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FILED PURSUANT TO RULE 14A-6(B) AND RULE 424(B)(3)
REGISTRATION STATEMENT NO. 333-58061
AVIVA PETROLEUM INC.
SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
DATED SEPTEMBER 8, 1998
THE DATE OF THIS SUPPLEMENT IS OCTOBER 12, 1998
The following information, included as Item 6 in a Current Report on Form
8-K filed by Aviva Petroleum Inc. on October 9, 1998, supplements the proxy
statement/prospectus dated September 8, 1998 (the "Proxy Statement") of Aviva
Petroleum Inc. relating to the proposed merger (the "Merger") of Aviva Merger,
Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Aviva
Petroleum Inc., a Texas corporation (the "Company"), with and into Garnet
Resources Corporation, a Delaware corporation ("Garnet"), pursuant to the
Agreement and Plan of Merger dated as of June 24, 1998 among the Company, Aviva
Merger, Inc. and Garnet (the "Merger Agreement"). Unless otherwise defined
herein, certain capitalized terms have the meanings ascribed to them in the
Proxy Statement.
On October 2, 1998, James E. Tracey, a director of the Company, resigned
from the board of directors of the Company. According to the letter of
resignation, Mr. Tracey resigned because the Company mailed to its stockholders
the Proxy Statement prior to entering into a new definitive credit facility with
the Company's lenders. Mr. Tracey also objected to "the failure to provide
[him] with a copy of the SEC filings, even though [he] asked on two
occasions. . . ."
The Merger Agreement, which governs the Merger, provides, as stated in the
Proxy Statement, that consummation of the Merger is conditioned on the bank
having made available to the Company a credit line of $15,000,000. At the time
that it approved the Merger Agreement, the Company's board of directors
authorized the officers of the Company to file the Registration Statement and to
mail the Proxy Statement to the Company's stockholders. Given the substantial
financial difficulties currently faced by both the Company and Garnet, the
officers of both companies determined that it was in the best interests of their
respective stockholders to distribute the Proxy Statement as soon as the
Registration Statement was declared effective.
Copies of a draft of the Registration Statement on Form S-4, including a
draft of the Proxy Statement included therein, were mailed to the directors of
the Company. Copies of the Registration Statement, as originally filed, were
delivered to the Company's U.S. directors and to the Company's London legal
representative with instructions to forward them to several persons, including
Mr. Tracey (which forward delivery to Mr. Tracey may not have occurred).
The Proxy Statement discloses the terms of the agreement in principle
between the Company and its lenders. Pending completion of a definitive credit
facility, the Company's senior lender, ING (U.S.) Capital Corporation, advanced
the sum of $760,000 to the Company on August 10, 1998 pursuant to the terms of
an amendment to its existing credit facility. Failure to consummate the Merger
by October 31, 1998 would result in an event of default under the terms of this
amendment. The Company anticipates that a definitive bank credit facility will
be executed and delivered prior to the date of the meetings of the stockholders
of the Company and Garnet (both of which are scheduled to occur on October 20,
1998).
THE DIRECTORS OF THE COMPANY RECOMMEND THAT THE HOLDERS OF THE COMPANY'S
COMMON STOCK VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
DEBENTURE PURCHASE AGREEMENT. IF YOU DECIDE TO CHANGE YOUR VOTE BASED ON THE
INFORMATION CONTAINED IN THIS SUPPLEMENT, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY CARD.
