- --------------------------------------------------------------------------------
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):
DECEMBER 22, 1995
CODA ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Delaware 0-10955 75-1842480
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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
- --------------------------------------------------------------------------------
Item 5. Other Events
------------
Coda Energy, Inc. (the "Company") announced today that its Board of Directors,
acting upon the recommendation of the Special Committee of the Board, has
approved an amendment to the Company's Agreement and Plan of Merger with Joint
Energy Development Investments Limited Partnership ("JEDI") and Coda
Acquisition, Inc. ("CAI") relating to Coda's pending merger transaction with
CAI, a subsidiary of JEDI. The amendment provides that the condition to the
merger agreement requiring the sale of Coda's natural gas gathering and
processing subsidiary, Taurus Energy Corp. ("Taurus"), is removed from the
agreement and is no longer a condition to consummation of the merger. While
Coda has held serious discussions with certain prospective buyers for Taurus for
several months, the parties do not believe that Coda can achieve a timely sale
of Taurus on acceptable terms. In exchange for removal of this condition, the
Board has agreed to a reduction in the per share merger price from $8.00 per
share to $7.75 per share. The action of the Board and the amendment to the
Merger Agreement are subject to (i) negotiation and execution of amendments to
certain other agreements relating to the Merger and (ii) confirmation from the
independent financial advisor to the Special Committee that the revised merger
price is fair to Coda's stockholders.
Item 7. Financial Statements and Exhibits
---------------------------------
The following documents are attached hereto as exhibits:
2.1 Amendment to Agreement and Plan of Merger.
99.1 Coda Energy, Inc. Press Release dated December 22, 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: December 26, 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.
- ----------- ---------------------- ----------
2.1 Amendment to Agreement and Plan of Merger. 4
99.1 Coda Energy, Inc. Press Release dated 9
December 22, 1995.
Page - 3