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) October 16, 1997
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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)
4200 One Williams Center, Tulsa, Oklahoma 74172
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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 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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Not applicable.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not applicable.
Item 5. Other Events.
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(a) On September 12, 1997, the Company announced that its board of
directors had authorized a two-for-one common stock split. The board
authorized the mailing on October 7, 1997, of one share of common stock
for each share of common stock held by stockholders of record on
September 26, 1997 .
(b) The following pro forma financial information is being filed
herewith:
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
Pro Forma Combined Statement of Income for the six months ended
June 30, 1997 (Unaudited)
Notes to Pro Forma Combined Statement of Income (Unaudited)
Item 6. Resignation of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
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Not applicable.
Item 8. Change of Fiscal Year.
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Not applicable.
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
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Not applicable.
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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.
By: /s/ Michael F. Meimerstorf
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Michael F. Meimerstorf
Vice President and Controller
Date: October 16, 1997
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Historical
-------------------------- Company
Company Burlington Pro Forma Pro Forma
Consolidated Properties Adjustments Combined
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(Note 1) (Note 2) (Note 3)
REVENUES:
Oil and gas sales $169,363 $14,718 $ - $184,081
Oil and gas gathering 9,214 - - 9,214
Gas marketing 20,838 - - 20,838
Other income (expense) (338) - - (338)
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199,077 14,718 - 213,795
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COSTS AND EXPENSES:
Lease operating, including
production taxes 53,390 5,554 (230) (a) 58,714
Oil and gas gathering 7,765 - - 7,765
Gas marketing 19,831 - - 19,831
General and administrative 9,252 - 300 (b) 9,552
Depreciation, depletion and amortization 45,250 - 2,932 (c) 48,182
Interest 17,952 - 1,663 (d) 19,615
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153,440 5,554 4,665 163,659
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Income before income taxes
and minority interest 45,637 9,164 (4,665) 50,136
PROVISION FOR INCOME TAXES 10,212 - 1,750 (e) 11,962
MINORITY INTEREST IN INCOME
OF SUBSIDIARY (203) - - (203)
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NET INCOME $ 35,222 $ 9,164 $ (6,415) $ 37,971
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EARNINGS PER SHARE $ .68 $ .73
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Weighted average common
shares outstanding 51,980 51,980
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See notes to pro forma combined statement of income
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED STATEMENT OF INCOME
(UNAUDITED)
(1) BASIS OF PRESENTATION
The pro forma combined statement of income for the six months ended
June 30, 1997, has been prepared assuming the Company consummated the
acquisition of the Burlington Properties (as defined below) on January 1, 1997,
with funds provided by advances under the Company's revolving credit facility.
The Historical Company Consolidated results of operations for the
six months ended June 30, 1997, are derived from the unaudited consolidated
financial statements of the Company. The historical earnings per share and the
weighted average common shares outstanding have been adjusted to give effect to
the two-for-one common stock split effected on October 7, 1997.
The pro forma adjustments are based upon available information and
certain assumptions that management of the Company believes are reasonable. The
pro forma combined financial statements do not purport to represent what the
Company's financial position or results of operations actually would have been
had such transactions in fact occurred on the dates indicated or to project the
Company's financial position or results of operations for any future date or
period. These pro forma combined financial statements and the notes thereto
should be read in conjunction with the Company's 1996 audited consolidated
financial statements and the notes thereto.
(2) ACQUISITION OF BURLINGTON PROPERTIES
On April 1, 1997, the Company acquired from subsidiaries of Burlington
Resources Inc. certain oil and gas properties located in the Gulf Coast of Texas
and Louisiana (the "Burlington Properties") for approximately $101.4 million in
cash, after (a) adjustments for estimated revenues and expenses associated with
such properties from January 1, 1997, through March 31, 1997, and (b) certain
other adjustments. The funds used for this acquisition were obtained through
advances under the Company's revolving credit facility. The historical results
of operations of the Burlington Properties for the period January 1 through
March 31, 1997, are based on the unaudited statement of revenues and direct
operating expenses. The results of operations for the Burlington Properties are
included in the Historical Company Consolidated results of operations since the
April 1, 1997, acquisition date.
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED STATEMENT OF INCOME (CONTINUED)
(3) PRO FORMA ADJUSTMENTS
The following describe the adjustments made to reflect the foregoing
transaction as of the dates indicated above:
(a) The pro forma lease operating expenses have been adjusted to reflect the
estimated reduction in lease operating expenses on the Burlington
Properties that would have resulted had the Company operated such
properties during such period. The Company estimates that certain costs of
personnel and certain other costs incurred by the sellers in their
operation of the properties would have been significantly reduced had such
properties been operated by the Company due to a reduction in personnel and
different operating methods being utilized by the Company. The lower lease
operating expenses as estimated by the Company are consistent with the
Company's actual costs incurred in similar operations.
(b) The pro forma general and administrative expenses have been adjusted to
reflect the estimated increase in administrative personnel as a result of
the acquisition of the Burlington Properties.
(c) The pro forma depreciation, depletion and amortization expense has been
adjusted by computing the Company's pro forma cost of proved oil and gas
properties subject to amortization and estimated future costs to develop
such properties, pro forma production and pro forma proved reserves, giving
effect to the purchase of the Burlington Properties and comparing such
computation with historical amounts. The Company's U.S. pro forma
depreciation, depletion and amortization per equivalent barrel of oil is
$4.11 for the six months ended June 30, 1997.
(d) The pro forma interest expense has been adjusted to reflect the additional
interest resulting from the purchase of the Burlington Properties as of
January 1, 1997, with funds provided by advances under the Company's
revolving credit facility.
(e) The pro forma provision for income taxes has been adjusted to reflect the
Company's U.S. statutory income tax rate of 38.9 percent.
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