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) October 15, 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 October 15, 1996, PetroCorp Incorporated (the "Company") announced that
it had been advised by 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, that Kaiser-Francis had purchased of 1,586,157 shares of Common
Stock, par value $.01 per share, of the Company in a privately negotiated
transaction at a per share price of $8.25. This purchase, which represents
approximately 18.5% of the Company's outstanding shares, was made from L.S.
Holding Company, an indirect, wholly-owned subsidiary of CIGNA Corporation.
L.S. Holding and CIGNA no longer own any shares of the Company's Common
Stock.
This transaction brings Kaiser-Francis' total ownership to 4,094,457 shares
of Company Common Stock, or 47.7% of the shares outstanding. Kaiser-Francis
has previously acquired shares in the open market and in a private
acquisition from investment partnerships managed by First Reserve Corporation.
Kaiser-Francis informed the Company pursuant to a Schedule 13D that 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.
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:
Percentage of Shares
Outstanding on
Shares October 15, 1996
___________ ------------------
Kaiser-Francis Oil Company 4,092,957 47.7%
USF&G Corporation 1,731,000 20.2%
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 October 15, 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: October 22, 1996 PETROCORP INCORPORATED
(Registrant)
/s/ Craig K. Townsend
Craig K. Townsend
Vice President-Finance, Secretary
and Treasurer
FOR IMMEDIATE RELEASE
KAISER FRANCIS INCREASES STAKE IN PETROCORP
HOUSTON (October 15, 1996) - PetroCorp Incorporated (NASDAQ:PETR) announced
today that it has been advised by Kaiser-Francis Oil Company and CIGNA
Corporation that shares owned by L.S. Holding Company, an indirect,
wholly-owned subsidiary of CIGNA Corporation, have been sold in a private
transaction to Kaiser-Francis Oil Company.
Kaiser-Francis has informed PetroCorp that it has acquired its shares of
PetroCorp Common Stock to hold for investment purposes and has no intentions
of attempting to effect any change in the management, business plan or
policies of PetroCorp. Gary Christopher with Kaiser-Francis and a PetroCorp
stated, "Our interest in increasing our investment in the company simply
reflects the view that the assets are not fully valued by the market. We
highly respect PetroCorp's management and feel the company has an excellent
asset base with a solid team of professionals that can profitably build
from this base through their focused exploration and acquisition efforts."
The shares purchased by Kaiser-Francis total 1,586,157, or 18.5% of the
shares outstanding, at $8.25 per share. Kaiser-Francis had previously
acquired 29.2% of PetroCorp's outstanding shares in open market purchases
and from investment partnerships managed by First Reserve Corporation.
The transaction with CIGNA brings Kaiser-Francis' total ownership to
4,094,457 shares,or 47.7% of the shares outstanding.
Regarding the transaction between Kaiser-Francis and CIGNA, Neil McBean,
President and Chief Executive Officer of PetroCorp, states,
"Kaiser-Francis has clearly become our largest shareholder.
We welcome this as an affirmation of the success we have achieved in
building an inventory of high quality oil and gas reserves, an inventory
of high quality exploration opportunities and a dedicated staff that can
transform opportunities in both exploration and acquisition into increased
shareholder value.
CIGNA has been a long-term supporter of PetroCorp -- a relationship we
have valued highly. Their asset rationalization strategy is very much
consistent with our own asset management strategy. Although we will no
longer be partners, we will always be friends."
Several years ago CIGNA instituted a strategy to exit its oil and gas
investments, and re-deploy assets to its core businesses. In line with
this strategy, CIGNA began the process of reducing its investment in
PetroCorp when it sold 550,000 common shares during PetroCorp's initial
public offering in 1993. The sale to Kaiser-Francis completes CIGNA's exit
strategy.
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.
