1
Filed by Bellwether Exploration Company
Pursuant to Rule 425 of the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Bellwether Exploration Company
Commission File No: 000-08609
The following press release was made
by Bellwether Exploration Company.
Bellwether Exploration Company
1331 Lamar, Suite 1455
Houston, Texas 77010-3039
[BELLWETHER LOGO APPEARS HERE] NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CONTACT:
FEBRUARY 2, 2001 LANCE L. WEAVER - DIRECTOR, INVESTOR RELATIONS,
AND FINANCIAL ANALYSIS
weaverl@bellwetherexp.com
(713) 495-3061
BELLWETHER EXPLORATION COMPLETES
LAST PHASE OF NON-CORE OIL AND GAS
PROPERTY DIVESTITURE PROGRAM
HOUSTON - Bellwether Exploration Company (NASDAQ: BELW) announced today the
completion of the last phase of its divestiture program with the sale of
approximately 4 MMBOE of non-core oil and gas properties for $27 million.
Proceeds from the transaction will be used to pay down company debt.
Today's announced sale will eliminate approximately 450 wells, while reducing
production by only 2,293 net BOE per day. Bellwether is also in the final stages
of negotiations for the sale of a gas plant in West Texas, and is expected to
close within 30 days. The total divestiture program which was initiated last
fall, included overall sales of approximately 7.3 MMBOE for $49 million, and
will represent annual cost savings of approximately $1 million in associated G&A
expenses.
"This sale, along with the prior property sale transactions, will complete the
divestiture phase of our strategy that we laid out earlier this fall." commented
Doug Manner, President and CEO. "Our balance sheet will be improved and will
provide the ability to re-deploy, through acquisition, into new, operated assets
in our core areas", added Manner.
In addition to today's announced property sale, Bellwether continues to move
forward with its plans to acquire Bargo Energy Company. The SEC Form S-4
Registration Statement was filed on February 1, 2001. Additionally, new budgets
are being honed and asset integration plans are proceeding.
Bellwether Exploration Company is an independent oil and gas exploration and
production company headquartered in Houston, Texas with oil and gas properties
located in three core areas: the Gulf of Mexico both onshore and offshore,
Southeast New Mexico/West Texas and Ecuador.
###
This news release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurances that forecasted
results will be achieved. Important factors that could cause actual results to
differ materially from those in the forward-looking statements herein are
referenced in the Company's annual report and 10-K for year-end 1999 and current
reports and registration statements filed with the Securities and Exchange
Commission.
INVESTOR NOTICES
This conference call script includes "forward-looking statements" as defined by
the Securities and Exchange Commission. Such statements are those concerning the
companies' merger and strategic plans, expectations and objectives for future
operations. All statements included in this press release that address
activities, events or developments that the companies expect, believe or
anticipate will or may occur in the future are forward-looking statements. This
includes completion of the proposed merger, completion of reserve estimates,
production, cash flow and EBITDA estimates, future financial performance, future
equity issuance and other matters. These statements are based on certain
assumptions made by the companies based on their experience and perception of
historical trends, current conditions, expected future developments and other
factors they believe are appropriate in the circumstances. Such statements are
subject to a number of assumptions, risks and uncertainties, many of which are
beyond the control of the companies. Statements regarding future production are
subject to all of the risks and uncertainties normally incident to the
exploration for and development and production of oil and gas. These risks
include, but are not limited to, inflation or lack of availability of goods and
services, environmental risks, drilling risks and regulatory changes. Investors
are cautioned that any such statements are not guarantees of future performance
and that actual results or developments may differ materially from those
projected in the forward-looking statements.
Investors and security holders are urged to read the proxy statement/prospectus
that will be included in the Registration Statement on Form S-4 to be filed with
the SEC in connection with the proposed merger. Bellwether Exploration Company
("Bellwether") and Bargo Energy Company ("Bargo") will file the proxy
statement/prospectus with the SEC. Investors and security holders may obtain a
free copy of the proxy statement/prospectus (when available) and other documents
filed by Bellwether and Bargo with the SEC at the SEC's web site at www.sec.gov.
The proxy statement/prospectus and such other documents (relating to Bellwether)
may also be obtained for free from Bellwether by directing such request to:
Bellwether Exploration Company, Bellwether Exploration Company, 1331 Lamar,
Suite 1455, Houston, Texas 77010, Attention: Lance Weaver; telephone: (713)
495-3061; e-mail: weaverl@bellwetherexp.com. The proxy statement/prospectus and
such other documents (relating to Bargo) may also be obtained for free from
Bargo by directing such request to: Bargo Energy Company, 700 Louisiana, Suite
3700, Houston, Texas 77002, Attention: Jerry Sears; telephone: (713) 236-9792;
e-mail: jsears@bargo.com.
Bellwether, its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation" of proxies
from Bellwether's shareholders in connection with the merger. Information
regarding such persons and a description of their interests in the merger will
be contained in the Registration Statement on Form S-4 when it is filed.
Bargo, its directors, executive officers and certain members of management and
employees may be considered "participants in the solicitation" in connection
with the merger. Information regarding such persons and a description of their
interests in the merger will be contained in the Registration Statement on Form
S-4 when it is filed.