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):
NOVEMBER 24, 1999
MIDDLE BAY OIL COMPANY, INC.
(Exact name of Registrant as specified in its charter)
ALABAMA 0-21702 63-1081013
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Two Shell Plaza, 777 Walker, Suite 2400, Houston, Texas 77002
(Address of principal executive offices and zip code)
(713) 222-6275
Registrant's telephone number, including area code
1221 Lamar, Suite 1020, Houston, Texas 77010
Former Address
ITEM 5 - OTHER EVENTS
On November 24, 1999 Middle Bay Oil Company, Inc.(the "Company"or
"Middle Bay") filed a Certificate of Incorporation of 3TEC Energy Corporation
("3TEC") and a Certificate of Merger of the Company into 3TEC with the
Delaware Secretary of State. The Certificate of Incorporation of 3TEC
authorizes 60,000,000 shares of common stock and 20,000,000 shares of
preferred stock. Pursuant to such filings, effective December 7, 1999, Middle
Bay, an Alabama corporation having securities registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will
be merged (the "Merger") with and into its wholly-owned subsidiary, 3TEC, a
Delaware corporation. By virtue of the Merger, each share of common stock,
par value $.02 per share, of Middle Bay will be converted into one share of
common stock, par value $.02 per share (the "Common Stock") of 3TEC, each
share of Series B preferred stock of Middle Bay will be converted into one
share of Series B preferred stock of 3TEC, and each share of Series C
preferred stock of Middle Bay will be converted into one share of Series C
preferred stock of 3TEC. 3TEC shall succeed to all the business, properties,
assets and liabilities of Middle Bay. Each stock certificate representing
issued and outstanding shares of Middle Bay will continue to represent the
same number of shares of stock of 3TEC. Effective December 7, 1999, the
Common Stock of 3TEC will trade on the Nasdaq SmallCap Market under the
symbol "TTEN".
Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the
stock of 3TEC is deemed to be registered pursuant to Section 12(g) of the
Exchange Act. In accordance with Rule 12g-3(f) 3TEC is filing this Current
Report on Form 8-K.
The December 6, 1999 press release is filed herewith as Exhibit
99.1, and is incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed herewith and are incorporated
herein by reference:
2.1 Agreement and Plan of Merger, dated November 24, 1999, by and between
3TEC Energy Corporation, a Delaware corporation and Middle Bay Oil
Company, Inc., an Alabama corporation (Incorporated by reference to
Exhibit A to the definitive Proxy Statement of Middle Bay Oil Company,
Inc., filed October 25, 1999 (Commission File No. 0-21702))
3.1 Certificate of Incorporation of 3TEC Energy Corporation
99.1 Press Release issued by the Registrant on December 6, 1999
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.
Middle Bay Oil Company, Inc.
(Registrant)
Date: December 6, 1999 By: /s/ Floyd C. Wilson
Floyd C. Wilson
President, Chief Executive Officer
and Chairman of the Board
EXHIBIT INDEX: The following exhibits are filed herewith and are
incorporated herein by reference:
2.1 Agreement and Plan of Merger, dated November 24, 1999, by and between
3TEC Energy Corporation, a Delaware corporation and Middle Bay Oil
Company, Inc., an Alabama corporation (Incorporated by reference to
Exhibit A to the definitive Proxy Statement of Middle Bay Oil Company,
Inc., filed October 25, 1999 (Commission File No. 0-21702))
3.1 Certificate of Incorporation of 3TEC Energy Corporation
99.1 Press Release issued by the Registrant on December 6, 1999