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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of the Report: February 28, 1998 Commission File No. 019020
OPTIMA PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
CANADA 98-0115468
(State of Incorporation) (I.R.S. Employee Identification No.)
#600, 595 HOWE STREET, VANCOUVER,
BRITISH COLUMBIA, CANADA V6C 2T5
(Address of Principal Executive Offices) (Zip Code)
(604) 684-6886
Registrant's Telephone Number Including Area Code
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ITEM 2 - DISPOSITION OF ASSETS
The Company has entered into a definitive agreement with American Explorer,
L.L.C., a privately owned independent oil and gas company based in Lafayette,
Louisiana calling for the merger of these two companies. The merger is subject
to approval by Optima shareholders, U.S. and Canadian regulatory authorities, an
independent fairness opinion and customary conditions to closing.
Attached is a news release which was delivered to the Toronto Stock Exchange and
NASDAQ Stock Market on February 12, 1998, prior to the opening for stock
trading.
ITEM 7 - EXHIBITS
No. Description
7.1 Press Release dated February 12, 1998
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
March 5, 1998 OPTIMA PETROLEUM CORPORATION
/s/ RONALD P. BOURGEOIS
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RONALD P. BOURGEOIS
CHIEF FINANCIAL OFFICER
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[OPTIMA LETTERHEAD]
OPTIMA PETROLEUM CORPORATION
AND
AMERICAN EXPLORER, L.L.C.
ANNOUNCE MERGER AGREEMENT
HOUSTON, TEXAS - FEBRUARY 12, 1998 - OPTIMA PETROLEUM CORPORATION (NASDAQ:
OPPCF) and American Explorer, L.L.C., a privately owned independent oil and gas
company based in Lafayette, Louisiana, today announced the signing of a
definitive agreement calling for the merger of these two companies. This merger
is subject to approval by Optima shareholders, U.S. and Canadian regulatory
authorities, an independent fairness opinion and customary conditions to
closing.
Under the terms of the agreement, American Explorer owners will receive 7.335
million shares of Optima common stock and rights to acquire an additional 1.667
million shares of Optima common stock issuable upon the occurrence of certain
post closing events in return for 100% of American Explorer, L.L.C. and
associated companies. It is anticipated that the Annual General Meeting of
Optima shareholders will be held on or before May 31, 1998 with the closing of
these transactions to occur immediately thereafter.
Optima and American Explorer are both engaged in the exploration, development
and production of oil and gas, primarily in the U.S. Gulf Coast region and have
previously worked together on a number of oil and gas projects. As part of the
merger with American Explorer, Optima will be redomiciled as a U.S. (Delaware)
corporation headquartered in Lafayette, Louisiana with exploration offices in
Houston, Texas. Canadian offices will be closed. Optima shareholders will be
asked to elect a new seven person board of directors to be effective at the
closing, to include Charles T. Goodson, Alfred J. Thomas, II, Ralph J. Daigle
and Robert R. Brooksher, of American Explorer and Daniel G. Fournerat, outside
counsel to American Explorer. William C. Leuschner and Robert L. Hodgkinson,
both current officers of Optima will continue as directors. Mr. Goodson will
become President and Chief Executive Officer of Optima, Mr. Thomas becoming
Chief Operating Officer and Mr. Daigle becoming Senior Vice President,
Exploration. Mr. Brooksher shall become Chief Financial Officer.
Optima shares are traded on the Nasdaq National Market System under the symbol
"OPPCF" and on the Toronto Stock Exchange under the symbol "OPP". For additional
information, please contact:
OPTIMA PETROLEUM CORPORATION AMERICAN EXPLORER, L.L.C.
Mr. Robert L. Hodgkinson Mr. Charles T. Goodson
(604) 684-6886 (318) 232-7028
