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) July 26, 1996
PetroCorp Incorporated
(Exact name of registrant as specified in its charter)
Texas 0-22650 76-0380430
(State or other jurisdiction (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060-2391
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 875-2500
Not applicable
(Former name or former address, if changed since last report)
Item 2. Changes in Control of Registrant.
On July 26, 1996, Kaiser-Francis Oil Company ("Kaiser-Francis"), a wholly
owned subsidiary of GBK Corporation, a privately held corporation all of whose
outstanding capital stock is owned by George B. Kaiser or his affiliates,
completed the purchase of 2,121,000 shares of Common Stock, par value $.01 per
share, of PetroCorp Incorporated (the "Company") in a privately negotiated
transaction at a per share price of $8.25 (for an aggregate purchase price
of $17,498,250). This purchase, which represents approximately 24.7% of the
Company's outstanding shares, was made from five limited partnerships (the
"First Reserve Funds") controlled by First Reserve Corporation as the managing
general partner of each of the funds. The First Reserve Funds no longer own
any shares of the Company's Common Stock.
In addition to the privately negotiated purchase, Kaiser-Francis informed
the Company pursuant to a Schedule 13D that it has also made open market
purchases of an aggregate of 382,800 shares of Common Stock. According to
Kaiser-Francis, the funds used by it in purchasing the aggregate of 2,505,300
shares of Common Stock, representing approximately 29.2% of the Company's
outstanding shares, were all from the working capital of Kaiser-Francis.
According to Kaiser-Francis, it has acquired its shares of Common Stock
primarily to hold for investment. Dependent upon market conditions, pricing,
and availability, Kaiser-Francis intends to acquire additional shares of
PetroCorp. Kaiser-Francis has no intention of attempting to affect any
change in the business plan, policies, officers or directors of PetroCorp.
Dependent upon market conditions, pricing, industry conditions and company
performance, Kaiser-Francis may determine to sell all or part of its
shareholdings.
On August 1, 1996 following the sale by the First Reserve Funds of all
of their shares of Common Stock, John H. Hill, Chairman of First Reserve
Corporation, and David H. Kennedy, Managing Director of First Reserve
Corporation, resigned from their positions as members of the Board of
Directors of the Company. The Company's Board of Directors accepted these
resignations and elected Gary R. Christopher with Kaiser-Francis Oil Company
to fill one of the vacated positions as a Class III director whose term
expires at the Company's annual meeting in 1999. Mr. Christopher will also
serve on each of the Audit, Nominating and Compensation committees of the
Board.
The table below sets forth the number and percentage of shares
beneficially owned by each of the Company's principal shareholders following
the purchase by Kaiser-Francis:
Shares Percentage of Shares
Outstanding on
July 26, 1996
------------- ------------------
Kaiser-Francis Oil Company 2,505,300 29.2%
USF&G Corporation 1,731,000 20.2%
L.S. Holding Company
(indirect, wholly owned
subsidiary of CIGNA
Corporation) 1,586,157 18.5%
Hughes Investment
Management Company
(information as of
12/31/95) 520,000 6.1%
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibits
99.1 Press release dated June 27, 1996.
99.2 Press release dated August 1, 1996.
SIGNATURES
Pursuant to 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: August 6, 1996 PETROCORP INCORPORATED
(Registrant)
(Signature)
Craig K. Townsend
Vice President-Finance, Secretary
and Treasurer