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) October 3, 2000
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HOME-STAKE OIL & GAS COMPANY
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(Exact name of registrant as specified in its charter)
Oklahoma 0-19766 73-0288030
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
15 East 5th Street, Suite 2800, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 583-0178
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On October 3, 2000, Home-Stake Oil & Gas Company ("Home-Stake") and Cortez
Oil & Gas, Inc. ("Cortez") entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Cortez will acquire Home-Stake (the
"Merger"). Pursuant to the terms of the Merger Agreement, each of the
outstanding shares of Home-Stake common stock will be exchanged for $11.00 per
share cash.
The Merger Agreement has been unanimously approved by the Board of
Directors of Home-Stake. The Merger is subject to various closing conditions
including the approval of Home-Stake shareholders. It is anticipated that the
transaction will close before the end of this year. Pursuant to the Merger
Agreement, no more cash dividends will be paid on Home-Stake's outstanding
shares.
The current directors of Home-Stake and certain of their spouses, who own
an aggregate of approximately 21.1% of Home-Stake's outstanding shares, have
entered into agreements to vote for the Merger.
Stephens Inc. is serving as the financial advisor to the Board of Directors
of Home-Stake and has rendered its opinion to the Home-Stake board with respect
to the fairness, from a financial point of view, of the merger consideration to
be received by the shareholders of Home-Stake.
The transaction negotiated with Cortez required Home-Stake to enter into
oil and gas hedging transactions for a significant portion of its production
through 2002, consisting of NYMEX collars with floor prices ranging from $32.00
to $25.00 per Bbl and $4.50 to $3.50 per Mmbtu and ceiling prices ranging from
$36.00 to $28.20 per Bbl and $6.95 to $4.78 per Mmbtu.
A copy of Home-Stake's press release, dated October 3, 2000, announcing the
Merger is attached as an exhibit hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
99 Press release dated October 3, 2000, issued by Home-Stake.
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SIGNATURES
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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.
HOME-STAKE OIL & GAS COMPANY
Date: October 3, 2000 By: /s/ Chris K. Corcoran
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Chris K. Corcoran
Executive Vice President, Chief Financial
Officer and Secretary
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Exhibit Index
Exhibit
Number Description
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99 Press release dated October 3, 2000, issued by Home-Stake.
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