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) July 26, 1996
PetroCorp Incorporated
(Exact name of registrant as specified in its charter)
Texas 0-22650 76-0380430
(State or other jurisdiction (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060-2391
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 875-2500
Not applicable
(Former name or former address, if changed since last report)
Item 2. Changes in Control of Registrant.
On July 26, 1996, Kaiser-Francis Oil Company ("Kaiser-Francis"), a wholly
owned subsidiary of GBK Corporation, a privately held corporation all of whose
outstanding capital stock is owned by George B. Kaiser or his affiliates,
completed the purchase of 2,121,000 shares of Common Stock, par value $.01 per
share, of PetroCorp Incorporated (the "Company") in a privately negotiated
transaction at a per share price of $8.25 (for an aggregate purchase price
of $17,498,250). This purchase, which represents approximately 24.7% of the
Company's outstanding shares, was made from five limited partnerships (the
"First Reserve Funds") controlled by First Reserve Corporation as the managing
general partner of each of the funds. The First Reserve Funds no longer own
any shares of the Company's Common Stock.
In addition to the privately negotiated purchase, Kaiser-Francis informed
the Company pursuant to a Schedule 13D that it has also made open market
purchases of an aggregate of 382,800 shares of Common Stock. According to
Kaiser-Francis, the funds used by it in purchasing the aggregate of 2,505,300
shares of Common Stock, representing approximately 29.2% of the Company's
outstanding shares, were all from the working capital of Kaiser-Francis.
According to Kaiser-Francis, it has acquired its shares of Common Stock
primarily to hold for investment. Dependent upon market conditions, pricing,
and availability, Kaiser-Francis intends to acquire additional shares of
PetroCorp. Kaiser-Francis has no intention of attempting to affect any
change in the business plan, policies, officers or directors of PetroCorp.
Dependent upon market conditions, pricing, industry conditions and company
performance, Kaiser-Francis may determine to sell all or part of its
shareholdings.
On August 1, 1996 following the sale by the First Reserve Funds of all
of their shares of Common Stock, John H. Hill, Chairman of First Reserve
Corporation, and David H. Kennedy, Managing Director of First Reserve
Corporation, resigned from their positions as members of the Board of
Directors of the Company. The Company's Board of Directors accepted these
resignations and elected Gary R. Christopher with Kaiser-Francis Oil Company
to fill one of the vacated positions as a Class III director whose term
expires at the Company's annual meeting in 1999. Mr. Christopher will also
serve on each of the Audit, Nominating and Compensation committees of the
Board.
The table below sets forth the number and percentage of shares
beneficially owned by each of the Company's principal shareholders following
the purchase by Kaiser-Francis:
Shares Percentage of Shares
Outstanding on
July 26, 1996
------------- ------------------
Kaiser-Francis Oil Company 2,505,300 29.2%
USF&G Corporation 1,731,000 20.2%
L.S. Holding Company
(indirect, wholly owned
subsidiary of CIGNA
Corporation) 1,586,157 18.5%
Hughes Investment
Management Company
(information as of
12/31/95) 520,000 6.1%
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibits
99.1 Press release dated June 27, 1996.
99.2 Press release dated August 1, 1996.
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August 6, 1996 PETROCORP INCORPORATED
(Registrant)
(Signature)
Craig K. Townsend
Vice President-Finance, Secretary
and Treasurer
EX.-99.1
FOR IMMEDIATE RELEASE
PETROCORP SHARES CHANGE HANDS
HOUSTON (June 27, 1996) - PetroCorp Incorporated (NASDAQ:PETR) announced
today that hit has been advised by Kaiser-Francis Oil Company and First
Reserve Corporation that shares owned of record and beneficially by investment
partnerships managed by First Reserve Corporation are to be sold in a private
transaction to Kaiser-Francis Oil Company. First Reserve and Kaiser-Francis
have entered into a definitive agreement for the sale of the shares, subject
only to clearance required under the Hart-Scott-Rodino Act.
The shares to be purchased by Kaiser-Francis total 2,121,000, or 24.7% of
the shares outstanding. Kaiser-Francis had previously acquired approximately
4.5% of PetroCorp's outstanding shares in open market purchases beginning in
March 1995. The transaction with First Reserve will bring Kaiser-Francis'
total ownership to 2,503,800 shares, or 29.2% of the shares outstanding.
Kaiser-Francis has informed PetroCorp that it has acquired its shares of
PetroCorp Common Stock primarily to hold for investment. Kaiser-Francis has
stated it has no intentions of attempting to effect any changes in the business
plan or policies of PetroCorp.
First Reserve intends to redeploy the proceeds from the stock sale into
other energy investments.
Regarding the transaction between Kaiser-Francis and First Reserve, W.
Neil McBean, President and Chief Executive Officer of PetroCorp, stated,
"We have regarded Kaiser-Francis as an astute competitor for many years,
particularly in recognizing and acquiring under-valued oil and gas reserves.
The investment by Kaiser-Francis in PetroCorp furthers the respect that
we have for George Kaiser and his organization. As we continue the progress
that we have achieved in our operations, we hope that Kaiser-Francis and our
other shareholders will benefit through continued improvement, as seen in
recent weeks, in market recognition of both the value of our assets and of
our potential."
PetroCorp, a Houston-based company, explores, develops and acquires oil
and gas properties in North America. The Company operates principally in
the states of Colorado, Oklahoma, Kansas, Texas and Mississippi and in the
province of Alberta, Canada.
CONTACT: Craig T. Townsend, Vice President - Finance, (713) 875-2500
FOR IMMEDIATE RELEASE
PETROCORP MAKES
CHANGES TO BOARD OF DIRECTORS
HOUSTON (August 1, 1996) - PetroCorp Incorporated (NASDAQ:PETR) announced
today that Kaiser-Francis Oil Company has completed its purchase of the
PetroCorp Common Stock owned directly or beneficially by investment partnerships
managed by First Reserve Corporation. Kaiser-Francis purchased 2,121,000
shares, or 24.7% of the shares outstanding, from First Reserve in a private
transaction on July 26, 1996. This transaction brings Kaiser-Francis' total
ownership in PetroCorp to 2,503,800 shares, or 29.2% of the shares
outstanding.
After the sale of the shares owned by First Reserve, Mr. John H. Hill,
Chairman of First Reserve Corporation, and Mr. David H. Kennedy, Managing
Director of First Reserve Corporation, resigned from their Director positions
with the company. Earlier today, the company's Board accepted these
resignations and elected Mr. Gary R. Christopher with Kaiser-Francis Oil
Company to fill one of the vacated positions.
Additional actions taken by the company's Board today included the
acceptance of the resignation of Mr. G. Jay Erbe, Jr., Vice President of
USF&G Corporation, from the company's Board of Directors and amending the
company's Bylaws to reduce the number of Directors from nine to seven. As
a result of these changes, the Board now consists of three outside Directors
employed by the company's three largest shareholders, two other outside
Directors and two Directors from the company's management.
PetroCorp, a Houston-based company, explores, develops and acquires oil
and gas properties in North America. The Company operates principally in
the states of Colorado, Oklahoma, Kansas, Texas and Mississippi and in the
province of Alberta, Canada.
CONTACT: Craig K. Townsend, Vice President - Finance, (713) 875-2500.
