<PAGE>
- --------------------------------------------------------------------------------
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 30, 1999
SOUTHERN MINERAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-8043 36-2068676
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1201 Louisiana Street, Suite 3350 77002-5609
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 658-9444
- --------------------------------------------------------------------------------
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 30, 1999, the Registrant sold its Brushy Creek Field interest
to ANR Production Company for $15.2 million in cash.
The foregoing summary is qualified in its entirety by (i) the terms and
conditions of the sale of the Registrant's Brushy Creek Field interests to ANR
Production Company as more fully described in the Purchase and Sale Agreement,
dated July 9, 1999, by and between the Registrant and ANR Production Company,
copy of which is included as Exhibit 10.34 to the Registrant's Form S-4
(Commission File No. 333-83345) and is incorporated herein by this reference and
(ii) the Registrant's press release, dated August 2, 1999, a copy of which is
included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by this reference.
ITEM 5. OTHER EVENTS.
On August 4, 1999, the Registrant's securities were delisted from The
Nasdaq Stock Market's National Market. The Registrant's Common Stock will be
quoted and traded on the OTC Bulletin Board.
The foregoing summary is qualified in its entirety by the Registrant's
press release, dated August 5, 1999, a copy of which is included as Exhibit 99.2
to this Current report on Form 8-K and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Acquired Business. Not applicable.
(b) Pro Forma Financial Information. The pro forma financial statements
required pursuant to Article 11 of Regulation S-X will be filed by
amendment to this Current Report on Form 8-K not later than sixty (60)
days after the date on which this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
2.1 Purchase and Sale Agreement, dated July 9, 1999, by and between the
Registrant and ANR Production Company (incorporated by reference to
Exhibit 10.34 to Form S-4 (Commission File No. 333-83345)).
99.1 Press Release, dated August 2, 1999.
99.2 Press Release, dated August 5, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHERN MINERAL CORPORATION
Date: August 16, 1999 By: /s/ MICHAEL E. LUTTRELL
-------------------------------
Michael E. Luttrell
Vice President-Finance and
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- ------
2.1 Purchase and Sale Agreement, dated July 9, 1999, by and between the
Registrant and ANR Production Company (incorporated by reference to
Exhibit 10.34 to Form S-4 (Commission File No. 333-83345)).
99.1 Press Release, dated August 2, 1999.
99.2 Press Release, dated August 5, 1999.
<PAGE>
CONTACT:
Michael E. Luttrell
Vice President-Finance
and CFO
(713) 658-9444
August 2, 1999
SOUTHERN MINERAL SELLS SOUTH TEXAS GAS PROPERTY
Houston, Texas - Southern Mineral Corporation (NASDAQ: SMIN) today announced the
sale of its interests in the Brushy Creek Field in Lavaca and Dewitt counties of
Texas to ANR Production Company for $15.2 million. Closing on the Texan Gardens
field has been extended for up to 30 days. The Company has earmarked the
majority of the proceeds of this sale for reduction in its domestic bank
indebtedness.
Southern Mineral Corporation is an oil and gas acquisition, exploration and
production company that owns interests in oil and gas properties located along
the Texas Gulf Coast, Canada and Ecuador. The Company's principal assets include
interests in the Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada. The Company is listed on the NASDAQ National Market under the
symbol SMIN.
This news release contains forward-looking statements within the meaning of the
Securities Litigation Reform Act. The projections and statements reflect the
Company's current views with respect to future events and financial performance
that involve risks and uncertainties including uncertainties related to
successful negotiations with other parties, price volatility, production levels,
closing of the transaction, capital availability, operational and other risks,
uncertainties and factors described from time to time in the Company's publicly
available SEC reports. Actual results may differ materially from those
projected.
<PAGE>
CONTACT:
Michael E. Luttrell
Vice President-Finance
and Chief Financial Officer
(713) 658-9444
August 5, 1999
SOUTHERN MINERAL CORPORATION ANNOUNCES
DELISTING OF COMMON STOCK
HOUSTON, TX - Southern Mineral Corporation (OTC Bulletin Board: SMIN) today
announced that effective with the close of business on August 4, 1999, its
securities were delisted from the Nasdaq National Market. The Company announced
that this action was attributable to its inability to satisfy the Nasdaq
National Market maintenance standards for the continued listing of its
securities including a minimum share bid price of $5.00 per share. The Company
stated that following this delisting the Company's Common Stock will continue to
be quoted and traded on the OTC Bulletin Board under the same symbol, SMIN.
Additionally, the Company intends to request a review of the delisting decision
by the Nasdaq Review Council.
Southern Mineral Corporation is an oil and gas acquisition, exploration and
production company that owns interests in oil and gas properties located along
the Texas Gulf Coast, Canada and Ecuador. The Company's principal assets include
interests in the Big Escambia Creek field in Alabama and the Pine Creek field in
Alberta, Canada.
This news release contains forward-looking statements within the meaning of the
Securities Litigation Reform Act. The projections and statements reflect the
Company's current views with respect to future events and financial performance
that involve risks and uncertainties including uncertainties related to
successful negotiations with other parties, price volatility, production levels,
closing of the transaction, capital availability, operational and other risks,
uncertainties and factors described from time to time in the Company's publicly
available SEC reports. Actual results may differ materially from those
projected.
