1 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 22, 1998 Commission File No. 000-20849 Rutherford-Moran Oil Corporation (Exact name of Registrant as specified in its charter) Delaware 76-0499690 (State of Incorporation (I.R.S. Employer Organization) Identification Number) 5 Greenway Plaza Suite 220 Houston, Texas 77046 (Address of principal executive offices, including zip code) (713) 622-5555 (Registrant's telephone number, including area code) 2 Item 1. Other Events On January 22, 1998, Rutherford-Moran Oil Corporation publicly announced that it has initiated a process to explore various strategic alternatives, including the possible merger or sale of the company. The purpose of this report is to file the press release containing such announcement under the Securities Exchange Act of 1934, as amended, so that such announcement may be incorporated by reference in the Registration Statement on Form S-4 of Rutherford-Moran Oil Corporation, relating to an offer to exchange Rule 144A debt securities for similar securities that are publicly registered. Item 2. Statements and Exhibits Exhibits: Exhibit Number Description ---------- -------------- 99.1 Press release of Rutherford-Moran Oil Corporation dated January 22, 1998 SIGNATURE 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. Rutherford-Moran Oil Corporation (Registrant) /s/ DAVID F. CHAVENSON ------------------------------------------- David F. Chavenson Vice President, Finance and Chief Financial Officer and Corporate Secretary Date: February 3, 1998 3 INDEX TO EXHIBITS Exhibit Number Description ------- ----------- 99.1 Press release of Rutherford-Moran Oil Corporation dated January 22, 1998