UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 15, 1996
AMERICAN EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
0-11871
(Commission File Number)
DELAWARE 74-2086890
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1331 LAMAR, SUITE 900
HOUSTON, TEXAS 77010
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 756-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OF ASSETS
On March 15, 1996, the Company, together with Dominion Reserves, Inc.,
acquired interests in five offshore blocks in the Gulf of Mexico from a
private company for a purchase price of approximately $56.0 million.
American owns 25% of the acquired interests. American's share of the
purchase price was funded through $14.0 million in borrowings under its
bank credit facility.
These blocks have estimated proved reserves, net to American's acquired
interest, of 11.3 Bcf of natural gas and 600 MBbls of crude oil.
American will operate the High Island 45, East Cameron 129 and South
Marsh Island 133 blocks which together represent 97% of the total
proved reserves acquired. The developed properties, which comprise 73%
of proved reserves, are currently producing approximately 5.6 MMcf of
gas and 700 Bbls of crude oil per day, net to American's acquired
interest.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Set forth on the following pages are the unaudited pro forma
condensed consolidated statements of operations (the "Pro Forma
Statements") which give effect to the acquisition of American's
interest in five offshore blocks in the Gulf of Mexico in March
1996. The Pro Forma Statements for the three months ended March
31, 1996 and the year ended December 31, 1995 were prepared
assuming that this transaction occurred as of January 1, 1995.
These Pro Forma Statements do not purport to be indicative of the
results of operations that would have been reported had this
transaction occurred as of the date indicated above or that may
be reported in the future.
(c) Exhibits
*10(a) Purchase and Sale Agreement, dated March 15, 1996, by and
among American Exploration Company and Dominion Resources,
Inc., collectively as buyers, and a private company, as
Seller.
*99(a) American Exploration Company and Dominion Resources, Inc.
News Release on the agreement to purchase five offshore blocks
in the Gulf of Mexico from a private company.
*Previously filed with Form 8-K dated March 15, 1996.
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AMERICAN EXPLORATION COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(In thousands, except for per share amounts)
(Unaudited)
Historical Pro Forma
American Adjustments Pro Forma
------------- ------------ ------------
REVENUES:
Oil and gas sales.......................................... $ 15,913 $ 1,964 (a) $ 17,877
Other revenues, net........................................ 652 652
------------- ------------ ------------
Total revenues.......................................... 16,565 1,964 18,529
------------- ------------ ------------
COSTS AND EXPENSES:
Production and operating................................... 4,982 109 (a) 5,091
Depreciation, depletion and amortization................... 6,450 728 (a) 7,178
General and administrative................................. 1,641 1,641
Taxes other than income.................................... 1,312 1,312
Exploration................................................ 1,588 1,588
------------- ------------ ------------
Total costs and expenses................................ 15,973 837 16,810
------------- ------------ ------------
INCOME FROM OPERATIONS........................................ 592 1,127 1,719
Other expense, net............................................ (807) (280) (b) (1,087)
------------- ------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM....................... (215) 847 632
Preferred stock dividends..................................... (450) (450)
------------- ------------ ------------
INCOME (LOSS) TO COMMON STOCK BEFORE
EXTRAORDINARY ITEM......................................... $ (665) $ 847 $ 182
============= ============ ============
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM PER
COMMON SHARE:
Primary and fully diluted.................................. $ (0.06) $ 0.02
============= ============
NUMBER OF COMMON AND EQUIVALENT SHARES:
Primary and fully diluted.................................. 11,812 11,812
============= ============
(a) To reflect the results of operations related to the interests in oil and
gas properties that were acquired by American for $14.0 million, which was
funded through borrowings under American's bank credit facility.
(b) To adjust historical interest expense to reflect the increase in outstanding
bank debt.
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AMERICAN EXPLORATION COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(In thousands, except for per share amounts)
(Unaudited)
Historical Pro Forma
American Adjustments Pro Forma
------------- ------------ ------------
REVENUES:
Oil and gas sales.......................................... $ 70,768 $ 7,513 (a) $ 78,281
Gain on sales of oil and gas properties.................... 10,230 10,230
Other revenues, net........................................ 936 936
------------- ------------ ------------
Total revenues.......................................... 81,934 7,513 89,447
------------- ------------ ------------
COSTS AND EXPENSES:
Production and operating................................... 24,515 662 (a) 25,177
Depreciation, depletion and amortization................... 30,726 3,506 (a) 34,232
General and administrative................................. 7,472 7,472
Taxes other than income.................................... 5,760 5,760
Exploration................................................ 4,826 4,826
Impairment................................................. 1,822 1,822
------------- ------------ ------------
Total costs and expenses................................ 75,121 4,168 79,289
------------- ------------ ------------
INCOME FROM OPERATIONS........................................ 6,813 3,345 10,158
Other expense, net............................................ (5,457) (1,120) (b) (6,577)
Income tax benefit............................................ 121 121
------------- ------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM.............................. 1,477 2,225 3,702
Preferred stock dividends..................................... (1,800) (1,800)
------------- ------------ ------------
INCOME (LOSS) TO COMMON STOCK BEFORE
EXTRAORDINARY ITEM......................................... $ (323) $ 2,225 $ 1,902
============= ============ ============
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM PER
COMMON SHARE:
Primary and fully diluted.................................. $ (0.03) $ 0.16
============= ============
NUMBER OF COMMON AND EQUIVALENT SHARES:
Primary and fully diluted.................................. 11,812 11,812
============= ============
(a) To reflect the results of operations related to the interests in oil and
gas properties that were acquired by American for $14.0 million, which was
funded through borrowings under American's bank credit facility.
(b) To adjust historical interest expense to reflect the increase in
outstanding bank debt.
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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 hereunto duly authorized.
AMERICAN EXPLORATION COMPANY
Date: May 29, 1996 By: /s/ CINDY L. GEROW
Cindy L. Gerow
Vice President and Controller
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