================================================================================ 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): APRIL 26, 1995 CODA ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) State of Delaware 0-10955 75-1842480 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 5735 Pineland Drive Suite 300 Dallas, Texas 75231 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 692-1800 ================================================================================ Index of Exhibits - Page 3 Number of Pages - 5 Item 5. Other Events ------------ CODA ANNOUNCES POSSIBLE ACQUISITION PROPOSAL Coda Energy, Inc. announced today that its Chairman and Chief Executive Officer, Douglas H. Miller, has advised the Company that he is engaged in forming an investor group, and has entered into discussions with various parties regarding obtaining financing, for the possible cash acquisition of the Company. Mr. Miller advised Coda that neither the terms nor the timing of any such acquisition proposal had been determined at this time. Mr. Miller indicated, however, that if a proposal were to be made, the acquisition price would represent a premium to recent trading prices of Coda's common stock. The Board of Directors of the Company has appointed a Special Committee of outside directors for the purpose of, among other things, considering any acquisition proposal. The Special Committee will retain independent legal counsel to advise it and an independent investment banking firm to evaluate any acquisition proposal. Item 7. Financial Statements and Exhibits --------------------------------- The following documents are attached hereto as exhibits: 99.1 Coda Energy, Inc. Press Release dated April 26, 1995. - -------------------------------------------------------------------------------- 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. Date: April 27, 1995 CODA ENERGY, INC. By: \s\ Joe Callaway ------------------------------------- Joe Callaway, Vice President and General Counsel Page - 2 EXHIBIT INDEX Sequential Exhibit No. Description of Exhibit Page No. - ------------- ----------------------------------------------- ---------- 99.1 Coda Energy, Inc. Press Release dated April 5 26, 1995. Page - 3