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 (Date of earliest event reported): July 11, 1997
WRT Energy Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-10192 73-1521290
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
3303 FM 1960 West, Suite 460, Houston, Texas 77068
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (281) 583-8958
5718 Westheimer, Suite 1201, Houston, Texas 77057
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On July 11, 1997, the Second Amended Joint Plan Of Reorganization
Under Chapter 11 Of The United States Bankruptcy Code, dated as of March 11,
1997 (as modified by the technical modifications set forth in the Joint Motion
for Approval of Technical Modifications to the Plan of Reorganization and
those announced at the Confirmation Hearing commencing on April 28, 1997, is
hereinafter referred to as the "Plan"), of WRT Energy Corporation, a Texas
Corporation ("Debtor") became effective pursuant to its terms and conditions.
In addition, the transactions contemplated by the Plan to occur on the
effective date of the Plan were consummated in accordance with the terms and
conditions of the Plan. Pursuant to the terms and conditions of the Plan, the
Debtor merged with and into WRT Energy Corporation, a Delaware corporation
("WRT"). WRT is successor to the respective obligations of the Debtor
pursuant to Rule 12g-3 of the Securities Exchange Act of 1934. In connection
with the foregoing, DLB Oil & Gas, Inc. issued a press release, dated July 16,
1997 ("Press Release"), with respect to the Debtor's emergence from
bankruptcy, the contents of which are incorporated herein by reference. In
addition to the issuance of the shares discussed in the Press Release, an
additional 464,543 shares of WRT common stock will be issued and distributed
after July 16, 1997 to Wexford Management LLC pursuant to the Plan.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statement. Not Applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 10, 1997, by
and between WRT Energy Corporation, a Texas corporation and WRT Energy
Corporation, a Delaware corporation.
99.1 Press Release, dated July 16, 1997.
99.2 Notice of Effective Date.
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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 hereunto duly authorized.
WRT ENERGY CORPORATION
(Registrant)
By: /s/ Gary C. Hanna
Name: Gary C. Hanna
Title: President
Date: July 16, 1997
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INDEX TO EXHIBITS
Current Report on Form 8-K Dated July 18, 1997
WRT ENERGY CORPORATION
Exhibit Item Page
- ------- ---- ----
2.1 Agreement and Plan of Merger, dated as of 5
July 10, 1997, by and between WRT Energy
Corporation, a Texas corporation and WRT
Energy Corporation, a Delaware corporation.
99.1 Press Release, dated July 16, 1997. 9
99.2 Notice of Effective Date. 10
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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
----------------------------
AGREEMENT AND PLAN OF MERGER, dated as of July 10, 1997, by and
between WRT ENERGY CORPORATION, a Texas corporation ("Debtor" or "WRT"), and
WRT ENERGY CORPORATION, a Delaware corporation ("New WRT").
This Agreement provides for the merger of WRT with and into New WRT
(the "Merger"), which will be the surviving corporation, in accordance with
Section 252 of the General Corporation Law of the State of Delaware (the
"DGCL"), upon the terms and conditions set forth herein and in accordance with
the applicable provisions of the DGCL. Capitalized terms not otherwise
defined herein shall be used herein as defined in the Plan (as defined below).
The respective Boards of Directors of WRT and New WRT have approved
the Merger upon the terms and subject to the conditions set forth herein.
Accordingly, in consideration of the mutual promises and
arrangements set forth herein, and in order to set forth the terms and
conditions of the Merger and the mode of carrying the same into effect, the
parties hereby agree as follows:
1. The Merger.
1.1 The Merger. At the Effective Time (as defined in Section 1.3
hereof), and subject to the terms and conditions of this Agreement and the
DGCL, WRT shall be merged with and into New WRT, all existing Common Stock and
Preferred Stock of WRT, and all options, warrants, or other rights to acquire
such stock, shall be canceled, annulled and extinguished, and new certificates
representing shares of New WRT Common Stock and New WRT Warrants will be
issued in accordance with Debtor's And DBLW's Second Amended Joint Plan Of
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Reorganization Under Chapter 11 Of The United States Bankruptcy Code, dated
March 11, 1997 (as subsequently amended and modified, and as confirmed by
order of the United States Bankruptcy Court for the Western District of
Louisiana, Lafayette-Opelousas Division dated May 2, 1997, the "Plan"), the
separate corporate existence of WRT shall thereupon cease and New WRT shall be
the surviving corporation in the Merger (the "Surviving Corporation").
1.2 Surviving Corporation. At the Effective Time, New WRT shall
continue its corporate existence under the laws of the State of Delaware and
shall thereupon and thereafter possess all rights, privileges, powers and
franchises and all property of WRT and shall be subject to all debts,
liabilities and duties of WRT, all as provided under the DGCL and the Plan.
1.3 Effective Time of the Merger. The Merger shall become effective
and be consummated on July 10, 1997 (the "Effective Time"), provided that the
Surviving Corporation shall have caused to be filed prior to the Effective
Time a certified copy of this Agreement with the Secretary of the State of the
State of Delaware (the "Delaware Secretary of State") in accordance with the
DGCL.
1.4 Certificate of Incorporation. At the Effective Time, the
Certificate of Incorporation of New WRT, as in effect immediately prior to the
Effective Time, shall continue in full force and effect as the Certificate of
Incorporation of the Surviving Corporation until further amended as provided
therein and under the DGCL.
1.5 By-Laws of the Surviving Corporation. The By-Laws of New WRT, as in
effect immediately prior to the Effective Time, shall continue in full force
and effect as the By-Laws of the Surviving Corporation until further amended
as provided therein and under the DGCL.
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1.6 Directors and Officers of the Surviving Corporation. At the
Effective Time, the directors and officers of the Surviving Corporation shall
be those persons who presently serve as directors and officers, respectively,
of New WRT, in the case of directors, until their successors are elected and
qualified and, in the case of officers, to serve at the pleasure of the Board
of Directors of the Surviving Corporation.
2. Miscellaneous.
2.1 Amendment. At any time prior to the Effective Time, the parties
hereto may, to the extent permitted by DGCL, by written agreement amend,
modify or supplement any provision of this Agreement.
2.2 Termination. This Agreement may be terminated and the Merger
abandoned by the Board of Directors of New WRT at any time prior to the filing
of a certified copy of this Agreement with the Delaware Secretary of State.
2.3 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to agreements
made and to be performed entirely within such State.
2.4 Headings. The headings set forth herein are for convenience only
and shall not be used in interpreting the text of the section in which they
appear.
2.5 Counterparts. This Agreement may be executed in one or more
counterparts which together shall constitute a single agreement.
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IN WITNESS WHEREOF, New WRT and WRT, pursuant to the approval and
authority duly given by resolutions adopted by their respective Board of
Directors, have caused this Agreement to be executed as of the first date
above written by their respective officers thereunto duly authorized.
WRT ENERGY CORPORATION,
a Delaware corporation
By: ____________________
WRT ENERGY CORPORATION,
a Texas corporation
By: ____________________
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Exhibit 99.1
DLB OIL & GAS, INC.
1601 N.W. Expressway, Suite 700
Oklahoma City, OK 73118-1401
Phone 405-848-8808
Fax 405-848-9449
______________________________________________________________________________
News Release
For Further Information FOR IMMEDIATE RELEASE
Contact: Fred Standefer ---------------------
Vice President Corporate Development
(405) 848-8808
WRT EMERGES FROM BANKRUPTCY
DLB/WEXFORD OWN MAJORITY INTEREST
OKLAHOMA CITY, OKLAHOMA -- July 16, 1997 -- DLB Oil & Gas, Inc. (NASDAQ-DLBI)
today announced consummation of the plan of reorganization for WRT Energy
Corporation, of which WRT, DLB and Wexford Management LLC on behalf of its
affiliated investment funds were co-proponents.
WRT Energy Corporation (WRT) is now a Delaware corporation and will have a
total of 20.04 million shares (CUSP #92931K-40-3) issued and outstanding. DLB
Oil and Gas, Inc. currently owns 10.35 million shares. Wexford Management LLC
presently owns 1.84 million shares. An additional 1.41 million shares,
currently in escrow, will be distributed upon resolution of certain post
closing matters.
WRT owns interests in 19 fields in south Louisiana and controls operations on
essentially 100% of its production. As of December 31, 1996, WRT proved
reserves, as estimated by Netherland, Sewell and Associates, Inc., totaled
approximately 28 million barrels of oil equivalent.
DLB Oil & Gas, inc. is an Oklahama City-based independent energy company
engaged primarily in oil and gas exploration, development and production, and
in the acquisition of producing properties. The Company's common stock trades
under the symbol DLBI.
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Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF LOUISIANA
LAFAYETTE-OPELOUSAS DIVISION
IN RE: :
:
WRT ENERGY CORPORATION. : CASE NO. 96BK-50212
Tax I.D. No. 72-1133320 : CHAPTER 11
: Post-Confirmation
DEBTOR. :
NOTICE OF EFFECTIVE DATE
------------------------
TO THE HONORABLE GERALD SCHIFF,
UNITED STATES BANKRUPTCY JUDGE:
NOTICE IS HEREBY GIVEN that, on July 11, 1997 (the "Effective Date"),
the Debtor's And DLBW's Second Amended Joint Plan Of Reorganization Under
Chapter 11 Of The United States Bankruptcy Code, dated as of March 11, 1997
(as modified by the technical modifications set forth in the Joint Motion for
Approval of Technical Modifications to the Plan of Reorganization and those
announced at the Confirmation, is hereinafter referred to as the "Plan"),
became effective pursuant to its terms and conditions. This Notice describes
certain material transactions which occurred on the Effective Date pursuant to
and/or contemplated by the Plan. The descriptions set forth hereinbelow are
summaries only. Actual details of the Effective Date transactions are
governed by the terms and provisions of the Plan and the ancillary documents.
On the Effective Date, WRT Technologies, Inc., a Texas corporation
and a wholly-owned subsidiary of WRT Energy Corporation (the "Debtor" or
"WRT"), was dissolved pursuant to Section 33.2 of the Plan and the Articles of
__________________
Capitalized terms not otherwise defined herein shall be used herein as
defined in the Plan.
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Dissolution. Pursuant to Section 31.1 of the Plan and the Agreement and Plan
of Merger, dated as of July 10, 1997, between the Debtor and WRT Energy
Corporation, a Delaware corporation, incorporated as of June 20, 1997 ("New
WRT"), on the Effective Date, the Debtor was merged with and into New WRT.
The Debtor, DLB Oil & Gas, Inc. ("DLB") and Wexford Management LLC, as
agent for its affiliated investment funds ("Wexford"), also completed, on the
Effective Date, the closing of the transactions contemplated by the Commitment
Agreement (the "Commitment Agreement"), dated as of January 20, 1997, among
WRT, DLB and Wexford to be closed on the Effective Date in accordance with the
terms thereof. At such closing, DLB, among other things, transferred to New
WRT the WCBB Assets, the right to operate the WCBB Assets, the Texaco Claim,
the Senior Notes held by DLB, releases by DLB of its Oil & Gas Liens (the "M&M
Liens") and $2,752,307.19 in cash on account of DLB's involvement in the
Rights Offering and backstop in exchange for, among other things, (i) the
Buyer's Leasehold and Facilities, (ii) the Assignment and Assumption
Agreement, (iii) the right to 10,354,198 shares of New WRT Common Stock and
(iv) the right to 2,750,715 Litigation Entity Interests. Wexford, in
connection with the closing of the Commitment Agreement, among other things,
transferred to New WRT (i) the Senior Notes held by Wexford, releases by
Wexford of its M&M Liens and $1,133,583.50 in cash on account of Wexford's
involvement in the Rights Offering and backstop in exchange for (i) 1,844,822
shares of New WRT Common Stock and (ii) the right to 1,430,708 Litigation
Entity Interests.
On the Effective Date, and in connection with the consummation of the
Plan, New WRT executed and delivered, pursuant to Section 31.5 of the Plan,
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several agreements, including, without limitation, (i) the Administrative
Services Agreement, dated as of July 10, 1997, by and between New WRT and DLB,
(ii) the Registration Rights Agreement, dated as of July 10, 1997, by and
among New WRT, DLB and Wexford, (iii) the New WRT Warrant Agreement, dated as
of July 10, 1997, by and between New WRT and American Stock Transfer and Trust
Company, as the Warrant Agent and (iv) the Employment Agreement, dated as of
July 10, 1997, by and between Raymond Landry and New WRT.
Pursuant to Section 33.11 of the Plan, New WRT executed and
delivered, on the Effective Date, definitive documentation consistent with and
otherwise reflecting the terms set forth in the New ING Term Sheet and
providing for, among other things, the borrowing by New WRT, on the Effective
Date, of $15,000,000 in accordance with the terms thereof.
In accordance with Section 33.16 of the Plan, the Litigation Entity
(a/k/a WRT Creditors Liquidation Trust) was formed on the Effective Date to
pursue, for the benefit of the Unsecured Creditors of WRT and New WRT, the
Causes of Action (other than the Marine Equipment Causes of Action and the
Tri-Deck Causes of Action) assigned to it by WRT under the Litigation Entity
Agreement, dated as of July 10, 1997, by and between WRT and Goldin
Associates, L.L.C., as trustee (the "Trustee"). The costs of the Litigation
Entity were funded by a one-time capital contribution of three ($3,000,000)
million dollars made by New WRT on the Effective Date from the proceeds of the
Rights Offering. On the Effective Date, New WRT received twelve (12%) percent
(1,881,818) of the Litigation Entity Interests issued, with the remaining
eighty-eight (88%) percent (13,800,000) of such Litigation Entity Interests to
be distributed by the Disbursing Agent to holders of Allowed General Unsecured
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Claims or held by the Disbursing Agent in a Disputed Claim Reserve Account
(1,415,202 Litigation Entity Interests) by the Disbursing Agent on account of
Disputed General Unsecured.
On the Effective Date, New WRT and IBJ Schroder Bank & Trust Company,
as the Disbursing Agent, executed and delivered the Disbursing Agent
Agreement, dated as of May 2, 1997. Pursuant to the Rights Offering, the Plan
and the Disbursing Agent Agreement, New WRT and the Exercising Claimants,
among other things, caused to be delivered to the Disbursing Agent 22,071,450
shares of New WRT Common Stock, 1,163,400 New WRT Warrants and cash
(aggregating $27,297,349.69) sufficient to permit the Disbursing Agent to make
distributions of New WRT Common Stock, New WRT Warrants and cash (aggregating
$25,699,521.14), in accordance with the terms and provisions of the Plan, to
the Litigation Entity, DLB (as indicated above), Wexford (as indicated above),
INCC and holders of Allowed Administrative Claims, Allowed Priority Tax
Claims, Allowed Secured Claims, Allowed M&M Lien Claims and Allowed
Convenience Claims and to establish various Disputed Claims Reserve Accounts
of cash, New WRT Common Stock and New WRT Warrants, as needed. Pursuant to
the Disbursing Agent Agreement, as soon practicable after the Effective Date,
but in no event more than ten (10) Business Days after the Effective Date, the
Disbursing Agent shall make the initial distribution of New WRT Common Stock
to the holders of such Allowed Claims (other than DLB and Wexford). On the
Effective Date, after accounting for the transfers contemplated by the Plan,
including, without limitation, the establishment of the various Disputed
Claims Reserve Accounts, $1,597,838.55 of the cash held by the Disbursing
Agent was redelivered by the Disbursing Agent to New WRT.
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On the Effective Date, and pursuant to the terms and provisions of
the State/LaFourche Settlements, the Disbursing Agent made certain
distributions to the State of Louisiana and the LaFourche Parish School Board.
In exchange for the receipt of such distributions, (i) the State of Louisiana
executed and approved the South Atchafalaya Operating Agreement, as well as
provided the necessary consents under Louisiana State law to the assignments
contemplated by the Transfer and Exchange Agreement and the South Atchafalaya
Operating Agreement and (ii) the LaFourche Parish School Board provided the
necessary consents under Louisiana State law in accordance with the terms of
the settlement thereto.
Pursuant to Section 33.4 of the Plan, on the Effective Date, all
existing Common Stock and Preferred Stock of WRT, and all options, warrants or
other rights to acquire such stock, were canceled, annulled and extinguished.
As of the Effective Date, the Indenture Agreement and the Warrant Agreement
were deemed canceled pursuant to Sections 33.5 and 33.6 of the Plan. Lastly,
except as otherwise provided in the Plan or Confirmation Order, effective as
of the Effective Date, any and all Claims and Equity Interests of any holder
of a Claim against or Equity Interest in the Debtor were discharged in their
entirety.
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DATED: July ___, 1997.
Attorneys for WRT Energy
Corporation, as reorganized
SCHULTE ROTH & ZABEL LLP
By:___________________________
Jeffrey Sabin
Mark A. Broude
900 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000
Telecopy: (212) 593-5955
and
SCHULLY, ROBERTS, SLATTERY &
JAUBERT
By:___________________________
F. Neelis Roberts
Gerald F. Slattery, Jr.
Paul J. Goodwine
David Dyer
1100 Poydras Street,
Suite 1800
New Orleans, Louisiana 70163
Telephone: (504) 585-7800
Telecopy: (504) 585-7890
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