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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 23, 2002
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PATINA OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-14344 75-2629477
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1625 Broadway
Denver, Colorado 80202
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (303) 389-3600
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ITEM 5. OTHER EVENTS
The following press release was issued pursuant to direction from the Patina Oil
& Gas Corporation Board of Directors on May 23, 2002:
NEWS RELEASE
PATINA TO PAY 25% STOCK DIVIDEND
DENVER, COLORADO - MAY 23, 2002 - PATINA OIL & GAS CORPORATION (NYSE:POG) today
announced that its Board of Directors had approved a 25% stock dividend to be
paid to stockholders of record at close of business on June 10, 2002.
Stockholders will receive an additional share of common stock for every four
shares they hold as of that date. The stock dividend will be paid on June 20,
2002. Cash will be paid in lieu of fractional shares at the closing price of the
common stock on June 10th. Based on currently issued stock, shares outstanding
will increase to roughly 27.3 million shares after the stock dividend. There
will be approximately 29.0 million fully diluted shares at that time.
The Dividend Administration Committee simultaneously declared a quarterly cash
dividend at the pre-existing rate of $0.05 per share on the Company's Common
Stock. The cash dividend will be paid on all shares of common stock including
those issued in the stock dividend. The cash dividend is payable on June 28,
2002 to stockholders of record on June 10, 2002.
Commenting on the announcement, Thomas J. Edelman, the Company's Chairman said,
"We decided to declare a stock dividend in light of the exceptional performance
of the Company and its share price over the past few years. While a stock
dividend does not change anyone's proportionate interest in the Company, it
increases the number of shares outstanding and should enhance liquidity in the
market for our stock. In addition, as the Board maintained the current $0.05 per
share quarterly cash dividend rate, the stock dividend effectively increased the
cash dividend to shareholders by 25%."
This release contains certain forward-looking statements within the meaning of
the Federal securities laws. Such statements are based on management's current
expectations, estimates and projections, which are subject to a wide range of
uncertainties and business risks. Factors that could cause actual results to
differ from those anticipated are discussed in the Company's periodic filings
with the Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended December 31, 2001.
Patina is an independent oil company engaged in the acquisition, development,
exploitation and production of oil and natural gas primarily in Colorado's
Wattenberg Field.
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Contact: David J. Kornder
Chief Financial Officer
(303) 389-3600
dkornder@patinaoil.com
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 thereunto duly authorized.
PATINA OIL & GAS CORPORATION
BY /s/ David J. Kornder
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David J. Kornder, Executive Vice President
and Chief Financial Officer
May 23, 2002