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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 17, 1997
(Date of Earliest Reported Event)
AMERAC ENERGY CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
COMMISSION FILE NUMBER 1-9933 75-2181442
(I.R.S. Employer
Identification No.)
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002-5609
(Address of Principal Executive Offices)
(713) 308-5250
(Issuer's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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AMERAC ENERGY CORPORATION
ITEM 5. OTHER EVENTS.
On November 17, 1997, Amerac Energy Corporation ("Amerac") and Southern
Mineral Corporation ("Southern Mineral") issued a press release announcing that
they had signed a definitive agreement for the merger of Amerac with a
subsidiary of Southern Mineral. Such press release and such agreement are filed
herewith.
FORWARD-LOOKING STATEMENTS
When included in this report, the words "expects," "intends," "plans,"
"anticipates," "estimates," and analogous expressions are intended to identify
forward-looking statements. Such statements inherently are subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those projected. Such risks and uncertainties include, among others,
general economic and business conditions, changes in foreign and domestic oil
and gas exploration and production activity, information regarding oil and gas
reserves, future drilling and operations, future production of oil and gas,
future net cash flows, competition, changes in foreign, political, social and
economic conditions, regulatory initiatives and compliance with governmental
regulations, and various other matters, many of which are beyond the Company's
control. These forward-looking statements speak only as of the date of this
report. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.
Without limiting the foregoing, there are numerous uncertainties inherent
in estimating natural gas and oil reserves and their estimated values, including
many factors beyond the control of the Company. The reserve data set forth in
this report represents only estimates. Reservoir engineering is a subjective
process of estimating underground accumulations of natural gas and oil that
cannot be measured in an exact manner. The accuracy of any reserve estimate is
a function of the quality of available data and of engineering and geologic
interpretation and judgment. As a result, estimates of different engineers,
including those used by the Company, may vary. In addition, estimates of
reserves are subject to revision based upon actual production, results of future
development and exploration activities, prevailing natural gas and oil prices,
operating costs and other factors. The revisions may be material. Accordingly,
reserve estimates are often different from the quantities of natural gas and oil
that are ultimately recovered and are highly dependent upon the accuracy of the
assumptions upon which they are based.
Estimates with respect to proved reserves that may be developed and
produced in the future are often based upon volumetric calculations and upon
analogy to similar types of reserves rather than actual production history.
Estimates based on these methods are generally less reliable than those based on
actual production history. Subsequent evaluation of the same reserves based
upon production history will result in variations in the estimated reserves that
may be substantial.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of November
17, 1997, by and among Amerac, AEC Acquisition
Corp. and Southern Mineral.
20.1 Press Release of November 17, 1997.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
AMERAC ENERGY CORPORATION
(Registrant)
By:/s/ Jeffrey B. Robinson
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Date: November 17, 1997 Jeffrey B. Robinson
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of November 17, 1997, by
and among Amerac, AEC Acquisition Corp. and Southern Mineral
(Schedules 5.2(A) and 5.2(B) are omitted).
20.1 Press Release of November 11, 1997.
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