UNITED STATES
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): APRIL 30, 1997
ALLIANCE RESOURCES PLC
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(Exact name of registrant as specified in its charter)
ENGLAND AND WALES 0-27750 NONE
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
KINGSBURY HOUSE, 15-17 KING STREET, LONDON SW1Y 6QU
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 44 (171) 930-9337
CORPDAL:65491.2 30122-00002
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective May 1, 1997, Alliance Resources Plc ("Alliance"), completed
its acquisition of LaTex Resources, Inc. ("LaTex"), in which a newly formed,
wholly owned subsidiary of Alliance merged (the "Merger") with and into LaTex,
with LaTex being the surviving corporation in the Merger. In consideration of
the Merger, the former shareholders of LaTex received an aggregate of 21,448,787
shares of Alliance, par value (pound)0.40 per share (the "New Alliance Shares")
and warrants to purchase an additional 1,927,908 New Alliance Shares.
As a result of the Merger, after giving effect to a 40-to-1 reserve
stock split of the Alliance ordinary shares, each LaTex shareholder at the close
of business on April 30, 1997, received 0.85981 of a New Alliance Share for each
share of LaTex Common Stock then held, 2.58201 New Alliance Shares for each
share of LaTex Series A stock then held, 6.17632 New Alliance Shares for each
share of LaTex Series B stock then held, and a warrant to purchase 0.85981 of a
New Alliance Share for each share of LaTex Common Stock subject to warrants
issued by LaTex then held.
Alliance has also issued 1,500,000 New Alliance Shares, convertible
loan notes and warrants to LaTex's bank in payment of certain fees and in
exchange for an overriding royalty interest held by the bank. As a result of the
Merger and related transactions, Alliance has outstanding approximately
31,052,603 New Alliance Shares, warrants to purchase up to 3,138,946 New
Alliance Shares and convertible loan notes convertible into 1,078,125 New
Alliance Shares.
After the close of business on April 30, 1997, no transfer of LaTex
shares will be effected. As soon as practicable, a letter of transmittal will be
mailed to all holders of LaTex shares to be used by those holders in
surrendering to the transfer agent of Alliance their stock certificates
representing LaTex shares and to receive in exchange certificates representing
New Alliance Shares. The New Alliance Shares will be listed on the London Stock
Exchange under the symbol "ARS." The consideration paid in the Merger and
related transactions was determined through arms-length negotiations.
The Merger and related transactions are intended to create an oil and
gas exploration, development and production company with greater opportunity for
growth through domestic acquisition and participation in foreign concessions
than either of the companies could achieve separately. Management of Alliance
intends to focus particularly on opportunities in the United States, the former
Soviet Union and the Middle East.
The Merger and the transactions related thereto are described in
greater detail in the joint Proxy Statement/Prospectus of Alliance and LaTex
dated March 14, 1997, which is incorporated by reference as an exhibit to this
report.
CORPDAL:65491.2 30122-00002
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable to provide all of the required financial statements
for LaTex at this time. The registrant will file such financial statements as
soon as practicable, but no later than 60 days after this report must be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
statements for Alliance at this time. The registrant will file such financial
statements as soon as practicable, but no later than 60 days after this report
must be filed.
(C) EXHIBITS.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
99.1 Press Release announcing completion of the Merger.
99.2 Proxy Statement/Prospectus of Alliance with respect
to the Merger dated March 14, 1997 (incorporated by
reference to the filing made pursuant to Rule
424(b)(3) on April 18, 1997).
CORPDAL:65491.2 30122-00002
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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 of the
undersigned hereunto duly authorized.
ALLIANCE RESOURCES PLC
Date: May 15, 1997 By: /s/ John A. Keenan
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Name: John A. Keenan
Title: Managing Director
CORPDAL:65491.2 30122-00002
Exhibit 99.1
Alliance Resources Plc & LaTex Resources, Inc. Announce Completion of Merger
TULSA, Okla., April 30 -- Alliance Resources Plc, which is traded on the London
Stock Exchange, and LaTex Resources, Inc. (Nasdaq: LATX) today announced the
completion of the merger of LaTex with a wholly-owned subsidiary of Alliance.
As a result of the Merger, after giving effect to a 40-to-1 reserve stock split
of the Alliance shares, each LaTex shareholder at the close of business on April
30, 1997, will receive 0.85981 of a new Alliance share for each share of LaTex
Common Stock then held, 2.58201 new Alliance shares for each share of LaTex
Series A stock then held, 6.17632 new Alliance shares for each share of LaTex
Series B stock then held, and a warrant to purchase 0.85981 of a new Alliance
share for each share of LaTex Common Stock subject to warrants issued by LaTex
then held.
Alliance has also issued new Alliance shares, convertible loan notes and
warrants to LaTex's bank in payment of certain fees and in exchange for an
overriding royalty interest held by the bank. As a result of the merger and
related transactions, Alliance has outstanding approximately 31,052,603 new
Alliance shares, warrants to purchase up to 3,138,946 new Alliance shares and
convertible loan notes convertible into 1,078,125 new Alliance shares.
After the close of business on April 30, 1997, no transfer of LaTex shares will
be effected. As soon as practicable, a letter of transmittal will be mailed to
all holders of LaTex shares to be used by those holders in surrendering to the
transfer agent of Alliance their stock certificates representing LaTex shares
and to receive in exchange certificates representing new Alliance shares. The
new Alliance shares will be listed on the London Stock Exchange under the symbol
"ARS." Quotations for the new Alliance shares are anticipated to be available in
the daily US edition of the Financial Times. Investors may place orders for the
purchase or sale of the shares through most licensed broker dealers in the US.
The merger and related transactions are intended to create an oil and gas
exploration, development and production company with greater opportunity for
growth through domestic acquisitions and participation in foreign concessions
than either of the companies could achieve separately. Management of Alliance
intends to focus particularly on the opportunities in the United States, the
former Soviet Union and the Middle East.
SOURCE LaTex Resources, Inc.
CORPDAL:65939.1 30122-00002
