UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
November 22, 1999
Abraxas Petroleum Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State of other jurisdiction of incorporation)
0-19118 74-2584033
(Commission File Number) (I.R.S. Employer Identification Number)
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
(Address of principal executive offices)
Registrant's telephone number, including area code:
210-490-4788
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Item 5. OTHER EVENT
(a) On November 19, 1999, Abraxas Petroleum Corporation issued the press release
attached hereto as Exhibit 99.1.
(C) The following exhibits are filed as part of this report:
NUMBER DOCUMENT
99.1 Press release dated November 19, 1999.
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SIGNATURES
Pursuant to the requirement 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.
ABRAXAS PETROLEUM CORPORATION
By:___________________________________
Chris Williford
Executive Vice President, Chief Financial
Officer and Treasurer
Dated: November 22, 1999
<PAGE>
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE www.abraxaspetroleum.com
FOR MORE INFORMATION CONTACT:
CHRIS WILLIFORD, EVP/CFO
Abraxas Petroleum Corporation Announces
Exchange Offer
SAN ANTONIO, TX (November 19, 1999) - Abraxas Petroleum Corporation (OTC
Bulletin Board: AXAS) announced that on November 18, 1999 it commenced an offer
to exchange $274.0 million of its 11 1/2% Senior Notes due 2004 for a new
issuance of $196.8 million of 11 1/2% Senior Secured Notes due 2004, shares of
Abraxas common stock and contingent value rights.
For holders who validly tender and do not withdraw their old notes on or before
the expiration date described below, the Company will pay the following
consideration:
o A new note with a principal amount equal to $700
o Approximately 59.6184 shares of Abraxas common stock
o Approximately 59.6184 contingent value rights each of which may result
in the distribution of up to approximately 6.3889 shares of Abraxas
common stock
The expiration date is 12:01 a.m., New York City time, on December 17, 1999,
unless extended or earlier terminated.
In connection with the exchange offer, the Company is soliciting consents to
proposed amendments to the indenture under which the old notes were issued.
These amendments delete most of the covenants in the old indenture.
The exchange offer is conditioned on receipt of tenders of at least 95% of the
outstanding principal amount of the old notes and satisfaction of other
customary conditions. The Company has entered into agreements with holders
owning a total of approximately 89.6% of the principal amount of the old notes
under which the holders have agreed, subject to the satisfaction of such
conditions, to accept the exchange offer.
The exchange offer is being made in reliance on the exemption afforded by
Section 3(a)(9) from the registration requirements of the Securities Act of
1933, as amended.
Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas
exploration and production company that also processes natural gas. It operates
primarily along the Texas Gulf Coast, in the Permian Basin of western Texas,
western Canada and southwestern Wyoming.
Requests for copies of documents of for technical assistance in participating in
the exchange offer should be directed to Chris E. Williford, Executive Vice
President of Abraxas Petroleum Corporation at (210) 490-4788 or toll free at
(888) 227-2927.
