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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 20, 1995
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SOUTHERN MINERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-8043 36-2068676
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(Commission File Number) (IRS Employer Identification No.)
500 Dallas, Suite 2800, Houston, Texas 77002-4708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 658-9444
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17001 Northchase, Suite 690 Houston, Texas 77060-2138
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 20, 1995, Southern Mineral Corporation (the "Company" or
"Registrant") purchased from Stone & Webster, Incorporated ("S&W") and Stone &
Webster Oil Company, Inc. ("SWOC" and together with S&W, "Sellers"), certain of
SWOC's oil and gas assets, and the outstanding capital stock of three
wholly-owned subsidiaries of S&W and SWOC engaged in oil and gas related
businesses, including production, marketing and pipelines. The aggregate
purchase price was $16,500,000 and after giving effect to production since
September 1, 1995, the aggregate cash purchase price paid was $16,200,000.
The Company financed the acquisition with internally generated funds
and two loans aggregating $15,200,000 made by Compass Bank-Houston on December
20, 1995. The Company borrowed $3,500,000 pursuant to a term loan due July 1,
1996. The Company also borrowed $11,700,000 pursuant to a revolving loan with
an initial borrowing base of $12,500,000, due June 1, 1998. The term loan
bears interest at a floating per annum rate equal to the highest prime rate
published in the Wall Street Journal's "Money Rates" table ("Floating Prime
Rate") plus two percent. Revolving loans bear interest, at the Company's
option, at either the Floating Prime Rate or at a per annum LIBO rate
determined by reference to Telerate Page 3750 (or if unavailable, similar
service) plus (i) two and one-half percent until the term loan is paid in full,
and thereafter (ii) two and one-quarter percent. The loans are secured by
substantially all assets of the Company and its subsidiaries.
This summary is qualified in its entirety by the October 31, 1995
Purchase and Sale Agreement between the Company and Sellers filed as an exhibit
to Registrant's Form 8-K dated October 31, 1995, and the December 20, 1995
Compass Bank-Houston loan documents filed herewith as exhibits. The December
20, 1995 News Release of the Company concerning the subject transactions is
attached hereto as an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
At the time of filing this Form 8-K, it is
impracticable for Registrant to provide the required financial
statements for acquired businesses. Registrant will file the
required financial statements as an amendment to this Form 8-K
as soon as practicable, but not later than March 4, 1996.
(b) Pro Forma Financial Information.
At the time of filing this Form 8-K, it is
impracticable for Registrant to provide the required pro forma
financial information. Registrant will file the required pro
forma financial information as an amendment to this Form 8-K
as soon as practicable, but not later than March 4, 1996.
(c) Exhibits.
2.1 Purchase and Sale Agreement, dated as of October 31,
1995, by and among Stone & Webster, Incorporated,
Stone & Webster Oil Company, Inc. and Southern
Mineral Corporation (incorporated by reference to
Exhibit 2.1 to Form 8-K of Registrant dated October
31, 1995).
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2.2 Escrow Agreement, dated as of October 31, 1995, by
and among Southern Mineral Corporation, Stone &
Webster, Incorporated, Stone & Webster Oil Company,
Inc. and Texas Commerce Bank National Association
(incorporated by reference to Exhibit 2.2 to Form 8-K
of Registrant dated October 31, 1995).
10.1 Credit Agreement, dated December 20, 1995, between
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, Spruce Hills Production Company,
Inc., and Compass Bank-Houston for Reducing Revolving
Line of Credit of up to $25,000,000 (filed herewith).
10.2 Promissory Note, dated December 20, 1995, in the
original principal amount of $25,000,000, made by
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, and Spruce Hills Production
Company, Inc. in favor of Compass Bank-Houston (filed
herewith).
10.3 Credit Agreement, dated December 20, 1995, between
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, Spruce Hills Production Company,
Inc., and Compass Bank-Houston for Term Loan of
$3,500,000 (filed herewith).
10.4 Promissory Note, dated December 20, 1995, in the
original principal amount of $3,500,000, made by
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, and Spruce Hills Production
Company, Inc. in favor of Compass Bank-Houston (filed
herewith).
99 News Release of Southern Mineral Corporation dated
December 20, 1995 (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
January 3, 1996 SOUTHERN MINERAL CORPORATION
By: /s/ Steven H. Mikel
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Steven H. Mikel, President
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EXHIBIT INDEX
2.1 Purchase and Sale Agreement, dated as of October 31,
1995, by and among Stone & Webster, Incorporated,
Stone & Webster Oil Company, Inc. and Southern
Mineral Corporation (incorporated by reference to
Exhibit 2.1 to Form 8-K of Registrant dated October
31, 1995).
2.2 Escrow Agreement, dated as of October 31, 1995, by
and among Southern Mineral Corporation, Stone &
Webster, Incorporated, Stone & Webster Oil Company,
Inc. and Texas Commerce Bank National Association
(incorporated by reference to Exhibit 2.2 to Form 8-K
of Registrant dated October 31, 1995).
10.1 Credit Agreement, dated December 20, 1995, between
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, Spruce Hills Production Company,
Inc., and Compass Bank-Houston for Reducing Revolving
Line of Credit of up to $25,000,000 (filed herewith).
10.2 Promissory Note, dated December 20, 1995, in the
original principal amount of $25,000,000, made by
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, and Spruce Hills Production
Company, Inc. in favor of Compass Bank-Houston (filed
herewith).
10.3 Credit Agreement, dated December 20, 1995, between
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, Spruce Hills Production Company,
Inc., and Compass Bank-Houston for Term Loan of
$3,500,000 (filed herewith).
10.4 Promissory Note, dated December 20, 1995, in the
original principal amount of $3,500,000, made by
Southern Mineral Corporation, SMC Production Co., San
Salvador Development Company, Inc., Venture
Resources, Inc., Venture Pipeline Company, VenGas
Pipeline Company, and Spruce Hills Production
Company, Inc. in favor of Compass Bank-Houston (filed
herewith).
99 News Release of Southern Mineral Corporation dated
December 20, 1995 (filed herewith).