DLB OIL & GAS INC
8-K, 1996-06-05
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1


                                 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):  May 7, 1996



                              DLB OIL & GAS, INC.
             (Exact name of registrant as specified in its charter)


                                    OKLAHOMA
         (State or other jurisdiction of incorporation or organization)


            0-26484                                73-1358299
    (Commission File Number)          (I.R.S. Employer Identification No.)

   1601 N.W. EXPRESSWAY, SUITE 700
        OKLAHOMA CITY, OKLAHOMA                    73118-1401
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  405-848-8808
<PAGE>   2

ITEM 5.  OTHER EVENTS

         Registrant is filing as an exhibit to this report a press release
dated May 7, 1996, announcing its First Quarter Results.  Such exhibit is
incorporated herein by this reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         The following exhibit is filed with this report:

         99.3     Press release dated May 7, 1996.


                                   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 authorized.


                                        DLB Oil & Gas, Inc.


                                        /s/  Fred W. Standefer
                                        Fred W. Standefer
                                        Vice President Corporate Development

Date:  May 7, 1996
<PAGE>   3
                              INDEX TO EXHIBITS



          Exhibit                            
          Number                  Description
          -------                 -----------
  

           99.3       Press release dated May 7, 1996.
     


<PAGE>   1
[DLB LETTERHEAD]


NEWS RELEASE
- ------------

FOR IMMEDIATE RELEASE

CONTACT:  FRED STANDEFER
          VICE-PRESIDENT -- CORPORATE DEVELOPMENT
          (405) 848-8808

DLB OIL AND GAS, INC. ANNOUNCES FIRST QUARTER RESULTS

OKLAHOMA CITY, OKLAHOMA - May 7, 1996 - DLB Oil and Gas, Inc. (NASDAQ - DLBI)
today reported net income of $.51 million or $.04 per share for the three months
ended March 31, 1996, as compared to $1.14 million, or $.11 per share for the
same period in 1995. Earnings before interest, taxes, depreciation, depletion,
and amortization ("EBITDA") were $2.82 million as compared to $3.70 million for
the same period in 1995.

Revenues and net income for the quarter were affected by the sale of gas
gathering and processing assets, which generated a non-recurring loss of $0.2
million on the asset sale and eliminated revenues associated with the assets of
$0.6 million. The asset sale was part of a joint venture dissolution in which
the Company received its ratable interest in 140 wells and cash payments of $3.4
million. The Company has reinvested the cash payments into other income
producing assets.

Oil and natural gas sales revenues were $4.48 million, up 6%, as compared to
$4.24 million in the first quarter of 1995. The Company's average sales price
per barrel of oil equivalent rose 17% to $15.43 as compared to $13.20 for the
same period in 1995. As of March 31, 1996 DLB had no long term debt,
shareholders equity of $59.9 million, and working capital of $8.8 million.
<PAGE>   2
OTHER ACTIVITY

- - Due diligence efforts related to the Company's acquisition of 44 fields 
  from Amerada Hess Corporation are proceeding according to plan. DLB 
  currently anticipates closing June 1, 1996.

- - The Rosalie 25-5 located in Woodward County (Northwest Oklahoma), has 
  been completed at an initial rate of approximately 1500 mcf per day from 
  the Chester and Tonkawa formations. DLB owns a 64% working interest in 
  this well and serves as operator. The Company also controls 50% or more of 
  three offset locations.

- - The Company is currently obtaining permits for its initial 3-D seismic 
  shoot on the Osage Mineral Estate (Northeast Oklahoma). The initial shoot 
  design covers approximately 9 square miles and will determine parameters for 
  subsequent shoots on an area covering approximately 750 square miles under 
  exclusive contract to DLB for exploratory operations.

- - DLB obtained a 12.5% interest in an area of mutual interest covering 
  approximately 80,000 acres in Garza County, Texas (West Texas). The 
  transaction included purchase of three 3-D seismic shoots totaling 
  approximately 31 square miles, and approximately 23,000 net leasehold 
  acres.

DLB Oil & Gas, Inc. is an Oklahoma City based company engaged in
the exploration for and the development of crude oil and natural gas
fields with a special emphasis on the application of state-of-the-art
technologies to underanalyzed and underexplored areas. DLB also
engages in the gathering, processing, transportation and marketing of
hydrocarbons. The Company's common stock trades under the symbol DLBI.
<PAGE>   3
 
                              DLB OIL & GAS, INC.
 
                             RESULTS OF OPERATIONS
                     (in thousands, except per share data)
 
<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED MARCH 31,
                                                                      -------------------------------------
                                                                        1996            1995         CHANGE
                                                                      ---------     ------------     ------
<S>                                                                   <C>           <C>              <C>
PRODUCTION DATA
Oil                                                                        143             179       (20.1)%
Natural Gas                                                                884             756        16.9 %
Barrel Oil Equivalent (BOE)                                                290             305        (4.8)%
Oil ($/Bbl)                                                            $ 18 65        $  16 30        14.4 %
Gas ($/Mcf)                                                            $  2 05        $   1 75        17.1 %
BOE/$                                                                  $ 15 43        $  13 20        16.9 %

DRILLING DATA
Gross Wells
Exploratory**                                                              0 0             2 0
Developmental**                                                            4 0             2 0
Dry Hole                                                                   8 0             1 0
  Success Rate                                                              33%             80%      (58.3)%
Net Wells
Exploratory**                                                              0 0             1 6
Developmental**                                                            1 0             1 0
Dry Hole                                                                   7 0             1 0
  Success Rate                                                              13%             72%      (82.6)%
** Producing Properties

INCOME STATEMENT DATA
REVENUES
Oil                                                                    $ 2,671        $  2,917        (8.4)%
Natural Gas                                                              1,810           1,323        36.8 %
                                                                      ---------     ------------
                                                                         4,481           4,240         5.7 %
Natural Gas Gathering, Processing & Trans.                                  77             664       (88.4)%
Interest & Other Income                                                    196             365       (46.3)%
                                                                      ---------     ------------
                                                                         4,754           5,269        (9.8)%
EXPENSES
Lease Operating (includes production taxes)                              1,211           1,238        (2.2)%
General & Administrative                                                   727             329       121.0 %
                                                                         1,938           1,567        23.7 %
EBITDA                                                                   2,816           3,702       (23.9)%
Depreciation, Depletion & Amortization                                   1,794           1,631        10.0 %
EBIT                                                                     1,022           2,071       (50.7)%
Interest Expense                                                             0             179         n/a
EBT                                                                      1,022           1,892       (46.0)%
Income Taxes
Proforma                                                                     0             757         n/a
Deferred                                                                   388               0         n/a
                                                                      ---------     ------------
                                                                           388             757         n/a

RECURRING NET INCOME                                                       634           1,135       (44.2)%
                                                                      ---------     ------------
Non-Recurring items
  Loss on sale of assets*                                                 (129)              0         n/a

REPORTED NET INCOME (LOSS)                                             $   505        $  1,135       (55.5)%
                                                                      =========     ============
Per Share Data

RECURRING NET INCOME                                                   $  0 05        $   0 11
Reported Net Income (Loss)                                             $  0 04        $   0 11

Average Shares Outstanding                                              12,988          10,000

* Net of Income Taxes @ 38.0%
</TABLE>
 
<TABLE>
<CAPTION>
                                                                      MARCH 31,     DECEMBER 31,
                                                                        1996            1995
                                                                      ---------     ------------
<S>                                                                   <C>           <C>              <C>
BALANCE SHEET DATA
Cash and Cash Equivalents                                                9,344          14,313       (34.7)%
Working Capital                                                          8,754          13,724       (36.2)%
Total Assets                                                            77,078          78,207        (1.4)%
Long Term Debt                                                               0               0         n/a
Stockholders' Equity                                                    59,868          59,544         0.5 %
</TABLE>
 


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