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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 28, 1998
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MIDLAND RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 001-13257 75-2286814
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
550 WEST TEXAS AVENUE
SUITE 700 79701
MIDLAND, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (915) 570-5045
616 FM 1960 WEST, SUITE 600
HOUSTON, TEXAS 77090
(former address if changed since last report)
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ITEM 5. OTHER EVENTS
The press release dated October 28, 1998 that is filed herewith as
Exhibit 99.1 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
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*99.1 Press Release of Vista Energy Resources, Inc. dated October
28, 1998.
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*Filed herewith
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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.
MIDLAND RESOURCES, INC.
By: /s/ C. Randall Hill
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Name: C. Randall Hill
Title: Chairman and Chief
Executive Officer
Date: November 5, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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99.1* Press Release of Vista Energy Resources, Inc. dated October 28,
1998.
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*Filed herewith
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[PR NEWSWIRE INVESTORFAX LOGO]
EXHIBIT 99.1
Vista and Midland Resources Complete Merger
MIDLAND, Texas, Oct. 28 /PRNewswire/ -- Vista Resources Partners, L.P.
and Midland Resources, Inc. (Amex: MLD) today announced the completion of a
merger between the two companies. The shares of common stock of the combined
company, called Vista Energy Resources, Inc., will begin trading on the
American Stock Exchange under the symbol "VEI" on Thursday, October 29, 1998.
Also as a result of the merger, Midland Resources' currently outstanding
warrants will continue to be traded on the American Stock Exchange under the
symbol "VEI.WS" and will become exercisable for shares of Vista's common stock
on a one for one basis.
At a special meeting of Midland Resources shareholders held today, holders
of 69 percent of Midland Resources common shares outstanding voted in favor
of the merger. Pursuant to the Merger Agreement, Midland Resources shareholders
will receive one share of Vista common stock for each Midland Resources share.
Record holders of Midland Resources common stock will be sent letters of
transmittal with instructions for changing their stock certificates.
Effective with the merger, Vista will have approximately 16.3 million
shares outstanding. Vista's asset base is located in the Permian Basin and in
the onshore regions of the Texas Gulf Coast. Combined daily net production is
approximately 1800 barrels of crude oil and 5300 Mcf of natural gas per day.
The combined reserve base, pro forma at December 31, 1997, totals approximately
14.1 million barrels of crude oil equivalents. The reserves are approximately
70 percent oil and over 90 percent operated by Vista.
Randy Hill, Vista's Chairman and Chief Executive Officer, said "This
merger brings numerous drilling and exploitation opportunities to increase the
size and value of Vista. Over the next 14 months we intend to drill 25 to 30
locations spending an estimated $9.0 to $12.0 million, excluding acquisitions.
Because of the complementary nature of the companies' asset bases, the
combination of Vista and Midland Resources will generate an estimated savings
of $1.6 million in annual general administrative and lease operating expenses.
Coupled with our proven acquisition, exploitation and exploration strategy we
believe this combined group of assets will help us continue to rapidly growing
Vista's equity value on a per share basis."
(more)
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This announcement includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21F of the
Securities Exchange Act of 1934, as amended. Such forward-looking statements
include, without limitation, estimates with respect to reserves and growth
opportunities. Although Vista believes that the expectations reflected in such
forward-looking statements are reasonable, they can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from those in the forward-looking
statements include risks inherent in drilling activities, the timing and extent
of changes in commodity prices, unforeseen engineering and mechanical or
technological difficulties in drilling wells, and other risks more fully
described in Vista's filings with the Securities and Exchange Commission.
Vista Energy Resources, Inc. (Amex: VEI) is engaged in the acquisition,
development, production of, and exploration for, oil and natural gas. Vista
owns and operates oil and gas properties principally in the Permian Basin of
West Texas and Southeastern New Mexico and in the onshore regions of the Texas
Gulf Coast.
SOURCE Vista Resources Partners, L.P.
-0- 10/28/98
/CONTACT: C. Randall Hill of Vista Energy Resources, Inc., 915-570-5045/
(VEI MLD
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