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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): June 8, 2000
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 2. Acquisition or Disposition of Assets
On June 8, 2000, Aviva Petroleum Inc. (the "Company") entered into agreements
with the Company's senior secured lender, Crosby Capital, LLC ("Crosby"), in
order to restructure the Company's senior debt which, including unpaid
interest, aggregated $16,103,064 as of May 31, 2000. Pursuant to the
agreements, Crosby canceled $13,353,064 of such debt and transferred to the
Company 1,200,000 shares of the Company's common stock and warrants for
1,500,000 shares of the Company's common stock in exchange for the general
partner rights and an initial 77.5% partnership interest in Argosy Energy
International ("Argosy"), a Utah limited partnership, which holds the
Company's Colombian properties. Following the transaction, Aviva Overseas,
Inc. ("Aviva Overseas"), a wholly owned subsidiary of the Company, owns a
22.1196% limited partnership interest in Argosy. An additional 7.5% limited
partnership interest will be transferred from Crosby to Aviva Overseas when
Crosby has received in distributions from Argosy an amount equal to
$3,500,000 plus interest at the prime rate plus 1% on the outstanding balance
thereof.
In order to assist Crosby in maximizing the value of its interest in Argosy,
Crosby entered into a Service Agreement with Aviva Overseas pursuant to which
Aviva Overseas will provide certain services in administering Crosby's
Colombian assets in exchange for a monthly fee. The fee is $71,000 per month
for the period June 1, 2000 through March 31, 2001, $46,000 per month for the
period April 1, 2001 through March 31, 2002, and $21,000 per month thereafter
as long as the contract is in effect. The Service Agreement provides for a
term of 22 months and will continue thereafter from month to month unless
terminated by 30-day written notice by either party.
Crosby retains its interest as senior secured lender in respect of the
Company's remaining debt of $2,750,000, which continues to be guaranteed by
the Company and its subsidiaries, including Aviva America, Inc., a wholly
owned subsidiary, which owns working interests in oil and gas properties at
Main Pass Block 41 and Breton Sound Block 31 fields, offshore Louisiana. Such
remaining debt accrues interest at 10% per annum, compounded annually, and is
due and payable on December 31, 2001. The remaining debt, however, may be
converted by the Company, under certain circumstances, into a 15% net profits
interest payable to Crosby in any new production at Breton Sound Block 31
field.
Item 7. Financial Statements and Exhibits
b) Pro Forma Historical Financial Information
As permitted by Form 8-K, the required pro forma financial information
reflecting the transaction with Crosby Capital, LLC will be filed by amendment
to this Form 8-K not later than August 22, 2000.
c) Exhibits
2.1 Loan, Settlement and Acquisition Agreement dated effective May 31,
2000, by and among Crosby Capital, LLC, Aviva Petroleum Inc., Aviva
America, Inc., Aviva Operating Company, Aviva Overseas, Inc., Neo
Energy, Inc., Garnet Resources Corporation, Argosy Energy, Inc., and
Argosy Energy International.
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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: June 22, 2000 /s/ James L. Busby
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James L. Busby
Secretary, Treasurer and Chief Financial Officer
(principal financial and accounting officer)
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EXHIBITS
Number Description of Exhibit
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**2.1 Loan, Settlement and Acquisition Agreement dated effective May
31, 2000, by and among Crosby Capital, LLC, Aviva Petroleum Inc.,
Aviva America, Inc., Aviva Operating Company, Aviva Overseas,
Inc., Neo Energy, Inc., Garnet Resources Corporation, Argosy
Energy, Inc., and Argosy Energy International.
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**Filed Herewith
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