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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 1, 1997
Alliance Resources Plc
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(Exact name of registrant as specified in its charter)
England and Wales 333-19013 None
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(State of other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
Kingsbury House, 15-17 King Street, London SW1Y 6QU
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 44 (171) 930-9337
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This Amendment No. 1 to the Current Report on Form 8-K is filed to
provide the financial information required by Item 7 of the Report.
ITEM 2. Acquisition or Disposition of Assets
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Effective May 1, 1997, Alliance Resources Plc ("Alliance"), completed
its acquisition of LaTex Resources, Inc. ("LaTex"), in which a newly formed,
wholly owned subsidiary of Alliance merged (the "Merger") with and into LaTex,
with LaTex being the surviving corporation in the Merger. In consideration of
the Merger, the former shareholders of LaTex received an aggregate of 21,448,787
shares of Alliance, par value (pounds) 0.40 per share (the "New Alliance
Shares") and warrants to purchase an additional 1,927,908 New Alliance Shares.
As a result of the Merger, after giving effect to a 40-to-1 reverse
stock split of the Alliance ordinary shares, each LaTex shareholder at the close
of business on April 30, 1997, received 0.85981 of a New Alliance Share for each
share of LaTex Common Stock then held, 2.58201 New Alliance Shares for each
share of LaTex Series A stock then held, 6.17632 New Alliance Shares for each
share of LaTex Series B stock then held, and a warrant to purchase 0.85981 of a
New Alliance Share for each share of LaTex Common Stock subject to warrants
issued by LaTex then held.
Alliance has also issued 1,500,000 New Alliance Shares, convertible loan
notes and warrants to LaTex's bank in payment of certain fees and in exchange
for an overriding royalty interest held by the bank. As a result of the Merger
and related transactions, Alliance has outstanding approximately 31,052,603 New
Alliance Shares, warrants to purchase up to 3,138,946 New Alliance Shares and
convertible loan notes convertible into 1,078,125 New Alliance Shares.
After the close of business on April 30, 1997, no transfer of LaTex
shares will be effected. As soon as practicable, a letter of transmittal will be
mailed to all holders of LaTex shares to be used by those holders in
surrendering to the transfer agent of Alliance their stock certificates
representing LaTex shares and to receive in exchange certificates representing
New Alliance Shares. The New Alliance Shares will be listed on the London Stock
Exchange under the symbol "ARS." The consideration paid in the Merger and
related transactions was determined through arms-length negotiations.
The Merger and related transactions are intended to create an oil and
gas exploration, development and production company with greater opportunity for
growth through domestic acquisition and participation in foreign concessions
than either of the companies could achieve separately. Management of Alliance
intends to focus particularly on opportunities in the United States, the former
Soviet Union and the Middle East.
The Merger and the transactions related thereto are described in greater
detail in the joint Proxy Statement/Prospectus of Alliance and LaTex dated March
14, 1997, which is incorporated by reference as an exhibit to this report.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of business acquired.
Alliance's audited historical statements as of and for the years ended
April 30, 1996, 1995 and 1994, and unaudited interim statement for the six
months ended October 31, 1996, as well as LaTex's audited historical financial
statements as of and for the years ended July 31, 1996, 1995 and 1994, and
unaudited interim statements for the six months ended January 31, 1997, are
included as exhibits to this report.
(b) Pro forma financial information.
The unaudited pro forma financial statements of Alliance as of October
31, 1996, giving effect to the Merger and concurrent transactions are included
as exhibits to this report.
(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
99.1 Press Release announcing completion of the Merger.
99.2 Proxy Statement/Prospectus of Alliance with respect to the
Merger dated March 14, 1997 (incorporated by reference to the
filings made pursuant to Rule 424(b)(3) on April 8 and April
11, 1997).
99.3 Audited financial statements of Alliance as of and for the
years ended April 30, 1996, 1995 and 1994.
99.4 Unaudited interim statement of Alliance for the six months
ended October 31, 1996.
99.5 Audited historical financial statements of LaTex as of and
for the years ended July 31, 1996, 1995 and 1994.
99.6 Unaudited interim statements of LaTex for the six months
ended January 31, 1997.
99.7 Unaudited pro forma financial statements of Alliance as of
October 31, 1996.
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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 of the
undersigned hereunto duly authorized.
ALLIANCE RESOURCES PLC
Date: June 13, 1997 By: /s/ JOHN A. KEENAN
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Name: John A. Keenan
Title: Managing Director