MAGNUM HUNTER RESOURCES INC
8-K, 1997-05-30
CRUDE PETROLEUM & NATURAL GAS
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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

                                                       May 29, 1997
Date of Report (Date of earliest event reported)_______________________________

                          MAGNUM HUNTER RESOURCES, INC.

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             (Exact name of registrant as specified in its charter)


NEVADA                             1-12508                       87-0462881

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(State or other jurisdiction    (Commission                    (IRS Employer
of incorporation)                File Number)               Identification No.)



         600 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039

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               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code            (972) 401-0752
                                                     ---------------------------



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



<PAGE>



Item 5. Other Events.

The  Registrant  announced on May 29, 1997,  that it had placed,  through a Rule
144A private placement offering, $140 million in Senior Notes due 2007.

Net proceeds from the sale of the Senior Notes was used to completely  repay the
Registrant's  outstanding  senior term loan facility in the principal  amount of
$60 million and a substantial portion of the Registrant's  outstanding revolving
credit  facility.  The Notes have a 10% coupon,  with interest payable on June 1
and December 1, commencing on December 1, 1997.

The  offering was made through  four  initial  Purchasers,  being BT  Securities
Corporation,  Paribas  Corporation,  First  Union  Capital  Markets  Corp.,  and
PaineWebber Incorporated.

This  announcement  shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes.  The Notes offered have not been registered under the
Securities  Act of 1933  and may not be  offered  or sold in the  United  States
absent registration or an applicable exemption from registration requirements.


Item 7.           Financial Statements and Exhibits.

         (c)      Exhibits

                  None




<PAGE>


                                   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.


                                                  MAGNUM HUNTER RESOURCES, INC.


                                                    /s/ Gary C. Evans
                                                BY:____________________________
                                                    Gary C. Evans
                                                    President and CEO



Dated:   May 30, 1997



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