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UNITED STATES
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
March 31, 2000
Date of Report
(Date of earliest event reported)
BARGO ENERGY COMPANY
(Exact name of small business issuer as specified in its charter)
Texas 0-8609 87-0239185
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
700 Louisiana, Suite 3700
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713)236-9792
(Issuer's telephone number, including area code)
Not Applicable
(Former name and former address,
if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 31, 2000 we completed the acquisition of selected producing
properties in the Permian Basin, East Texas and Mid-Continent from
Texaco for $161.1 million before adjustments. The effective date of the
purchase is January 1, 2000. Aggregate current net production from the
properties totals approximately 9,000 barrels of oil and 11 million
cubic feet of gas per day. We now have proven reserves of approximately
75 million equivalent barrels of oil.
In connection with this acquisition, we closed a $245 million senior
secured credit facility to finance the acquisition and refinance
existing bank indebtedness. The new syndicated facility is provided by
several leading energy banks with Chase Bank of Texas, NA as the
Administrative Agent. The new facility is comprised of a $200 million
revolving credit facility with a $160 million initial borrowing base and
a $45 million term portion. The $45 million in term notes matures nine
months from the closing date.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Not applicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial statements required by this item will be filed by amendment as
soon as practicable, but no later than June 14, 2000.
(b) Pro Forma Financial Information.
Pro-forma financial statements required by this item will be filed by
amendment as soon as practicable, but no later than June 14, 2000.
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(c) Exhibits
Exhibit
Number Title of Documents
------- ------------------
2. Plan of acquisition, reorganization, arrangement, liquidation of
succession
2.1 Purchase and Sale Agreement between Texaco Exploration & Production
Inc. and Bargo Petroleum Corporation.*
2.2 Asset Purchase Agreement between Four Star Oil & Gas Company and Bargo
Petroleum Corporation.*
2.3 Asset Purchase Agreement between McFarland Energy, Inc. and Bargo
Petroleum Corporation.*
10. Material Contracts
10.1 Subscription Agreement dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners II LLC.
10.2 First Amendment to Second Amended and Restated Shareholders'
Agreement, dated March 31, 2000, among Bargo Energy Company, B. Carl
Price, Don Wm. Reynolds, Energy Capital Investment Company PLC, EnCap
Equity 1994 Limited Partnership, BER Partnership L.P., TJG
Investments, Inc., BEC Partnership, BOC Operating Corporation, Inc.,
Tim J. Goff, Thomas Barrow, James E. Sowell, EnCap Energy Capital Fund
III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners II LLC.
10.3 Third Amendment to Registration Rights Agreement dated March 31, 2000
among Energy Capital Investment Company PLC, EnCap Equity 1994 Limited
Partnership, EnCap Energy Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund III, L.P., Kayne Anderson
Energy Fund, L.P., BancAmerica Capital Investors SBIC I, L.P., Eos
Partners, L.P., Eos Partners SBIC, L.P., Eos Partners SBIC II, L.P.,
and SGC Partners II LLC.
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10.4 First Amendment to Stock Purchase Agreement dated March 31, 2000,
among Energy Capital Investment Company PLC, EnCap Energy Capital Fund
III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners II LLC and Bargo Energy
Company.
10.5 Assignment, Acknowledgment, Consent and Waiver dated March 31, 2000,
among Bargo Energy Company, Energy Capital Investment Company PLC,
EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II, L.P., SGC Partners II LLC,
and Chase Bank of Texas, National Association.
10.6 Escrow Agreement dated March 31, 2000, among Bargo Energy Company,
Energy Capital Investment Company PLC, EnCap Energy Capital Fund
III-B, L.P., EnCap Equity 1994, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II, L.P., SGC Partners II LLC,
and Chase Bank of Texas, National Association.
10.7 Acknowledgment and Consent dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Capital Partners II LLC.
10.8 Indemnification Agreement dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., SGC Partners II LLC, and Bankers Trust
Company.
10.9 Consent to Amendment to Registration Rights Agreement by TJG
Investments, Inc., BEC Partnership, BER Partnership, L.P., BOC
Operating Corporation, Tim J. Goff, Thomas Barrow, James E. Sowell, B.
Carl Price, Don Wm. Reynolds, Christie Price, Robert Price and Charles
D. Laudeman.
10.10 Credit Agreement dated March 31, 2000, among Bargo Energy Company,
Chase Bank of Texas National Association, as administrative agent,
Bankers Trust Company, as syndication agent and the other agents and
lenders signatory thereto.
* Confidential treatment has been requested.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BARGO ENERGY COMPANY
By: /s/ Jonathan M. Clarkson
--------------------------------
Jonathan M. Clarkson, President
Dated: April 17, 2000
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EXHIBIT INDEX
Exhibit
Number Title of Documents
------- ------------------
2. Plan of acquisition, reorganization, arrangement, liquidation of
succession
2.1 Purchase and Sale Agreement between Texaco Exploration & Production
Inc. and Bargo Petroleum Corporation.*
2.2 Asset Purchase Agreement between Four Star Oil & Gas Company and Bargo
Petroleum Corporation.*
2.3 Asset Purchase Agreement between McFarland Energy, Inc. and Bargo
Petroleum Corporation.*
10. Material Contracts
10.1 Subscription Agreement dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners II LLC.
10.2 First Amendment to Second Amended and Restated Shareholders'
Agreement, dated March 31, 2000, among Bargo Energy Company, B. Carl
Price, Don Wm. Reynolds, Energy Capital Investment Company PLC, EnCap
Equity 1994 Limited Partnership, BER Partnership L.P., TJG
Investments, Inc., BEC Partnership, BOC Operating Corporation, Inc.,
Tim J. Goff, Thomas Barrow, James E. Sowell, EnCap Energy Capital Fund
III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners II LLC.
10.3 Third Amendment to Registration Rights Agreement dated March 31, 2000
among Energy Capital Investment Company PLC, EnCap Equity 1994 Limited
Partnership, EnCap Energy Capital Fund III-B, L.P., BOCP Energy
Partners, L.P., EnCap Energy Capital Fund III, L.P., Kayne Anderson
Energy Fund, L.P., BancAmerica Capital Investors SBIC I, L.P., Eos
Partners, L.P., Eos Partners SBIC, L.P., Eos Partners SBIC II, L.P.,
and SGC Partners II LLC.
10.4 First Amendment to Stock Purchase Agreement dated March 31, 2000,
among Energy Capital Investment Company PLC, EnCap Energy Capital Fund
III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital Fund
III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Partners II LLC and Bargo Energy
Company.
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10.5 Assignment, Acknowledgment, Consent and Waiver dated March 31, 2000,
among Bargo Energy Company, Energy Capital Investment Company PLC,
EnCap Energy Capital Fund III-B, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II, L.P., SGC Partners II LLC,
and Chase Bank of Texas, National Association.
10.6 Escrow Agreement dated March 31, 2000, among Bargo Energy Company,
Energy Capital Investment Company PLC, EnCap Energy Capital Fund
III-B, L.P., EnCap Equity 1994, L.P., BOCP Energy Partners, L.P.,
EnCap Energy Capital Fund III, L.P., Kayne Anderson Energy Fund, L.P.,
BancAmerica Capital Investors SBIC I, L.P., Eos Partners, L.P., Eos
Partners SBIC, L.P., Eos Partners SBIC II, L.P., SGC Partners II LLC,
and Chase Bank of Texas, National Association.
10.7 Acknowledgment and Consent dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., and SGC Capital Partners II LLC.
10.8 Indemnification Agreement dated March 31, 2000, among Bargo Energy
Company, Energy Capital Investment Company PLC, EnCap Energy Capital
Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P.,
Eos Partners SBIC II, L.P., SGC Partners II LLC, and Bankers Trust
Company.
10.9 Consent to Amendment to Registration Rights Agreement by TJG
Investments, Inc., BEC Partnership, BER Partnership, L.P., BOC
Operating Corporation, Tim J. Goff, Thomas Barrow, James E. Sowell, B.
Carl Price, Don Wm. Reynolds, Christie Price, Robert Price and Charles
D. Laudeman.
10.10 Credit Agreement dated March 31, 2000, among Bargo Energy Company,
Chase Bank of Texas National Association, as administrative agent,
Bankers Trust Company, as syndication agent and the other agents and
lenders signatory thereto.
* Confidential Treatment has been requested.