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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): March 4, 1999
AVIVA PETROLEUM INC.
(Exact name of registrant as specified in its charter)
Texas 0-22258 75-1432205
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
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 March 4, 1999, that is filed herewith as Exhibit 20.1
is incorporated herein by reference.
Item 7. Exhibits
c) Exhibits
20.1 Press release dated March 4, 1999, announcing the merger plans between
Aviva America, Inc., a wholly owned subsidiary of Aviva Petroleum
Inc., and Sharpe 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: March 5, 1999 /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 March 4, 1999, announcing the merger plans between
Aviva America, Inc., a wholly owned subsidiary of Aviva Petroleum Inc.
and Sharpe Resources Corporation.
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** Filed Herewith
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EXHIBIT 20.1
PRESS RELEASE
[LOGO OF AVIVA APPEARS HERE]
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SHARPE RESOURCES TO ACQUIRE AVIVA AMERICA, INC.
DALLAS, TEXAS, MARCH 4, 1999 . . . . The Chief Executives of Aviva Petroleum
Inc. ("Aviva") (AMEX AVV / London Stock Exchange AVP) and Sharpe Resources
Corporation ("Sharpe") (ME SHO / OTC - SHGPF) have signed a letter of intent to
merge Aviva America, Inc., a wholly-owned subsidiary of Aviva, into Sharpe.
Both Aviva America and Sharpe have operating assets in the shallow waters of the
Gulf of Mexico. Sharpe has additional oil and gas properties onshore U.S. and
Aviva America has oil production in Colombia and exploration prospects in Papua
New Guinea. This will be a stock transaction, whereby Aviva shareholders will
retain their existing Aviva shares and receive one new Sharpe Common Share for
each six Aviva Common Shares held. The transaction will require negotiation and
execution of a definitive merger agreement approved by the Boards of Directors
of both companies and the approvals of the shareholders of each Company. The
transaction will also be subject to the refinancing, extension and increase of
Aviva America's current $15 million bank credit facility.
On a post-merger basis, Sharpe will have approximately 39 million shares issued
and outstanding, of which approximately 20% will be distributed to current Aviva
shareholders and 80% will be held by Sharpe shareholders. Upon completion of
due diligence and definitive agreements, appropriate filings will be made with
U.S. and Canadian regulatory bodies, with the intention of listing all Sharpe
Common Shares on the Montreal Exchange and quoted on the Over the Counter (OTC)
NASD market in the United States.
Ron Suttill, CEO of Aviva, said that the synergy of the companies' Gulf Coast
assets, combined with Sharpe's recent success on its Matagorda property and
Aviva America's Colombian cash flow, creates an entity which, from initial
discussions with lenders, will be in a strong position to restructure existing
debt levels significantly, and move forward aggressively with a development and
acquisition program in the U.S. and Latin America.
Mr. Suttill commented that upon a successful completion of the proposed
transactions outlined today, Aviva Petroleum Inc. will become essentially debt-
free. The Company is currently in discussions with a number of parties relating
to the acquisition of primarily European oil and gas properties by purchase or
merger. These discussions would continue, said Mr. Suttill.
The Company was informed by the American Stock Exchange on October 27, 1998 of
its intention to delist Aviva's Depositary Shares. The Company has appealed
this decision and has been informed that the Depositary Shares will continue to
trade during the appeal process. No decision has been made with respect to the
appeal.
Safe Harbor for Forward-Looking Statements: Except for historical
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information 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 filings with the Securities and Exchange Commission.
Further Information:
Ron Suttill, Aviva Petroleum Inc., Dallas, Texas 214 691 3464
