SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 13, 1998
SOUTHERN MINERAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-8043 36-2068676
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1201 Louisiana, Suite 3350
Houston, Texas 77002-5609
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 658-9444
500 Dallas, Suite 2800, Houston, Texas 77002-4708
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 13, 1998 Southern Mineral Corporation (the "Registrant") commenced
a cash tender offer to acquire all of the outstanding common stock of Neutrino
Resources, Inc., a Canadian corporation ("Neutrino"). Total cash consideration
is estimated to be U.S.$40,000,000 (Cdn.$57,400,000). In addition, the
Registrant would assume Neutrino's bank debt and working capital deficiency,
which was approximately U.S.$15,000,000 (Cdn.$21,500,000) as of March 31,1998.
This summary is qualified in its entirety by the Registrant's May 13, 1998
press release concerning the above mentioned cash tender offer attached hereto
as an exhibit and incorporated herein by reference.
ITEM 7. EXHIBITS.
99.1 Press Release, dated May 13, 1998, announcing the commencement of a cash
tender offer for all of the outstanding common stock of Neutrino by the
Registrant.
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SIGNATURES
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 hereunto duly authorized.
SOUTHERN MINERAL CORPORATION
Date: May 19, 1998 By: /s/ JAMES H. PRICE
James H. Price
Vice President-Finance
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
99.1 Press Release, dated May 13, 1998, announcing the commencement of a cash
tender offer for all of the outstanding common stock of Neutrino
Resources, Inc. by the Registrant.
Exhibit 99.1
FOR IMMEDIATE RELEASE
May 13, 1998
"SOUTHERN & NEUTRINO SIGN ACQUISITION AGREEMENT"
HOUSTON -- Southern Mineral Corporation (NASDAQ:SMIN) of Houston and Neutrino
Resources, Inc. (Toronto Stock Exchange:NTO) of Calgary announce that they have
signed a definitive agreement for the acquisition of Neutrino by Southern for
cash consideration of Cdn. $1.80 per share. Total cash consideration is
estimated to be U.S. $40 million (Cdn. $57.4 million). In addition, Southern
would be assuming Neutrino's bank debt and working capital deficiency, which was
approximately Cdn. $21.5 million as of March 31, 1998 (U.S. $15 million).
The transaction has been approved by the Board of Directors of both companies.
Southern has indicated its desire to retain the current employees and management
of Neutrino. The definitive agreement embodies a lock-up arrangement with
officers, directors and significant shareholders. Neutrino has agreed to a
breakup fee representing 5% of the total consideration available to
shareholders. Closing is scheduled on or before June 30, 1998.
Based on independent engineering evaluations, Neutrino's total proved reserves
as of January 1, 1998 were 37.4 billion cubic feet of natural gas and 6,146,000
barrels of oil and natural gas liquids for a total of 74.3 billion cubic feet
equivalent (oil and liquids are converted to gas at 6,000 cubic feet for each
barrel). The proposed transaction would increase Southern's total proved
reserves by 78% from an end of the first quarter internal estimate of 94.8
billion cubic feet equivalent to 169 billion cubic feet equivalent.
During the fourth quarter of 1997, Neutrino produced an average of 12.4 million
cubic feet of natural gas and 2,020 barrels of oil and natural gas liquids per
day for a total of 24.5 million cubic feet equivalent of daily production. The
proposed acquisition would increase Southern's daily production to more than 50
million cubic feet equivalent.
The proposed acquisition of Neutrino also increases Southern's undeveloped land
holdings in Canada by more than 400% from 14,695 net acres to 74,670 net acres.
Neutrino also holds an extensive data base of two and three dimensional seismic.
Southern Mineral Corporation is an oil and gas acquisition, exploration and
production company that owns interests in oil and gas properties located along
the Gulf Coast, Mid-Continent, Canada and Ecuador. The Company is listed on the
NASDAQ National Market under the symbol SMIN. Neutrino is listed on The Toronto
Stock Exchange (trading symbol "NTO").
CONTACT SOUTHERN MINERAL CORPORATION: CONTACT NEUTRINO RESOURCES, INC.
James H. Price Jeff Arsenych
Vice President-Finance President and CEO
1201 Louisiana, Suite 3350 300 - 5th Avenue, S.W., Suite 1400
Houston, Texas 77002-5609 Calgary, Alberta T2P 3C4
(713) 658-9444 (403) 215-3500
