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) January 31, 1998
MIDDLE BAY OIL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Alabama 0-21702 63-1081013
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1221 Lamar, Suite 1020, Houston, Texas 77010
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 759-6808
115 South Dearborn Street, Mobile, Alabama
36602
(Former name or former address, if changed since last report)
ITEM 5 -- OTHER EVENTS
On January 31, 1998, Kaiser-Francis Oil Company ("Kaiser-Francis") converted
all
1,666,667 shares of Series A Preferred Stock of Middle Bay Oil Company, Inc.
(the "Company") it held into 3,333,334 shares of the Company's Common Stock.
Prior to such conversion, Kaiser-Francis owned no shares of the Company's
Common Stock. Subsequent to the conversion, Kaiser-Francis owns 3,333,334
shares of the Company's Common Stock representing 42.4% of the issued and
outstanding shares on a fully diluted basis.
The Series A Preferred Stock was originally issued pursuant to a Stock
Purchase Agreement (the "Agreement") entered into on September 4, 1996,
the Company and Kaiser-Francis, as reported by the Company in its Form 8-K
filed on September 19, 1996 (the "Prior Filing"). The terms of this
conversion are governed by the Agreement, which was filed as an exhibit to
the Prior Filing. The Agreement is incorporated in its entirety herein by
this reference.
ITEM 7 -- FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
99.1 - Stock Purchase Agreement - incorporated by reference
as filed as an exhibit to the Prior Filing
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Middle Bay Oil Company, Inc.
(Registrant)
Date: February 11, 1998 By: /s/ Frank C. Turner, II
Frank C. Turner, II
Vice President and
Chief Financial Officer
