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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 21, 1997
SNYDER OIL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10509 75-2306158
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
777 Main Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 338-4043
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<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 21, 1997, as had been previously announced on October 16,
1997, Snyder Oil Corporation ("SOCO") completed the disposition of its 14
million share interest in Patina Oil & Gas Corporation ("Patina"). The shares
were sold through a combination of an underwritten secondary public offering and
repurchase by Patina at a net price of $9.332 per share. Simultaneously, SOCO's
representatives on Patina's Board of Directors, John C. Snyder and William J.
Johnson, resigned from Patina's Board of Directors.
Net proceeds totalled approximately $127 million. As the result of the
sale, SOCO expects to realize a gain, net of provision for taxes, of
approximately $9.6 million.
Item 5. OTHER EVENTS.
Repurchase of Warrants. As announced on October 21, 1997, SOCO has
issued 300,000 shares of its common stock in exchange for the surrender of the
warrants held by Union Pacific Resources Group, Inc. The warrants had entitled
the holder to purchase approximately 2.1 million shares of common stock at a
purchase price of $21.04 per share. Half the warrants would have expired in
February 1998, with the remaining half expiring in February 1999.
Partial Call for Redemption of Preferred Stock. On October 21, 1997,
SOCO also called for redemption on November 10, 1997, 2,067,000 depositary
shares of $6.00 Convertible Exchangeable Preferred Stock, in accordance with the
terms under which they were issued. The shares to be redeemed represent one-half
of the depositary shares outstanding. Each depositary share represents a
one-fourth interest in a share of $6.00 Convertible Exchangeable Preferred
Stock.
The depositary shares will be redeemed, on a pro rata basis, at a
redemption price of $25.90 per share, plus accrued and unpaid dividends to the
redemption date of $0.1667 per depositary share. Each depositary share is
convertible into 1.2221 shares of common stock at an adjusted conversion price
of $20.46 per share of common stock. Holders of depositary shares called for
redemption who desire to convert such shares must convert the depositary shares
prior to 5:00 p.m. on November 3, 1997. No accrued dividends will be paid on
depositary shares that are converted into common stock. Dividends on the
depositary shares called for redemption will cease to accrue on November 10,
1997.
As of the close of business on October 20, 1997, there were a total of
4,134,000 depositary shares outstanding. The depositary shares are convertible
into a total of 5,052,161 shares of common stock
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
statements of SOCO are hereby incorporated by reference from Exhibit 99.1 filed
herewith:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1997
<PAGE>
(ii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Six Months ended June 30, 1997
(iii) Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year ended December 31, 1996
(iv) Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
(c) Exhibits.
2.1 Amended and Restated Stock Repurchase Agreement dated as of July 31,
1997 and amended and restated as of September 18, 1997 -- incorporated
by reference to Exhibit 10.12 to Amendment No. 2 to the Registration
Statement on Form S-3 of Patina Oil & Gas Corporation (Commission File
No. 333-32671)
99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of SOCO
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.
SNYDER OIL CORPORATION
By: /s/ Peter E. Lorenzen
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Peter E. Lorenzen
Vice President
October 22, 1997
<PAGE>
Exhibit 99.1
PRO FORMA FINANCIAL INFORMATION OF
SNYDER OIL CORPORATION
The unaudited pro forma condensed consolidated financial statements set
forth the financial position of the Company as of June 30, 1997, and the results
of operations for the six months ended June 30, 1997, and the year ended
December 31, 1996, adjusted for certain significant transactions discussed
below. The pro forma financial statements are based upon the assumptions set
forth in the accompanying notes to such statements. The pro forma adjustments
are based upon available information and assumptions that management believes
are reasonable under the circumstances.
The pro forma financial statements comprise historical financial data that
have been retroactively adjusted or combined to reflect the effect of the
transactions discussed below on the historical financial statements of the
Company. The pro forma condensed consolidated balance sheet at June 30, 1997,
and the related pro forma condensed consolidated statement of operations for the
six months then ended and the year ended December 31, 1996, were prepared as if
the transactions were consummated on June 30, 1997, January 1, 1997, and January
1, 1996, respectively. The pro forma financial statements should be read in
conjunction with the related historical financial statements and are not
necessarily indicative of the results that would have actually occurred had the
transactions been consummated on the dates or for the periods indicated or the
results which may occur in the future.
Pro Forma Divested Interests:
During 1996, the Company consummated three significant transactions
pursuant to which oil and gas properties were divested, including the sale of a
45% interest in its Piceance Basin holdings for $22.4 million, the sale of a 50%
interest in its Green River Basin gas project for $16.9 million and the sale of
its interests in the Giddings Field of southeast Texas for $11.8 million. These
transactions have been reflected in the accompanying unaudited pro forma
condensed consolidated financial statements as "pro forma divested interests."
Pro Forma Acquired Interests:
During 1996, the Company consummated three significant transactions
pursuant to which incremental interests in certain properties located in the
Gulf of Mexico were acquired for a net purchase price of $72.1 million. These
transactions have been reflected in the accompanying unaudited pro forma
condensed consolidated financial statements as "pro forma acquired interests."
Pro Forma Patina Disposition:
On October 21, 1997, the Company completed the disposition of its 74%
interest in Patina Oil and Gas Corporation ("Patina"). As a result of the sale,
Patina will no longer be a consolidated subsidiary in the Company's financial
statements. This transaction has been reflected in the accompanying unaudited
pro forma condensed consolidated financial statements as "pro forma Patina
disposition."
<PAGE>
<TABLE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1997
(In thousands)
<CAPTION>
Pro Forma Patina Disposition
------------------------------
Historical Adjustments As Adjusted(1)
---------- ----------- --------------
<S> <C> <C> <C>
ASSETS
Current assets $ 89,837 85,663 (a) $ 175,500
Investments 128,824 128,824
Oil and gas properties, net 623,952 (371,016)(a) 252,936
Gas facilities and other, net 17,295 (2,891)(a) 14,404
--------- ---------
$ 859,908 $ 571,664
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 89,318 (27,729)(a) $ 61,589
Senior debt 97,001 (97,000)(a) 1
Subordinated notes 271,256 (97,685)(a) 173,571
Deferred taxes payable 19,762 8,207 (a) 27,969
Other noncurrent liabilities 21,413 (5,561)(a) 15,852
Minority interest 84,061 (77,893)(a) 6,168
Stockholders' equity
Preferred stock, $.01 par value 10 10
Common stock, $.01 par value 316 316
Capital in excess of par value 260,920 260,920
Retained earnings 41,588 9,417 (a) 51,005
Common stock held in treasury (42,873) (42,873)
Unrealized gain on investments 17,136 17,136
--------- ---------
$ 859,908 $ 571,664
========= =========
(1) As adjusted represents historical plus pro forma Patina disposition.
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1997
(In thousands, except share data)
<CAPTION>
Pro Forma Patina Disposition
--------------------------------
Historical Adjustments As Adjusted(1)
---------- ----------- --------------
<S> <C> <C> <C>
Revenues
Oil and gas sales $ 116,836 (52,113) (b) $ 64,723
Gas transportation, processing and marketing 6,205 6,205
Gains on sales of equity interests in investees 32,968 32,968
Gains on sales of properties 4,842 4,842
Other 2,320 (227) (b) 4,092
1,999 (c)
---------- ----------
163,171 112,830
---------- ----------
Expenses
Direct operating 26,524 (9,322) (b) 17,202
Cost of gas and transportation 5,948 5,948
Exploration 5,390 (62) (b) 5,328
General and administrative 10,812 (2,611) (b) 8,201
Interest 13,764 (8,485) (b) 3,746
(1,533) (c)
Other 2,800 2,800
Loss on sale of subsidiary interest 10,000 10,000
Depletion, depreciation and amortization 46,597 (24,776) (b) 21,821
---------- ----------
Income before taxes and minority interest 41,336 37,784
Provision for income taxes
Current 500 500
Deferred 11,489 1,236 (d) 12,725
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11,989 13,225
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Minority interest in subsidiaries 3,429 (2,814) (b) 615
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Income before extraordinary item 25,918 23,944
Extraordinary item-early extinguishment
of debt, net 2,848 2,848
---------- ----------
Net income 23,070 21,096
Preferred dividends 3,100 3,100
---------- ----------
Net income applicable to common $ 19,970 $ 17,996
========== ==========
Net income per common share before
extraordinary item $ .75 $ .68
========== ==========
Net income per common share $ .66 $ .59
========== ==========
Weighted average shares
outstanding 30,435 30,435
========== ==========
(1) As adjusted represents historical plus pro forma Patina disposition.
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
(In thousands, except share data)
<CAPTION>
Pro Forma Pro Forma
Divested Acquired Pro Forma
Interests Interests Patina Disposition
--------- --------- ------------------
Historical Adjustments Adjustments As Adjusted(1) Adjustments As Adjusted(2)
---------- ----------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Oil and gas sales $ 189,327 (14,182)(e) 29,682 (e) $ 204,827 (82,184) (b) $ 122,643
Gas transportation, processing
and marketing 17,655 (178)(e) 17,477 17,477
Gains on sales of equity interests
in investees 69,343 69,343 69,343
Gains on sales of properties 8,786 8,786 8,786
Other 7,303 400 (e) 7,703 (1,003) (b) 9,191
2,491 (c)
--------- --------- --------
292,414 308,136 227,440
--------- --------- ---------
Expenses
Direct operating 49,638 (4,172)(e) 2,092 (e) 47,558 (14,520) (b) 33,038
Cost of gas and transportation 15,020 (69)(e) 14,951 14,951
Exploration 4,232 (611)(e) 3,621 (224) (b) 3,397
General and administrative 17,143 203 (e) 17,346 (6,150) (b) 11,196
Interest 23,587 (1,221)(f) 3,232 (f) 25,598 (14,304) (b) 6,376
(4,918) (c)
Other 5,312 5,312 5,312
Loss on sale of subsidiary interest 15,481 15,481 15,481
Depletion, depreciation
and amortization 87,300 (8,801)(e) 11,567 (e) 90,066 (44,822) (b) 45,244
--------- -------- ---------
Income before taxes and
minority interest 74,701 88,203 92,445
--------- -------- ---------
Provision for income taxes
Current 33 33 33
Deferred 4,313 249 (d) 4,477 (d) 9,039 394 (b) 12,026
2,593 (d)
--------- --------- ---------
4,346 9,072 12,059
--------- --------- ---------
Minority interest in subsidiaries 7,405 7,405 (2,539) (b) 4,866
--------- --------- ---------
Net income 62,950 71,726 75,520
Preferred dividends 6,210 6,210 6,210
---------- --------- ---------
Net income applicable to common $ 56,740 $ 65,516 $ 69,310
========== ========= =========
Net income per common share $ 1.81 $ 2.09 $ 2.21
========== ========== =========
Weighted average shares outstanding 31,308 31,308 31,308
========== ========== =========
(1) As adjusted represents historical plus pro forma divested interests plus pro forma acquired interests.
(2) As adjusted represents historical plus pro forma divested interests plus pro forma acquired interests plus pro forma
Patina disposition.
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated financial statements reflect the
adjustments described below:
BALANCE SHEET
(a) To reflect the sale of the Company's 74% interest in Patina for a total
of approximately $127.3 million. Included in the recording of the
proceeds is a reduction of the Company's senior debt of $12.0 million.
STATEMENTS OF OPERATIONS
(b) To reflect the revenue and expense amounts attributable to the Company's
interest in Patina.
(c) To adjust interest income and expense to reflect the use of the proceeds
generated by the sale of Patina to retire the Company's senior debt and
the investment of the average excess cash balance.
(d) To record the estimated deferred income tax provision which would have
been provided had the divestitures and acquisitions occurred at the
beginning of the period.
(e) To reflect the revenue and expense amounts attributable to the divested
and acquired interests.
(f) To adjust interest expense to reflect the use of proceeds from
divestitures to reduce senior debt or the incurrence of additional senior
debt to fund acquisitions.
