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UNITED STATES
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): April 17, 1998
AVIVA PETROLEUM INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-22258 75-1432205
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
8235 DOUGLAS AVENUE, 75225
SUITE 400, DALLAS, TEXAS (Zip Code)
(Address of principal executive offices)
(214) 691-3464
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The press release dated April 17, 1998, that is filed herewith as Exhibit
20.1 is incorporated herein by reference.
ITEM 7. EXHIBITS
c) Exhibits
20.1 Press release dated April 17, 1998, announcing the merger plans
between Aviva Petroleum Inc. and Garnet Resources Corporation.
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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 thereunto duly authorized.
AVIVA PETROLEUM INC.
Date: April 17, 1998 /s/ James L. Busby
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James L. Busby
Treasurer and Secretary
(principal financial and accounting officer)
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EXHIBITS
Number Description of Exhibit
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**20.1 Press release dated April 17, 1998, announcing the merger plans
between Aviva Petroleum Inc. and Garnet Resources Corporation.
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** Filed Herewith
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EXHIBIT 20.1
PRESS RELEASE
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AVIVA PETROLEUM AND GARNET RESOURCES
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ANNOUNCE MERGER PLANS
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DALLAS, TEXAS, April 17, 1998 ... Aviva Petroleum Inc. (AMEX "AVV") and Garnet
Resources Corporation (OTC BB: "GARN") announced today that they have signed a
letter of intent to merge the two companies.
The proposed arrangements include Aviva refinancing Garnet's outstanding debt to
the U.S. Overseas Private Investment Corporation (OPIC), issuing approximately
1.1 million and 13.0 million new Aviva common shares to Garnet's shareholders
and debenture holders, respectively, and canceling Garnet's US$15 million of 9
1/2% subordinated debentures due December 21, 1998.
ING Baring (U.S.) Securities, Inc., Aviva's existing lender, has been asked to
arrange a new US$15 million credit agreement with Aviva for purposes of
refinancing the OPIC debt and providing the funds to commence drilling Aviva's
shallow oil and gas prospects at its Breton Sound property in the Gulf of
Mexico.
Completion of the arrangements outlined above is planned to take place before
the end of July, and is subject to various contingencies including approvals by
the lender, OPIC, Colombian agencies and shareholders of Aviva and Garnet.
Documentation, including an Agreement and Plan of Merger, will be sent to
shareholders as soon as possible.
Ron Suttill, Aviva's CEO, said: "This merger makes good sense for both
companies. Consolidating ownership of Aviva and Garnet will enable operational,
management and overhead cost savings to be achieved in the near-term,
particularly in Colombia where each company has an interest in the same
properties. At year-end 1997, Garnet had 1.8 million barrels of proved oil
reserves in Colombia, compared to Aviva's 1.5 million barrels."
"In addition, this package of measures may provide Aviva the necessary financing
to drill what has been a high priority target for some time. The shallow
prospects in Breton Sound are relatively low cost, and we believe low risk, and
have the potential to add significantly to both reserves and production."
The surviving entity will be Aviva, with a Board comprised of Ron Suttill as
CEO, Gene Fiedorek, of Dallas, currently an Aviva director, and Robert Cresci,
of New York, currently a Garnet director. Doug Fry, CEO of Garnet, will
continue as a consultant for a period of three months following completion of
the merger.
In addition to its Colombian interests, Garnet Resources also holds a Carried
Working Interest in an oil and gas Production Prospecting License in Papua New
Guinea.
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Aviva is engaged in exploration for and development and production of oil and
gas in Colombia and offshore in the United States. The Company's Depositary
Receipts (one of which equals five common shares) are traded on the American
Stock Exchange under the ticker symbol "AVV", and its common shares are quoted
on the London Stock Exchange under the symbol "AVP".
Safe Harbor for Forward-Looking Statements: Except for historical information
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contained herein, the statements in this press release are forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
known and unknown risks and uncertainties which may cause the Company's actual
results in future periods to differ materially from forecasted results. These
risks and uncertainties include, among other things, general economic
conditions, volatility of oil and gas prices, the impact of possible
geopolitical occurrences world-wide, imprecision of reserve estimates, changes
in laws and regulations, unforeseen engineering and mechanical or technological
difficulties in drilling or working-over wells, and other risks described in the
Company's Annual Report on Form 10-K and other filings with the Securities and
Exchange Commission.
Further Information:
Ron Suttill
Aviva Petroleum Inc.
Dallas, Texas
214 691 3464
