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) JUNE 19, 1997
CONVEST ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10652 76-0312028
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
2401 FOUNTAIN VIEW DRIVE, SUITE 700, HOUSTON, TEXAS 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 780-1952
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ITEM 5. OTHER EVENTS
On June 19, 1997, Convest Energy Corporation ("Convest"), Edisto Resources
Corporation ("Edisto"), Forcenergy Inc ("Forcenergy") and a Forcenergy
subsidiary executed a definitive Agreement and Plan of Merger (the "Merger
Agreement") providing for Convest and Edisto to be merged into Forcenergy.
Under the Merger Agreement, (a) each issued and outstanding share of
Convest Common Stock will be converted into the right to receive a fractional
interest in a share of Forcenergy Common Stock equal to $8.88 divided by the
Weighted Average Trading Price of Forcenergy Common Stock, and (b) each issued
and outstanding share of Edisto Common Stock will be converted into the right to
receive (i) $4.886 in cash and (ii) a fractional interest in a share of
Forcenergy Common Stock equal to $5.064 divided by the Weighted Average Trading
Price of Forcenergy Common Stock; PROVIDED, HOWEVER, that in no event shall the
Weighted Average Trading Price of Forecenergy Common Stock be less than $28.96
nor more than $34.96. The "Weighted Average Trading Price" of Forcenergy Common
Stock will be calculated by taking the average of the following daily
calculations for each of the ten trading days ending two trading days prior to
the closing date for the Merger: (i) grouping together all shares of Forcenergy
Common Stock traded on such day at the same trading price, (ii) multiplying the
aggregate number of shares in each price group by the trading price for such
group to calculate a product (the total sold shares value) for each group, (iii)
adding all of such products from each group, and (iv) dividing the resulting
total by the aggregate number of shares traded on such trading day. Cash will be
paid in lieu of fractional shares of Forcenergy Common Stock. The mergers are
expected to close in late August or early September.
The majority shareholders of Convest and Edisto have agreed to vote their
respective shares in favor of the transaction thereby assuring the necessary
levels of shareholder approval. Edisto currently owns approximately 72% of the
outstanding shares of Common Stock of Convest, and has agreed in the Merger
Agreement to vote its shares of Convest Common Stock in favor of the
transaction. In addition, investment funds and accounts managed by TCW Special
Credits and Oaktree Capital Management, L.L.C., which hold slightly in excess of
51% of Edisto's Common Stock, have agreed to support the proposed merger by
their willingness to vote for the transaction. Such investment funds and
accounts also have contractually agreed not to sell 80% of the Forcenergy Common
Stock received in the transaction for a period of six months after the closing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
No. Exhibit
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2.1 Agreement and Plan of Merger dated as of June 19, 1997 among
Forcenergy Inc, EDI Acquisition Corporation, Edisto Resources
Corporation and Convest Energy Corporation
2.2 Shareholder Agreement dated as of June 19, 1997 among Forcenergy Inc
and certain shareholders of Edisto holding approximately 51% of the
outstanding shares of Common Stock of Edisto.
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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.
CONVEST ENERGY CORPORATION
(Registrant)
By: /S/ MICHAEL Y. MCGOVERN
Michael Y. McGovern
Chairman and Chief Executive Officer
Date: July 3, 1997
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