SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MAY 3, 1996
FORTUNE PETROLEUM CORPORATION
(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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 872-1170
Registrant's telecopier number, including area code: (713) 872-1213
N/A
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(Former name or former address, if changed since last report)
Registrant hereby amends its Current Report on Form 8-K, filed April
17, 1996 as follows:
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On May 3, 1996, Fortune Petroleum Corporation (the Company) announced
that the previously announced letter of intent for the acquisition of Texoil,
Inc. (Texoil) had expired and the proposed transaction had terminated. Under the
letter of intent, the parties had agreed to a deadline for completion of a
definitive merger agreement of May 2, 1996. Fortune's board of directors had
approved the agreement at its annual meeting on Tuesday, April 30, 1996, but
Texoil notified Fortune the evening of May 2, 1996, without further explanation,
that Fortune "should regard the merger negotiations as now ended." Although the
Company does not believe that this event is required to be reported on Form 8-K,
this amendment is being filed to report the status of Form 8-K file April 17,
1996.
ITEM 7 - FINANCIAL STATEMENT AND EXHIBITS
(a) Not Applicable
(b) Facsimile of letter dated May 2, 1996 from Texoil, Inc.
(c) Letter dated May 2, 1996 from the Company to Texoil, Inc.
Texoil, Inc.
1600 Smith St., Suite 4000
Houston, Texas 77002
Ph: (713) 652-5741
(800) 742-1555
Fax (713) 652-9601
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EXHIBIT (b)
May 2, 1996
VIA FACSIMILE 872-1213
Fortune Petroleum Corporation
One Commerce Green
515 West Greens Road, Suite 720
Houston, Texas 77067
Attention: Mr. Tyrone J. Fairbanks
Gentlemen:
We are writing to confirm that the deadline for negotiation and
execution of a merger agreement between Fortune Petroleum Corporation and
Texoil, Inc. expired at 5 p.m. today in accordance with the terms of the letter
of intent between Fortune and Texoil dated April 17, 1996, as subsequently
extended. Contrary to the suggestion in your letter of May 1, 1996, that
expiration occurred without the necessary approval by Fortune's board of
directors of a definitive merger agreement in substantially the form set forth
in the letter of intent. Accordingly, you should regard the merger negotiations
as now ended, and that the liquidated damages provided for in the letter of
intent are now payable by Fortune to Texoil.
Very truly yours,
/s/ Ruben Medrano
Ruben Medrano
President
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EXHIBIT (c)
May 2, 1996
Ruben Medrano
President
Texoil, Inc.
1600 Smith, Suite 4000 BY FAX
Houston, Texas 77002
Dear Ruben:
Thank you for your letter this evening, acknowledging that your board
has terminated the discussions concerning the execution of the Fortune/Texoil
merger agreement. I must correct an oversight in your letter, however. Fortune's
board of directors approved the merger agreement on April 30, 1996, and this
morning confirmed the two minor concessions Fortune management made to your
board of directors last night. We communicated both of these matters to your
board well before you sent us your termination letter. Apparently your board did
not advise you of that fact, giving rise to the oversight in your letter.
In light of the fact that your board has failed to approve a definitive
merger agreement substantially in the form set forth in the letter of intent
and has broken off the merger without explanation, I hereby demand immediate
payment of the liquidated damages provided for in our letter of intent.
Your prompt attention to this matter will be greatly appreciated. We
otherwise wish Texoil success in its future endeavors.
Sincerely,
/s/ J. MICHAEL UBAN
J. Michael Urban
Vice President and
Chief Financial Officer
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
FORTUNE PETROLEUM CORPORATION
By: /s/ J. MICHAEL URBAN
J. Michael Urban
Vice-President and
Chief Financial Officer
Date: May 20, 1996