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): January 18, 2001
TEXOIL, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 0-12633 88-0177083
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
110 Cypress Station Drive
Suite 220
Houston, Texas 77090
(Address or principal executive offices)
(281) 537-9920
(Issuer's telephone number)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Texoil, Inc.-Page 2
ITEM 5. OTHER EVENTS
On January 18, 2001, Texoil, Inc. ("the Company") entered into an
Agreement and Plan of Merger ("the Merger Agreement") with Ocean Energy, Inc.
and its wholly owned subsidiary, OEI Acquisition Corp. (collectively "Ocean"),
pursuant to which Ocean agreed to acquire all of outstanding shares of common
stock of Texoil at a price of $8.25 per share and all outstanding shares of
Series A convertible preferred stock of Texoil at a price of $18.04 per share.
The all-cash transaction is structured as a first step tender offer followed by
a cash merger to acquire all remaining shares of Texoil common and preferred
stock for approximately $130 million, including debt of $15 million, plus
certain other liabilities. Ocean and Texoil issued a joint press release
announcing the execution of the Agreement and Plan of Merger.
As a condition to entering into the Merger Agreement, Ocean required that
certain stockholders of Texoil enter into Tender and Voting Agreements or Tender
Agreements. Stockholders owning an aggregate of 3,809,032 shares of common stock
and 2,801,005 shares of preferred stock on January 25, 2001 (representing
approximately 51.4% of the outstanding common stock and 93.6% of the outstanding
preferred stock, respectively on January 25, 2001) entered into a Tender and
Voting Agreement. Each such stockholder agreed to tender such stockholder's
shares in the tender offer and agreed to vote such stockholder's shares in favor
of the Merger Agreement and the transactions contemplated thereby and to vote
against any alternate acquisition proposal. Such stockholders are also
restricted from transferring their shares of stock. In addition, certain other
stockholders holding an aggregate of 441,105 shares of common stock and 190,460
shares of preferred stock on January 25, 2001 (representing approximately 6.0%
of the outstanding common stock and 6.4% of the outstanding preferred stock,
respectively on January 25, 2001) entered into Tender Agreements, pursuant to
which such stockholders agreed to tender their shares of stock in the tender
offer. The number of shares and their relative percentages disclosed herein are
based on outstanding shares including shares issued upon the exercise of
warrants and options since the commencement of the tender offer.
This Form 8-K contains statements which may constitute forward-looking
statements within the meaning of Section 27A of The Securities Act of 1933 and
Section 21E of The Securities Exchange Act of 1934. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance and achievements to be materially
different from any future results, performance or achievement expressed or
implied by such forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 2.3 Agreement and Plan of Merger dated January 18, 2001
among Ocean Energy, Inc., OEI Acquisition Corp. and
Texoil, Inc.
Exhibit 2.4 Tender and Voting Agreement dated January 18, 2001
between Ocean Energy, Inc., OEI Acquisition Corp. and
certain shareholders of Texoil, Inc.
Exhibit 2.5 Tender Agreement dated January 18, 2001 between
Ocean Energy, Inc., OEI Acquisition Corp. and certain
shareholders of Texoil, Inc.
Exhibit 99.1 Press release dated January 18, 2001.
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Texoil, Inc.-Page 3
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.
DATE: January 26, 2001 TEXOIL, INC.
By: /s/ FRANK A. LODZINSKI
FRANK A. LODZINSKI
Chief Executive Officer and
President