Phone (214) 401-0752      Fax   (214) 401-3110
   Internet Address:  http://www.magnumhunter.com


                              FOR IMMEDIATE RELEASE
                                                       
American Stock Exchange
   o     Common  MPM
   o     Preferred  MPM.PR
   o     Warrants  MPM.WS
- --------------------------------------------------------------------------------


                       MAGNUM ANNOUNCES MAJOR ACQUISITION

Irving,  Texas, May 21, 1996, Magnum Petroleum,  Inc. ("Magnum") announced today
that  a  newly  formed  wholly-owned   subsidiary,   ConMag  Energy  Corporation
("ConMag"),  has executed a definitive Purchase and Sale Agreement with Meridian
Oil Inc.  ("Meridian"),  a wholly-owned  subsidiary of Burlington Resources Inc.
(NYSE - "BR"), to acquire all of Meridian's  interest in certain gas wells and a
gas gathering  system  located in the  Panhandle of Texas and Western  Oklahoma,
more commonly referred to as the "Panoma Properties".

The purchase price of  approximately  500 wells and approximate 427 miles of gas
gathering pipeline system is $36,750,000,  with an April 1, 1996 effective date.
The  current  daily  production   volumes  from  the  Meridian  owned  wells  is
approximately 14 million cubic feet per day with total delivery, including third
party gas purchased by the gathering system, of almost 19 million cubic feet per
day. The existing wells and gas gathering  system are in three fields,  the West
Panhandle  Field,  the East  Panhandle  Field,  and the South Erick  Field,  all
located in Gray, Wheeler,  Collingsworth and Donley Counties,  Texas and Beckham
and Greer Counties, Oklahoma.

Magnum  has  made a  performance  deposit  of  $2,250,000  with  Meridian  until
financial closing of the transaction is completed,  presently  anticipated on or
before June 28,  1996.  The sale by  Meridian is subject to the  approval of the
Board  of  Directors  of  its  parent   company,   Burlington   Resources   Inc.
Additionally,  Magnum will be conducting a complete due  diligence  review which
will include  accounting,  title,  and  environmental  inspections.  At closing,
Magnum's wholly-owned subsidiary, Gruy Petroleum Management Co., will become the
operator of all wells, the gas gathering pipeline system, and associated assets.

Commenting on this  significant  event,  Mr. Gary C. Evans,  President and Chief
Executive Officer of Magnum,  stated "Completion of this acquisition will have a
material  positive  impact on the Company's  operations  for many years to come.
These  properties  have an  estimated  reserve  life in  excess  of 40  years as
projected by third party  consultants.  They will become the  foundation  of our
Company,  representing the single largest asset. We take great pride in the fact
that our management, our business partners, including ConFed Oil Incorporated of
Tulsa,  Oklahoma, and the commercial banks involved in this transaction have all
jointly  succeeded in negotiating such a significant  acquisition of premium gas
reserves  within such a short period of time.  The  strategic  location of these
properties with regard to  accessability  into major  interstate  pipelines will
allow the Company in the future to negotiate directly with natural gas end users
who are  seeking  stable  long-term  supplies  for their  manufacturing  plants,
cogeneration projects and gas utility consumers."

Magnum  Petroleum,  Inc. is an exploration  and  development  company which,  in
combination with the recently acquired Hunter Resources,  Inc. subsidiaries,  is
now engaged in four principal  activities:  (1) the acquisition,  production and
sale of crude oil,  condensate and natural gas; (2) the gathering,  transmission
and  marketing of natural gas; (3) the managing and  operating of producing  oil
and natural gas properties for interest owners; and (4) providing consulting and
U.S. export services to facilitate Latin American trade in energy products.

Statements  in this release  looking  forward in time involve  known and unknown
risks and uncertainties,  which may cause the Company's actual results in future
periods to be materially different from any future performance suggested in this
release.  Such  factors  may  include,  but may not be  necessarily  limited to,
changes in the prices  received by the Company for crude oil and natural gas. In
addition,  the Company's  future crude oil and natural gas  production is highly
dependent upon the Company's level of success in acquiring or finding additional
reserves.  Further,  the Company operates in an industry sector where securities
values are highly  volatile and may be  influenced by economic and other factors
beyond the  Company's  control.  In the context of  forward-looking  information
provided  for in this  release,  reference  is made  to the  discussion  of risk
factors  detailed in the  Company's  filings  with the  Securities  and Exchange
Commission during the past 12 months.

          FOR FURTHER INFORMATION CONTACT: MATTHEW LUTZ (214) 401-0752



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