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 29, 1999
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-16741 94-1667468
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
5005 LBJ Freeway, Suite 1000, Dallas, Texas
75244 (Address of principal executive
offices)
(972) 701-2000
(Registrant's Telephone No.)
Item 5.Other Events
On April 29, 1999, Comstock Resources, Inc. (the "Company") closed the sale
of $150 million in aggregate principal amount of 11.25% Senior Notes due in 2007
(the "Senior Notes"). Interest on the Senior Notes is payable semiannually on
May 1 and November 1, commencing on November 1, 1999. The Senior Notes were
priced at a discount to yield 11.35% and proceeds from the sale of the Senior
Notes were used to reduce amounts outstanding under the Company's bank credit
facility. The Senior Notes are unsecured obligations of the Company and
guaranteed by all of the Company's principal operating subsidiaries. The Company
can redeem the Senior Note beginning on May 1, 2004.
Concurrently with the sale of the Senior Notes, the Company also sold
1,948,001 shares of its Series A 1999 Convertible Preferred Stock, $10 par value
and 1,051,999 shares of its Series B 1999 Non-Convertible Preferred Stock, $10
par value (the "Preferred Stock"), in a private placement for $30 million to
certain funds and institutions for which Trust Company of the West serves as
investment manager and to Pacific Life Insurance Company and Aquila Energy
Capital Corporation. The proceeds from the private placement were used to reduce
amounts outstanding under the Company's bank credit facility. The Preferred
Stock accrues dividends at an annual rate of 9% and are payable quarterly in
cash or in shares of the Company's common stock, at the election of the Company.
Shares of the Series A 1999 Convertible Preferred Stock are convertible, at the
option of the holder, into shares of common stock of the Company. Based on the
initial conversion price of $4.00 per share of common stock, each share of
Series A 1999 Convertible Preferred Stock is convertible into 2.5 shares of
common stock. At the Company's upcoming annual meeting of stockholders to be
held on June 23, 1999, the Company is asking its stockholders to approve the
issuance by the Company of 1,051,999 shares of Series A 1999 Convertible
Preferred Stock upon conversion by the Company of the Series B 1999
Non-Convertible Preferred Stock into shares of Series A 1999 Convertible
Preferred Stock.
In connection with the sale of the Senior Notes and the Preferred Stock,
the Company entered into a new $162.5 million revolving credit facility with The
First National Bank of Chicago as administrative agent and a syndicate of banks.
As of April 29, 1999, the Company has $104.0 million outstanding under the new
bank credit facility.
Item 7. Financial Statements, Proforma Financial Information and Exhibits
Exhibits
4.1 Certificate of Voting Powers, Designations, Preferences, and
Relative, Participating, Optional or Other Special Rights of the
Series A 1999 Convertible Preferred Stock and Series B 1999
Non-Convertible Preferred Stock.
4.2 Fifth Amendment to the Rights Agreement between the Company and
American Stock Transfer & Trust Company as Rights Agent dated
April 29, 1999.
10.1 Stock Purchase Agreement dated April 29, 1999 between the Company
and certain purchasers.
2
10.2 Credit Agreement dated as of April 29, 1999 between the Company
and its principal operating subsidiaries, the lenders party
thereto from time to time, The First National Bank of Chicago, as
Administrative Agent, Toronto Dominion (Texas), Inc., as
Syndication Agent, and Paribas, as Documentation Agent.
10.3 Placement Agreement dated April 26, 1999 between the Company and
Morgan Stanley & Co. Incorporated, Banc One Capital Markets,
Inc., TD Securities (USA) Inc. and Paribas Corporation.
10.4 Registration Rights Agreement dated April 29, 1999 between the
Company and Morgan Stanley & Co. Incorporated, Banc One Capital
Markets, Inc., TD Securities (USA) Inc. and Paribas Corporation.
10.5 Indenture dated as of April 29, 1999 between the Company and U.S.
Trust Company of Texas, N.A., Trustee for the $150,000,000 11
1/4% Senior Notes due 2007.
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.
COMSTOCK RESOURCES, INC.
Dated: May 4, 1999 By:/s/ROLAND O. BURNS
---------------------
ROLAND O. BURNS Senior Vice President,
Chief Financial Officer, Secretary, and
Treasurer (Principal Financial and
Accounting Officer)
3
EXHIBIT INDEX
Exhibit Page
Number Description Number
------ ----------- ------
4.1 Certificate of Voting Powers, Designations, E-2
Preferences, and Relative, Participating, Optional or
Other Special Rights of the Series A 1999 Convertible
Preferred Stock and Series B 1999 Non- Convertible
Preferred Stock.
4.2 Fifth Amendment to the Rights Agreement between the E-27
Company and American Stock Transfer & Trust Company as
Rights Agent dated April 29, 1999.
10.1 Stock Purchase Agreement dated April 29, 1999 between E-30
the Company and certain purchasers.
10.2 Credit Agreement dated as of April 29, 1999 the Company E-58
and its principal operating subsidiaries, the lenders
party thereto from time to time, The First National
Bank of Chicago, as Administrative Agent, Toronto
Dominion (Texas), Inc., as Syndication Agent, and
Paribas, as Documentation Agent.
10.3 Placement Agreement dated April 26, 1999 between the E-111
Company and Morgan Stanley & Co. Incorporated, Banc One
Capital Markets, Inc., TD Securities (USA) Inc. and
Paribas Corporation.
10.4 Registration Rights Agreement dated April 29, 1999 E-129
between the Company and Morgan Stanley & Co.
Incorporated, Banc One Capital Markets, Inc., TD
Securities (USA) Inc. and Paribas Corporation.
10.5 Indenture dated as of April 29, 1999 between the E-144
Company and U.S. Trust Company of Texas, N.A., Trustee
for the $150,000,000 11 1/4% Senior Notes due 2007.
E-1