================================================================================
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) December 21, 1995
-----------------------
KEY PRODUCTION COMPANY, INC.
Commission file number 0-17162
A Delaware Corporation IRS Employer No. 84-1089744
One Norwest Center, 20th Floor
1700 Lincoln Street
Denver, CO 80203-4520
Telephone Number (303) 837-0779
================================================================================
Item 5. Other Events.
-------------
On December 21, 1995, the Registrant issued the following press release:
FOR IMMEDIATE RELEASE KEY CONTACT: MONROE W. ROBERTSON
THURSDAY, DECEMBER 21, 1995 (303) 837-0779
BROCK CONTACT: KEN STUCKE
(504) 586-1815
KEY AND BROCK ANNOUNCE MERGER AGREEMENT
Denver, CO -- Key Production Company, Inc. (NASDAQ: KPCI) and Brock
Exploration Corporation (AMEX: BKE) announced today that they have
entered into a definitive merger agreement that would combine the two
companies. The merger will be structured as a tax-free exchange with
each Brock stockholder receiving one share of Key stock for each 1.45
Brock shares held.
Key reported that it intends to open a regional office in New Orleans
with some of the former Brock employees. Mick Merelli, Chairman of Key,
and Lawrence Brock, Chairman of Brock, said they believe that the
combined companies will enjoy increased economies of scale and be
stronger than either one was alone.
The merger is subject to approval by the stockholders of both Key and
Brock and certain other conditions. The necessary filing with the SEC of
Key's registration statement covering the Key shares to be issued in the
merger will now be made as soon as practicable. Both Key and Brock
anticipate submitting the merger to their respective stockholders for
approval at special meetings in February 1996. Subject to stockholder
approval and the other conditions, it is anticipated that the
transaction will be consummated in the spring of next year.
Key Production Company, Inc. is an independent natural gas and oil
exploration and production company.
Brock Exploration Company is an independent natural gas and oil
exploration and production company.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Not applicable.
(b) Not applicable.
-2-
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Agreement and Plan of Merger dated as of December 21,
1995 among Key Production Company, Inc., Key
Acquisition One, Inc. and Brock Exploration
Corporation.
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.
KEY PRODUCTION COMPANY, INC.
Date: January 3, 1996 By: /s/ Monroe W. Robertson
------------------------
Monroe W. Robertson
Senior Vice President
-3-