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 report) JUNE 6, 1996 Alexander Energy Corporation (Exact name of registrant as specified in its charter) Oklahoma 0-10525 73-1088777 (State or other (Commission File (I.R.S. Employee jurisdiction of Number) Identification No.) incorporation) 701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114 (Address of principal (Zip Code) executive offices) Registrant telephone number, including area code (405) 478-8686 N/A (Former name or former address if changed since last report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. On June 6, 1996, National Energy Group ("NEG"), NEG-OK, Inc., a wholly-owned subsidiary of NEG ("NEG-OK") and Alexander Energy Corporation ("Alexander") signed an Agreement and Plan of Merger (the "Agreement"). Pursuant to the Agreement, Alexander will be merged with and into NEG-OK and the stockholders of Alexander will receive 1.7 shares of NEG's Common Stock for each share of Alexander Common Stock and associated rights. The Agreement was approved by NEG's and Alexander's Boards of Directors. NEG also received a bank commitment for $65,000,000 to finance part of the proposed transaction. The Merger is subject to the approval of the stockholders of NEG and Alexander and requisite regulatory approvals. The Merger is expected to be submitted to the stockholders of NEG and Alexander in August, 1996. The Merger is also subject to several other material conditions. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following are filed as exhibits hereto: Exhibit Number Description - ------- ----------- 2 Agreement and Plan of Merger by and among National Energy Group, Inc., NEG-OK, Inc. and Alexander Energy Corporation dated June 6, 1996. 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. ALEXANDER ENERGY CORPORATION BOB G. ALEXANDER Bob G. Alexander, President Date: July 23, 1996 EXHIBIT INDEX Exhibit Number Description Method of Filing - -------------- ----------- ---------------- 2 Agreement and Plan of Merger by Filed herewith and among National Energy Group, electronically Inc., NEG-OK, Inc. and Alexander Energy Corporation dated June 6, 1996