<PAGE> 1
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
DATE OF REPORT - JUNE 6, 1996
(Date of Earliest Event Reported)
HS Resources, Inc.
(Exact name of registrant as specified in its charter)
Commission File No. 0-18886
Delaware 94-3036864
- -------------------------- ---------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Maritime Plaza, 15th Floor, San Francisco, California 94111
- --------------------------------------------------------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (415) 433-5795
Page 1 of ___ pages.
Exhibit index appears on page ___.
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
(a) and (b)
On June 6, 1996, HS Resources, Inc., a Delaware corporation (the
"Company"), completed a transaction (the "Basin Acquisition") pursuant to which
the Company, through its wholly owned subsidiary, Orion Acquisition, Inc., a
Delaware corporation ("Orion"), acquired certain Wattenberg Field assets owned
by Basin Exploration, Inc., a Delaware corporation ("Basin").
In addition, on June 17, 1996, at a special meeting of the Company's
stockholders (the "Company Meeting"), such stockholders approved the issuance
of up to 7,161,312 shares of the Company's common stock pursuant to the
Agreement and Plan of Merger, dated as of February 25, 1996, and amended and
restated as of April 29, 1996 (the "Merger Agreement"), by and between the
Company, HSR Acquisition, Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Merger Sub"), and Tide West Oil Company, a Delaware
corporation ("Tide West"). Also, on June 17, 1996, at a special meeting of
Tide West's stockholders (the "Tide West Meeting"), such stockholders approved
the merger of Tide West with and into Merger Sub (the "Merger") and approved
and adopted the Merger Agreement. Immediately following the Company Meeting
and the Tide West Meeting, on June 17, 1996, the Company, Merger Sub and Tide
West consummated the Merger.
A description of the closing of each of the Basin Acquisition and the
Merger is contained in the June 17, 1996 press release by the Company, attached
hereto as Exhibit 99.1 and incorporated herein by reference. The Merger
Agreement is incorporated herein by reference from Annex A to the Prospectus
contained in Amendment No. 4 to the Company's Registration Statement on Form
S-4 (Registration No. 333-01991), filed with the Securities and Exchange
Commission (the "Commission") on May 16, 1996, and declared effective by the
Commission on May 16, 1996
<PAGE> 3
(the "Registration Statement"). Descriptions of the Basin Acquisition and the
Merger, including additional responses to the information requested in this
Item 2, are contained in the Registration Statement, the text of which is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item for each of Basin and
Tide West are set out in the Registration Statement, the text of which is
incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma information required by this item for each of the Basin
Acquisition and the Merger is set forth in the Registration Statement, the text
of which is incorporated herein by reference.
(c) Exhibits.
2.1 Agreement for Purchase and Sale of Assets, dated as of
February 24, 1996, by and among the Company, Orion and Basin
(incorporated herein by reference to Exhibit 2.3 of the
Company's Current Report on Form 8-K, dated February 24,
1996).
2.2 Agreement and Plan of Merger, dated as of February 25, 1996,
and amended and restated as of April 29, 1996, by and among
the Company, Merger Sub and Tide West (incorporated herein by
reference to Annex A to the Prospectus contained in Amendment
No. 4 to the Registration Statement).
*99.1 Press Release, dated June 17, 1996.
- --------------------
* filed herewith
2
<PAGE> 4
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.
HS RESOURCES, INC.
By: /s/ James M. Piccone
----------------------------
James M. Piccone
Vice President
Dated: June 21, 1996
3
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement for Purchase and Sale of Assets, dated as
of February 24, 1996, by and among the Company, Orion
and Basin (incorporated herein by reference to
Exhibit 2.3 of the Company's Current Report on Form
8-K, dated February 24, 1996).
2.2 Agreement and Plan of Merger, dated as of February
25, 1996, and amended and restated as of April 29,
1996, by and among the Company, Merger Sub and Tide
West (incorporated herein by reference to Exhibit A
of the Company's Schedule 13D relating to shares of
common stock of Tide West, dated March 4, 1996, as
filed on March 6, 1996).
*99.1 Press Release, dated June 17, 1996.
- --------------------
* filed herewith
4
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
June 17, 1996
HS RESOURCES AND TIDE WEST OIL COMPANY COMPLETE MERGER
San Francisco, California - HS Resources, Inc. (NYSE:HSE) today announced the
completion of the previously announced merger of HS Resources and Tide West Oil
Company (NASDAQ:TIDE). Shareholders of the two companies voted to approve the
transaction in special meetings held Monday, June 17, 1996.
"The merger with Tide West, together with the Wattenberg Field asset purchase
from Basin Exploration (NASDAQ:BSNX) which closed last week, positions HS
Resources as one of the largest independent oil and gas producers in the United
States with proved reserves of approximately 144 million barrels of oil
equivalent," stated Nicholas J. Sutton, Chairman and Chief Executive Officer.
Sutton added, "The Tide West merger diversifies HS Resources into the
Mid-continent region which along with our Gulf Coast activities, provides the
benefits of risk reduction from both commodity price and project risk
perspectives while also giving HS Resources significant exploration and
exploitation opportunities."
Pursuant to the merger, each Tide West shareholder shall receive 0.6295 shares
of HS Resources common stock and $8.704 cash for each outstanding share of Tide
West common stock. HS Resources has issued 6,161,312 shares of common stock,
bringing its total shares outstanding to 17.6 million shares.
HS Resources is a San Francisco-based independent oil and gas exploration and
production company with operations in the Rocky Mountain, Mid-continent and
Gulf Coast areas of the United States. HS Resources' stock is traded on the New
York Stock Exchange under the symbol "HSE."
Contact: Philip S. Winner
Director, Investor Relations
(303) 296-3600, [email protected]
