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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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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INFORMATION TO BE INCLUDED IN THE REPORT
This Report on Form 8-K/A amends the Registrant's Report on Form 8-K dated
June 8, 2000, which was filed on June 22, 2000, to include the pro forma
financial information required by Item 7 of Form 8-K.
Item 7. Financial Statements and Exhibits
b) Pro Forma Historical Financial Information
Pro Forma Unaudited Consolidated Statement of Operations for the year ended
December 31, 1999 (see page 2).
Pro Forma Unaudited Consolidated Statement of Operations for the six months
ended June 30, 2000 (see page 3).
Notes to Pro Forma Unaudited Consolidated Financial Statements (see page 4).
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.
_______________________
* Incorporated herein by reference from the Registrant's Report on Form
8-K dated June 8, 2000, and filed on June 22, 2000.
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AVIVA PETROLEUM INC. AND SUBSIDIARIES
Pro Forma Unaudited Consolidated Statement of Operations
Year Ended December 31, 1999
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma
Historical Pro Forma Adjusted
Amounts Adjustments Amounts
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<S> <C> <C> <C>
Revenue:
Oil and gas sales $ 6,797 $(4,421) (a) $ 2,376
Services fee - 625 (b) 625
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Total revenue 6,797 (3,796) 3,001
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Expense:
Production 3,575 (1,869) (a) 1,706
Depreciation, depletion and amortization 1,000 (732) (a) 268
General and administrative 1,245 (37) (c) 1,208
Recovery of losses on accounts receivable (101) - (101)
Severance 62 (48) (a) 14
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Total expense 5,781 (2,686) 3,095
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Other income (expense):
Interest and other income (expense), net 259 (109) (a) 150
Interest expense (1,396) 1,128 (d) (268)
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Total other income (expense) (1,137) 1,019 (118)
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Loss before income taxes (121) (91) (212)
Income taxes (282) 219 (e) (63)
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Net loss $ (403) $ 128 $ (275)
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Weighted average common shares outstanding -
basic and diluted 46,813 46,813
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Basic and diluted net loss per common share $ (0.01) $ (0.01)
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</TABLE>
See accompanying notes to pro forma unaudited consolidated financial statements.
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AVIVA PETROLEUM INC. AND SUBSIDIARIES
Pro Forma Unaudited Consolidated Statement of Operations
Six Months Ended June 30, 2000
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma
Historical Pro Forma Adjusted
Amounts Adjustments Amounts
----------- ----------- ---------
<S> <C> <C> <C>
Revenue:
Oil and gas sales $ 4,313 $(2,625) (f) $1,688
Services fee 55 160 (b) 215
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Total revenue 4,368 (2,465) 1,903
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Expense:
Production 1,554 (751) (f) 803
Depreciation, depletion and amortization 397 (254) (f) 143
General and administrative 584 (32) (g) 552
Recovery of losses on accounts receivable (110) - (110)
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Total expense 2,425 (1,037) 1,388
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Other income (expense):
Interest and other income (expense), net 102 (85) (f) 17
Interest expense (684) 555 (h) (129)
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Total other income (expense) (582) 470 (112)
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Earnings before income taxes 1,361 (958) 403
Income taxes (193) 144 (e) (49)
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Net earnings $ 1,168 $ (814) $ 354
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Weighted average common shares outstanding -
basic and diluted 46,900 46,900
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Basic and diluted net earnings per common share $ 0.02 $ 0.01
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</TABLE>
See accompanying notes to pro forma unaudited consolidated financial statements.
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AVIVA PETROLEUM INC. AND SUBSIDIARIES
Notes to Pro Forma Unaudited Consolidated Financial Statements
1. Basis of Presentation
The accompanying pro forma unaudited consolidated statements of operations
have been prepared to present the effect of Aviva Petroleum Inc.'s (the
"Company") debt restructuring with, and transfer of partnership interests
to, Crosby Capital, LLC ("Crosby"), which occurred on June 8, 2000. The pro
forma unaudited consolidated statements of operations for the year ended
December 31, 1999 and for the six months ended June 30, 2000 have been
prepared as if the transaction occurred on January 1, 1999. Subsequent to
the transfer of the partnership interests to Crosby, the Company will
continue to consolidate its proportionate share of the partnership's assets
and liabilities.
The Company recognized a gain of $3,452,000 on the transfer of the
partnership interests to Crosby representing the excess of the fair value
over the book value of the interests transferred. The Company also
recognized an extraordinary gain of $4,680,000 on the extinguishment of the
debt. Such gains have been excluded from the pro forma unaudited
consolidated financial statements.
The pro forma unaudited consolidated financial statements are for
illustration purposes only and may not be indicative of the results of
operations that actually would have occurred if the transaction had
occurred on the date indicated nor do they purport to indicate the future
results of operations of the Company. The pro forma unaudited consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Report on Form 10-K,
filed with the Securities and Exchange Commission on March 30, 2000, and
the Company's Report on Form 10-Q, filed on August 14, 2000.
The pro forma unaudited consolidated financial statements are based on
available information and management of the Company believes that all
adjustments necessary to present fairly such pro forma unaudited
consolidated financial statements have been made based on the terms and
structure of the transaction.
2. Pro Forma Adjustments
(a) To adjust for the reduction in ownership interest by the Company in
Argosy Energy International ("Argosy") from 99.6196% to 22.1196%.
Argosy holds the Company's Colombian properties.
(b) To record fees pursuant to the Service Agreement whereby Aviva
Overseas Inc. provides certain services in administering the Colombian
assets. The fee is $71,000 per month for the first ten months, $46,000
per month for the following twelve months and $21,000 per month
thereafter. The recorded amount is net of Aviva Overseas' 22.1196%
share of the fees.
(c) To adjust for the ownership interest reduction as described in (a)
above and reduce capitalized general and administrative ("G&A")
expense by $13,129.
(d) To remove historical interest expense relating to the extinguished
debt and record interest at 10% per annum on $2,750,000 and revised
capitalized interest of $25,321.
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AVIVA PETROLEUM INC. AND SUBSIDIARIES
Notes to Pro Forma Unaudited Consolidated Financial Statements
(continued)
(e) To remove income tax expense attributable to the entries described
above.
(f) To adjust for the ownership interest reduction as described in (a)
above for the five-month period ended May 31, 2000, which was the
effective date of the transaction.
(g) To adjust for the ownership interest reduction as described in (a)
above for the five-month period ended May 31, 2000, reduce capitalized
G&A by $7,119 and remove $25,000 of compensation expense relating to
stock transferred to management and the Board of Directors.
(h) To remove historical interest expense relating to the extinguished
debt and record interest at 10% per annum on $2,750,000 and revised
capitalized interest of $13,252.
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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: August 16, 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.
________________________
* Incorporated herein by reference from the Registrant's Report on Form
8-K dated June 8, 2000, and filed on June 22, 2000.
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