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): April 22, 2002 ESENJAY EXPLORATION, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-80243 73-1421000 (STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 500 NORTH WATER STREET, SUITE 1100 S. CORPUS CHRISTI, TEXAS 78471 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (361) 883-7464 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (NOT APPLICABLE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5: OTHER EVENTS On March 17, 2002 Esenjay Exploration, Inc., a Delaware corporation ("Esenjay"), Santos Americas and Europe Corporation, a Delaware corporation ("Parent"), and ECM Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), entered into an Agreement dated March 17, 2002 (the "Merger Agreement") pursuant to which Sub agreed to commence a tender offer (the "Offer") for all outstanding shares of Esenjay common stock, par value $0.01 (the "Common Stock") at a price per share of $2.84 in cash (the "Offer Price"). The Merger Agreement provides for a two-step transaction. The first step is the Offer and the second step a follow-on merger between Sub and Esenjay in which Esenjay would be the surviving corporation. Esenjay announced on April 23, 2002 that the Offer had been completed, with 92.3% of the outstanding shares of Esenjay common stock (including shares subject to guaranteed delivery) having been validly tendered and not withdrawn. Esenjay also announced that Santos advised it the follow-on merger between Sub and Esenjay was expected to be completed promptly after payment for the tendered shares, on or about April 26, 2002. Esenjay issued a press release announcing the completion of the Offer on April 23, 2002, a copy of which is filed as Exhibit 99.1 hereto and which is incorporated herein by reference. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS 99.1 Text of press release dated April 23, 2002 issued by Esenjay Exploration, Inc. 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. DATE: APRIL 23, 2002 ESENJAY EXPLORATION, INC. By: /s/ DAVID B. CHRISTOFFERSON -------------------------------------- David B. Christofferson, Senior Vice President and General Counsel EXHIBIT INDEX 99.1 Text of press release dated April 23, 2002 issued by Esenjay Exploration, Inc.