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) May 2, 2001
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VINTAGE PETROLEUM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10578 73-1182669
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
110 West Seventh Street, Tulsa, Oklahoma 74119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 592-0101
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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On May 2, 2001, the Registrant, through an indirect wholly-owned
subsidiary, completed the acquisition of all of the outstanding shares of common
stock of Genesis Exploration Ltd. ("Genesis") for total consideration of
approximately $593 million, including transaction costs and the assumption of
the estimated net indebtedness of Genesis at closing. Funds for the purchase
were provided primarily from advances under the Registrant's revolving credit
facility pursuant to a Second Amended and Restated Credit Agreement dated as of
November 30, 2000, among the Registrant, as borrower, and certain commercial
lending institutions, as lenders, Bank of Montreal, as administrative agent,
Bank of America, N.A., as syndication agent, Societe Generale, Southwest Agency,
as documentation agent, and ABN AMRO Bank, N.A., as managing agent.
Genesis is a Canadian oil and gas company based in Calgary, Alberta.
Prior to closing, the common shares of Genesis were listed on the Toronto Stock
Exchange. Genesis' oil and gas properties are located primarily in the provinces
of Alberta, Saskatchewan and the Northwest Territories and total approximately
1.2 million net acres. The Registrant estimates Genesis' proved reserves, at the
time of acquisition, were 27.7 million barrels of oil and 207.2 billion cubic
feet of gas, or 62.2 million barrels of oil equivalent. These reserves are
located primarily in the provinces of Alberta and Saskatchewan. In addition to
the reserves, Genesis owns over 1.0 million net undeveloped acres principally
located in the provinces of Alberta and Saskatchewan, with a significant
portion, totaling approximately 440,000 net acres, located in the Northwest
Territories. Current net daily production, after estimated royalties, from
Genesis' oil and gas properties is approximately 17,800 barrels of oil
equivalent, comprised of approximately 71.0 million cubic feet of gas and 6,060
barrels of oil.
The Registrant plans for further development of Genesis' oil and gas
properties through an aggressive work program consisting of over 200 total
exploration and exploitation projects targeted to occur during the remainder of
2001, concentrated in the West Central, Grouard and Sturgeon Lake areas of
Alberta. Capital of $58 million has been budgeted for the work activity planned
for the remaining eight months of 2001.
Prior to closing, there was no material relationship between Genesis
and the Registrant or any of its affiliates, any director or officer of the
Registrant or any of their associates. The purchase price was determined through
arms-length negotiation between Genesis and the Registrant. The acquisition of
Genesis is being accounted for as a purchase and the financial results of
Genesis will be consolidated with the Registrant beginning May 2, 2001.
This Form 8-K includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements in this Form 8-K, other than
statements of historical facts, that address planned drilling and other
projects, budgeted capital allocation, reserve estimates and activities, events
or developments that the Registrant expects or anticipates will or may occur in
the future are forward-looking statements. Although the Registrant believes the
expectations expressed in such
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forward-looking statements are based on reasonable assumptions within the bounds
of its knowledge of its business, such statements are not guarantees of future
performance and actual results or developments may differ materially from those
in the forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include oil and gas
prices, exploitation and exploration successes, continued availability of
capital and financing, general economic, market or business conditions, the risk
factors listed from time to time in the Registrant's filings with the Securities
and Exchange Commission, and other factors, most of which are beyond the control
of the Registrant. The Registrant assumes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
It is impracticable to provide any of the required financial
statements for Genesis and pro forma financial information
relative to Genesis at the time of this filing. The required
financial statements and pro forma financial information will be
filed as soon as practicable.
(b) Pro forma financial information.
See (a) above.
(c) Exhibits.
2. Acquisition Agreement dated as of March 27, 2001, between
the Registrant and Genesis Exploration Ltd.
SIGNATURES
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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.
VINTAGE PETROLEUM, INC.
Date: May 15, 2001 By: /s/ Michael F. Meimerstorf
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Michael F. Meimerstorf
Vice President and Controller
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Exhibit Index
Exhibit
Number Description
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2. Acquisition Agreement dated as of March 27, 2001,
between the Registrant and Genesis Exploration Ltd.