UNITED STATES
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
July 15, 1999
Date of Report (Date of Earliest Event Reported)
GLADSTONE RESOURCES, INC.
State of Washington 1-1525 91-0234563
(State or other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
3500 Oak Lawn, Suite 590
Dallas, Texas 75219
(Address of Principal Executive Offices) (Zip Code)
214.528.9710
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed since last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 15, 1999, with an effective date of May 1, 1999,
Gladstone Resources, Inc., a Washington corporation
("Gladstone"), acquired from Humphrey Oil Interests, L.P., a
Texas limited partnership ("Humphrey") certain oil and natural
gas working interests in the Right Hand Creek Field located in
Allen and Beauregard Parishes, Louisiana (collectively, the
"Right Hand Creek Properties"), being 50% of the interest
acquired by Humphrey from EXCO Resources, Inc. ("EXCO") effective
May 1, 1999. The Right Hand Creek Properties include 6 gross
productive wells (.735 net productive wells) with current net
production of approximately 55 barrels of oil and no cubic feet
of natural gas per day, and 2 gross (.245 net) non-producing
wells that will require recompletions and/or workovers. In the
second half of 1999, the field operator is expected to propose 1
gross (.1225 net) development well to be drilled on these
properties, with future developmental locations in subsequent
years, depending on the success of the proposed location and
field performance. The Right Hand Creek Properties include 725.3
gross (88.85 net) developed acres and 234.22 gross (28.69 net)
undeveloped acres. Based on independent engineering estimates as
of June 1, 1999, the Right Hand Creek Properties are estimated to
contain 956,097 gross (85,396 net) barrels ("Bbls") of oil and no
gross or net million cubic feet ("MMCF") of natural gas of proved
reserves. Approximately 100% of the current estimated proved
reserves of the Right Hand Creek Properties are classified as
developed, and have an estimated engineered value of $531,096
based on the June 1, 1999 engineering estimates for an SEC 10% PV
discounted case.
Charles B. Humphrey, the limited partner in Humphrey Oil
Interests, L.P. and President of Humphrey Oil Corporation, its
General Partner, is a Director of Gladstone.
The aggregate purchase price paid for the Right Hand Creek
Properties was $349,125. Gladstone's Board approved the
purchase, the terms and conditions of which were determined
through arm's length negotiations, taking into account estimates
of recoverable reserves, further development of proved
undeveloped reserves, current oil and natural gas prices, and the
actual price paid to EXCO by Humphrey. Gladstone borrowed
$230,000 of the purchase price under a new credit facility (the
"Credit Facility") with Compass Bank (the "Lender") and the
balance of the purchase price was paid out of working capital.
The Right Hand Creek Properties have been mortgaged to the Lender
under the Credit Facility.
ITEM 5. OTHER EVENTS
On July 15, 1999, Gladstone entered into the Credit Facility
with the Lender. The Credit Facility provides for borrowings up
to $15 million, subject to borrowing base limitations.
The Credit Facility consists of a regular revolver which at
July 15, 1999, had a borrowing base of $230,000. A portion of
the borrowing base is available for the issuance of letters of
credit. All borrowings under the Credit Facility are secured by
a first lien deed of trust providing a security interest in the
Right Hand Creek Properties.
The Credit Facility provides that the unpaid principal
balance of the loans shall bear interest, payable as it accrues
on the 1st day of each month, commencing September 1, 1999, and
at maturity (stated or by acceleration), at a rate per annum
equal to the lesser of the (i) Highest
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Lawful Rate or (ii) 1% over the CBIR rate from time to time in
effect, as therein defined. The Credit Facility also permits
Gladstone to repay and reborrow amounts under the Credit Facility
without any penalty, thereby allowing Gladstone the flexibility
to utilize any available cash to reduce its outstanding
indebtedness and, thus, its costs of borrowed funds.
Under the terms of the Credit Facility, Gladstone must not
permit its Current Ratio (as defined) of Current Assets (as
defined) to its Current Liabilities (as defined) to be less than
1.25 to 1.0 at any time. Furthermore, Gladstone must not permit
its Tangible Net Worth (as defined) to be less at any time than
$1.00 plus (i) 50% of positive Net Income (as defined) for all
quarterly periods ending subsequent to December 31, 1998, plus
(ii) 100% of any Equity Infusions (as defined) occurring
subsequent to December 31, 1998. Furthermore, Gladstone must not
permit the ratio of Cash Flow (as defined) to Debt Service (as
defined) to be less than 1.25 to 1.0, determined as of the end of
each fiscal quarter of Gladstone on or after September 30, 1999.
A new Borrowing Base shall be determined as of each April 1
and October 1 during the Revolving Credit Period (the "semi-
annual determinations"), or at such other or additional times
during the Revolving Credit Period as the Lender in its
reasonable discretion and at its sole cost may elect
("discretionary determinations"), and the Lender shall determine
a new Borrowing Base at such additional times, but no more often
than one (1) time in any 12-month period without the Lender's
consent, as Borrower may request ("Borrower requested
determinations").
The Borrowing Base shall be automatically reduced as of
the 1st day of each month commencing February 1, 2000, and
continuing through the Revolving Credit Period. The initial
monthly reduction shall be in the amount of $5,000 per month. At
the time of each new semi-annual determination, the Lender in its
sole discretion may increase or decrease the amount of such
monthly reduction. If a Borrowing Base Deficiency (as defined)
exists after giving effect to a redetermination, then Gladstone
must either (i) prepay the principal of the outstanding Loans or
(ii) cause to be created first and prior perfected Liens (subject
only to Permitted Liens, as defined) in favor of the Lender, by
instruments satisfactory to the Lender, on producing oil and gas
properties, which in the opinion of the Lender would increase the
Borrowing Base by an amount sufficient, in combination with
clause (i) preceding, to eliminate such Borrowing Base
deficiency.
The Credit Facility contains a number of covenants affecting
Gladstone's liquidity and capital resources, including
restrictions on Gladstone's ability (i) to incur indebtedness
other than (a) under the Credit Facility or (b) Permitted
Indebtedness, as defined, or (ii) to pledge assets outside of the
Credit Facility, other than Permitted Liens, and with respect to
Gladstone's maintenance of a minimum net worth.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business required.
As permitted by Form 8-K, the required historical
financial statements in respect of Right Hand Creek
Properties will be filed by amendment to this Form 8-K
no later than September 28, 1999.
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(b) Pro Forma financial information
As permitted by Form 8-K, the required pro forma
financial information in respect of the Right Hand
Creek Properties will be filed by amendment to this
Form 8-K no later than September 28, 1999.
(c) Exhibits
10.1 Purchase and Sale Agreement between Gladstone
Resources, Inc. and Humphrey Oil Interests, L.P.
dated July 8, 1999.
10.2 Credit Agreement between Gladstone Resources,
Inc., as borrower, and Compass Bank, as Lender
dated July 15, 1999.
10.3 Mortgage and Security Agreement from Gladstone
Resources, Inc., as Mortgagee, in favor of Compass
Bank as Lender dated July 15, 1999.
SIGNATURES
Pursuant to 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.
GLADSTONE RESOURCES, INC.
By: /s/ SHEILA IRONS
-------------------------
Sheila Irons
Vice President
Dated July 30, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
10.1 Purchase and Sale Agreement between
Gladstone Resources, Inc. and Humphrey Oil
Interests, L.P. dated July 8, 1999.
10.2 Credit Agreement between Gladstone
Resources, Inc., as Borrower, and Compass Bank, as
Lender dated July 15, 1999.
10.3 Mortgage and Security Agreement from
Gladstone Resources, Inc., as Mortgagee, in favor
of Compass Bank as Lender dated July 15, 1999.