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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):
SEPTEMBER 2, 1999
MIDDLE BAY OIL COMPANY, INC.
(Exact name of Registrant as specified in its charter)
ALABAMA 0-21702 63-1081013
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1221 Lamar, Suite 1020, Houston, Texas 77010
(Address of principal executive offices and zip code)
(713)759-6808
Registrant's telephone number, including area code
ITEM 5 - OTHER EVENTS
Middle Bay Oil Company, Inc. ("Middle Bay") and its largest shareholder, 3TEC
Energy Company, L.L.C., have entered into multiple letters of intent to
purchase properties and interests owned by a group of private sellers which
is managed by Floyd Oil Company. The transaction is subject to the execution
of definitive agreements and completion of due diligence. Closing is expected
to occur in late October or November 1999.
Initial drafts of definitive agreements have been mailed to the sellers
during the week of October 18, 1999. The timing of these potential
transactions depends on the progress of completion of executed definitive
agreements as well as the completion of due diligence by Middle Bay. Middle
Bay will finance the transactions using existing cash reserves and a new
bank line which is currently being negotiated with a group of banks. The
successful completion of the bank negotiation is an additional contingency
to the closing of the transactions.
The October 7, 1999 press release is filed herewith as Exhibit 99.1, and is
incorporated herein by reference.
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ITEM 7 FINANCIAL STATEMENTS AND EXHIBIT
Exhibits. The following exhibit is filed herewith:
99.1 Press Release issued by the Registrant on October 7, 1999
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: October 22, 1999 By: /s/ Floyd C. Wilson
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Floyd C. Wilson
President, Chief Executive Officer
and Chairman of the Board
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Exhibit 99.1
FOR IMMEDIATE RELEASE For further information contact:
Steve W. Herod
713/759-6808, Ext. 104
MIDDLE BAY OIL COMPANY, INC. ANNOUNCES SIGNIFICANT ACQUISITION
HOUSTON, TEXAS, OCTOBER 7, 1999.... Middle Bay Oil Company, Inc. ("Middle
Bay") (NASDAQ: MBOC) and its largest shareholder, 3TEC Energy Company, LLC,
announced today that Middle Bay has entered into an agreement for the
acquisition of properties and interests owned by a group of private sellers
and managed by Floyd Oil Company. The majority of the properties are located
in Texas and Louisiana. The transaction has an approximate purchase price of
$94 million and is subject to the execution of definitive agreements and
completion of due diligence. Closing is expected to be in October 1999. The
acquisition has an effective date of January 1, 1999.
The properties being acquired have estimated proved reserves on a SEC basis
at August 1, 1999 of 186 BCFE with 73% of the reserves classified as proved
developed producing. The reserves being acquired are 76% natural gas. Middle
Bay will operate the majority of the properties.
On a pro-forma basis, this acquisition will increase Middle Bay's total proved
reserves to 252 BCFE and increase daily production to 39 MMCFPD and 3,600
BOPD.
Floyd C. Wilson, President and Chief Executive Officer of Middle Bay, stated,
"This transaction is an early and significant step in the execution of our
business plan. These properties increase our presence in key operating areas
and add significantly to our attractive and extensive inventory of
development opportunities."
Middle Bay Oil Company, Inc. is an independent oil and gas exploration and
production company, headquartered in Houston, Texas, with operations in
Texas, Louisiana, Kansas and Oklahoma.
The information contained in this press release may contain projections,
estimates and other forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Although the Company believes that its expectations are based on
reasonable assumptions, it can give no assurance that its goals will be
achieved. Important factors that could cause actual results to differ
materially from those included in the forward-looking statements include the
timing and extent of changes in commodity prices for oil and gas,
environmental risks, drilling, producing and operating risks, risks related
to exploration and development, uncertainties about the estimates of reserves,
government regulation, competition and the ability of the Company to meet its
stated business goals.
