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) January 10, 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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In connection with the Registrant's Registration Statement on Form S-3
filed on January 10, 1997, the following pro forma financial
information is being filed herewith:
VINTAGE PETROLEUM, INC. AND SUBSIDIARIES:
Pro Forma Consolidated Statement of Income for the year ended December
31, 1995
(Unaudited)
Notes to Pro Forma Consolidated Statement of Income (Unaudited)
Item 6. Resignations 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 in Fiscal Year.
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Not applicable.
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: January 10, 1997
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Historical
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Company
Company Pro Forma Pro Forma
Consolidated Cadipsa Adjustments Consolidated
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(Note 1) (Note 2) (Note 3)
REVENUES:
Oil and gas sales $160,254 $ 12,821 $ - $173,075
Oil and gas gathering 12,380 - - 12,380
Gas marketing 20,912 - - 20,912
Other income 1,251 - - 1,251
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194,797 12,821 207,618
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COSTS AND EXPENSES:
Lease operating, including
production taxes (Note 4) 66,771 8,712 (2,041)(a) 73,442
Oil and gas gathering 9,511 - - 9,511
Gas marketing 18,839 - - 18,839
General and administrative 11,601 4,180 (2,938)(b) 12,843
Depreciation, depletion and
amortization 52,257 3,583 - 55,840
Interest (Note 4) 20,178 4,211 168 (c) 24,557
Other expense (Note 4) - 1,683 - 1,683
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179,157 22,369 (4,811) 196,715
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Income before provision
for income taxes 15,640 (9,548) 4,811 10,903
PROVISION FOR INCOME TAXES 5,079 - (642)(d) 4,437
MINORITY INTEREST IN LOSS OF
SUBSIDIARY 800 - 621 (e) 1,421
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NET INCOME $ 11,361 $ (9,548) $ 6,074 $ 7,887
======== ======== ======== ========
NET INCOME PER SHARE $ .53 $ .37
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Weighted average common
shares outstanding 21,276 303 21,579
======== ======== ========
See notes to pro forma consolidated statement of income.
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(1) BASIS OF PRESENTATION
The pro forma consolidated statement of income for the year ended December
31, 1995, has been prepared assuming Vintage Petroleum, Inc. (the "Company")
consummated, on January 1, 1995, the acquisition of Cadipsa S.A. ("Cadipsa")
with funds provided by advances under the Company's revolving credit facility
and the issuance of 302,808 shares of common stock by the Company.
The Historical Company Consolidated statement of income for the year ended
December 31, 1995, is derived from the Company's 1995 audited consolidated
financial statements. The Historical Cadipsa statement of income is based on
Cadipsa's unaudited statement of income, prepared in accordance with generally
accepted accounting principles in the United States, for the six month period
ended June 30, 1995.
The pro forma adjustments are based upon available information and certain
assumptions that management of the Company believes are reasonable. The pro
forma consolidated statement of income does not purport to represent what the
Company's results of operations actually would have been had such transaction in
fact occurred on the date indicated. Additionally, future results may vary
significantly from the results reflected in the pro forma consolidated statement
of income due to future development work on oil and gas properties, normal
production declines, changes in prices, future transactions and other factors.
This pro forma consolidated statement of income and the notes thereto should be
read in conjunction with the Company's 1995 audited consolidated financial
statements and the notes thereto.
(2) ACQUISITION
Beginning on July 5, 1995, and continuing through December 31, 1995, the
Company purchased 71.6 percent of the outstanding shares of common stock of
Cadipsa for $18.1 million, comprised of approximately $12.4 million in cash and
302,808 shares of the Company's common stock valued at $5.7 million (the
"Cadipsa Acquisition").
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)
(3) PRO FORMA ADJUSTMENTS
The following describe the adjustments made to reflect the Cadipsa
Acquisition transactions as of January 1, 1995:
(a) The pro forma lease operating expenses have been adjusted to reflect the
estimated reduction in lease operating expenses for Cadipsa that would have
resulted had the Company controlled Cadipsa's operation of such properties
during the period from January 1, 1995, to July 5, 1995. The pro forma
adjustment includes reductions of 27 field employees and 20 outside
contractors. The Company has terminated or not retained, as the case may
be, employees that it determined were not required at the field operations
of Cadipsa. In addition, Cadipsa previously used a large number of outside
contractors. The Company has determined that it does not require certain of
these outside contractors and will not renew these contracts.
(b) The pro forma general and administrative expenses have been adjusted to
reflect the estimated reduction in general and administrative expenses for
Cadipsa that would have resulted had the Company controlled the
operations of Cadipsa during the period from January 1, 1995, to July 5,
1995. The pro forma adjustment includes reductions in office personnel,
professional fees and director fees. The Company reduced the number of
Cadipsa office employees by terminating 34 persons that the Company
determined were not required, including the majority of the previous
management. In addition, Cadipsa previously used a significant number of
independent professionals and consultants to perform functions such as
financial planning and operational consulting that the Company would have
performed with existing Company personnel. The number of outside directors
serving on Cadipsa's Board of Directors has been reduced from five to two,
and the monthly payment to each outside director has been reduced.
(c) The pro forma interest expense has been adjusted to reflect: (i) additional
interest from the Cadipsa Acquisition as of January 1, 1995, with funds
provided by advances under the Company's revolving credit facility, and (ii)
net reductions in interest from the application of proceeds from advances
under the Company's revolving credit facility to reduce certain higher cost
bank debt of Cadipsa as of January 1, 1995.
(d) The pro forma provision for income taxes have been adjusted to reflect a
provision for U.S. income taxes related to the Company's interest income on
intercompany loans to Cadipsa resulting from the pro forma adjustments
described in (c) (ii) above. Cadipsa has a significant Argentine income tax
loss carryforward available to offset taxable income and the Argentine
assets tax has been repealed. Thus, no current Argentine income taxes are
provided on the pro forma adjustments. No Argentine deferred tax benefit
has been recorded for Cadipsa due to the uncertainty of the realization of
deferred tax assets.
(e) The pro forma minority interest in loss of subsidiary has been adjusted to
reflect the losses of Cadipsa attributable to the 28.4 percent minority
interest.
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VINTAGE PETROLEUM, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)
(4) NON-RECURRING EXPENSES
The following, which are costs included in the pro forma consolidated
statement of income, were incurred by Cadipsa and are not expected to recur in
future periods:
(a) Lease operating expenses include $3,135,000 related to abnormal inventory
losses, costs associated with canceled projects and the closures of surface
pits.
(b) Other expenses of $1,683,000 relate primarily to a loss on a loan made by
Cadipsa. No other such loans remain outstanding as of June 30, 1995.
(c) Interest expense includes $468,000, related to the amortization of certain
financing costs which are not expected to recur in future periods.
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