SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 1999
FORTUNE NATURAL RESOURCES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-12334 95-4114732
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
515 W. Greens Road, Suite 720, Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 872-1170
Registrant's telecopier number, including area code: (281) 872-1213
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Fortune's press release made March 22, 1999 announcing amendment to its
12% convertible subordinated notes due December 31, 2007 follows:
Fortune Natural Resources Corporation (AMEX symbol: FPX) today announced
that it received acceptances from 21 of its 26 holders of its 12% Convertible
Subordinated Notes due December 31, 2007 to its proposal to set a fixed
conversion price of the notes. The 21 noteholders represent $2,295,000 of the
$3,225,000 principal amount of the notes outstanding. This proposal amends the
original conversion provision, which provided for the conversion to be set at a
value equal to 105% of the average daily closing price of the stock during the
period from March 2 to April 30, to a new fixed conversion price of $0.75. Each
holder who has accepted this proposal will also receive one warrant to purchase
a share of Fortune common stock at $1.00 for each share into which the holder's
note is convertible at the newly established conversion price.
Tyrone J. Fairbanks, Fortune's president and chief executive officer,
noted that the new conversion provision represents a compromise between the
company and its noteholders which will work to the benefit of each. "We sought
to strike a balance between the interests of our existing shareholders and our
noteholders, while at the same time providing the investment community with a
level of certainty as to the total number of shares available for potential
conversion, in the event any were ever to be converted in the future at all. We
believe we have accomplished that goal with this pre-emptive agreement."
FORTUNE NATURAL RESOURCES CORPORATION is an independent oil and gas
exploration and production company with its principal properties located onshore
and offshore Louisiana and Texas. Certain statements in this news release
regarding future expectations and plans may be regarded as "forward looking
statements" within the meaning of the Securities Exchange Act of 1934. They are
subject to various risks, such as operating hazards, drilling risks, and other
uncertainties inherent in the business of exploring for, developing and
producing oil and gas which may be beyond Fortune's control. For a discussion of
the contingencies and uncertainties affecting future events and forward-looking
statements, see Fortune's latest Report on Form 10-K, as well as other filings
with the Securities and Exchange Commission. There can be no assurance that the
Company will be successful in meeting its expectations.
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COMPANY CONTACT: Dean W. Drulias
Exec. VP/General Counsel
or
Angela R. McLane
Asst. to the President/CEO
(281) 872-1170
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None.
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SIGNATURE
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 thereunto duly authorized.
FORTUNE NATURAL RESOURCES CORPORATION
By: /s/ Dean W. Drulias
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Dean W. Drulias
Executive Vice President and General Counsel
Date: March 22, 1999
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