SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 15, 1997
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DOMAIN ENERGY CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-12999 76-0526147
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
16801 Greenspoint Park Drive, Suite 2000, Houston, TX 77060
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (281) 618-1800
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of that certain Securities Purchase Agreement,
dated as of November 21, 1997 (the "Securities Purchase Agreement"), between
Domain Energy Corporation (the "Company") and Enron Finance Corp., a Delaware
corporation ("Enron") and the owner of a majority of the shares of capital stock
of Gulfstar Energy, Inc. ("Gulfstar"), on December 15, 1997, the Company
purchased all of the shares of capital stock of Gulfstar owned by Enron and all
of the indebtedness of Gulfstar to Enron held by Enron. In connection with the
execution of the Securities Purchase Agreement, the Company entered into that
certain Agreement and Plan of Merger, dated as of December 15, 1997 (the "Merger
Agreement"), among the Company, Domain Gulf Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Company, and Gulfstar pursuant
to which, upon consummation of the transactions contemplated by the Securities
Purchase Agreement, and subject to the receipt of Gulfstar stockholder approval
and the satisfaction of other conditions precedent, the remaining stockholders
of Gulfstar would receive a combination of cash and shares of common stock of
the Company in exchange for the shares of capital stock of Gulfstar owned by
such stockholders. The transactions contemplated by the Merger Agreement were
consummated on December 15, 1997, immediately following consummation of the
transactions contemplated by the Securities Purchase Agreement. As a result of
these transactions, Gulfstar became a wholly owned subsidiary of the Company.
The aggregate purchase price for all of the shares of capital stock of Gulfstar
and indebtedness of Gulfstar to Enron acquired by the Company pursuant to the
Securities Purchase Agreement and the Merger Agreement consisted of
approximately $8,000,000 in cash and 394,737 shares of common stock of the
Company.
The assets of Gulfstar consist of oil and gas reserves and leasehold
rights and associated exploration and production assets, including a database of
seismic information licensed to Gulfstar pursuant to various licensing
agreements.
The Merger Agreement provides that the Company will create one
additional seat on the Company's Board of Directors and will cause Michael L.
Harvey, an officer and director of Gulfstar, to be appointed to the Company's
Board of Directors after consummation of the merger contemplated thereby. In
addition, Gulfstar agreed to pay Mr. Harvey $200,000 upon consummation of such
merger, for which Gulfstar will be reimbursed by Enron. Upon consummation of
such merger, the Company agreed to grant to Mr. Harvey options to purchase up to
100,000 shares of common stock of the Company under the Company's Stock Purchase
and Option Plan, pursuant to a separate Non-Qualified Stock Option Agreement
between the Company and Mr. Harvey. The Company agreed to make available a loan
to Mr. Harvey in the amount of $250,000 to finance the purchase of common stock
of the Company by Mr. Harvey at a price of $19.00 per share.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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2.1 Securities Purchase Agreement, dated as of
November 21, 1997, between Domain Energy
Corporation and Enron Finance Corp.
2.2 Agreement and Plan of Merger, dated as of
November 21, 1997, among Domain Energy
Corporation, Domain Gulf Acquisition Corp. and
Gulfstar Energy, Inc.
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SIGNATURES
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.
DOMAIN ENERGY CORPORATION
By: /s/ Rick G. Lester
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Name: Rick G. Lester
Title: Vice President, Chief Financial Officer
and Treasurer
Date: December 23, 1997
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of
November 21, 1997, among Domain Energy
Corporation, Domain Gulf Acquisition Corp. and
Gulfstar Energy, Inc.
2.2 Securities Purchase Agreement, dated as of
November 21, 1997, between Domain Energy
Corporation and Enron Finance Corp.