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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 21, 2001
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WESTPORT RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
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NEVADA 1-14256 13-3869719
(State or other jurisdiction of incorporation (Commission File Number) (I.R.S. Employer
Identification Number)
410 SEVENTEENTH STREET
SUITE 2300 80202
DENVER, COLORADO (Zip code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (303) 573-5404
BELCO OIL & GAS CORP.
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 21, 2001, the stockholders of Belco Oil & Gas Corp., a Nevada
corporation ("Belco"), now known as Westport Resources Corporation, approved the
Agreement and Plan of Merger dated as of June 8, 2001 (the "Merger Agreement"),
between Belco and Westport Resources Corporation, a Delaware corporation
("Westport"). Pursuant to the Merger Agreement, Westport was merged with and
into Belco (the "Merger"), with Belco surviving and changing its name to
Westport Resources Corporation ("New Westport"). The transaction will be
accounted for under the purchase method of accounting, and New Westport will
follow the successful efforts method of accounting for its oil and gas
activities.
Prior to the Merger with Belco, Westport was a Denver-based independent
energy company with exploitation, exploration and acquisition activities in the
Gulf of Mexico, the Rocky Mountains, West Texas/Mid-Continent and the Gulf
Coast. At June 30, 2001 Westport reported 445 Bcfe of proved reserves. During
the first half of calendar year 2001 Westport produced approximately 32 Bcfe.
Prior to the Merger with Westport, Belco was an independent energy
company with its primary operating office in Dallas, Texas. Belco was engaged in
the exploration for, and the acquisition, exploitation, development and
production of, natural gas and oil in the United States, primarily in the Rocky
Mountains, the Gulf Coast, the Permian Basin and the Mid-Continent region. At
June 30, 2001 Belco reported 637 Bcfe of proved reserves. During the first half
of calendar year 2001 Belco produced approximately 30 Bcfe.
Based on the combined proved reserves of Westport and Belco as of the
end of 2000, New Westport is one of the 20 largest publicly traded independent
exploration and production companies in the United States. New Westport will be
headquartered in Denver, Colorado with operating offices in Dallas, Texas and
Houston, Texas. As a result of the merger, New Westport has estimated proved
reserves of approximately 1.1 Tcfe as of June 30, 2001, of which 54% is gas. On
a combined basis, the transaction is projected to increase Westport's production
by approximately 91% and EBITDAX by approximately 42% over Westport's second
quarter 2001 results. As Belco's oil and gas hedges expire, New Westport expects
EBITDAX to show marked improvement.
New Westport will be managed by the executive management team of
Westport and Grant W. Henderson, former President and Chief Operating Officer of
Belco. Mr. Henderson joined the New Westport management team as Executive Vice
President and General Manager of the Southern Division based in Dallas. Donald
D. Wolf will be Chairman and Chief Executive Officer and Barth E. Whitham will
be President and Chief Operating Officer of New Westport. New Westport's Board
of Directors will consist of members of Westport's Board of Directors, Robert A.
Belfer, former Chairman and Chief Executive Officer of Belco, and Laurence D.
Belfer, former Vice Chairman of Belco.
Holders of issued and outstanding shares of common stock of Westport
("Westport Common Stock") will receive one share (the "Westport Exchange Ratio")
of common stock of
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New Westport ("New Westport Common Stock") for each share of Westport Common
Stock they hold. Holders of issued and outstanding shares of common stock of
Belco ("Belco Common Stock") will receive 0.4125 of a share (the "Belco Exchange
Ratio") of New Westport Common Stock for each share of Belco Common Stock they
hold. Cash will be paid in lieu of fractional shares of Belco Common Stock. Each
issued and outstanding share of Belco's 6 1/2% Convertible Preferred Stock will
remain outstanding and the existing conversion rate has been adjusted as a
result of the Merger so that holders will be entitled to receive 0.465795 of a
share of New Westport Common Stock upon conversion. Belco and Westport
determined the Belco Exchange Ratio and Westport Exchange Ratio pursuant to
arm's-length negotiations between the parties. Prior to the Merger, (i) Belco
received the written opinion from its independent financial advisor that, as of
the date of such opinion, the Belco Exchange Ratio was fair from a financial
point of view to the holders of Belco Common Stock, taking into account the
Westport Exchange Ratio and (ii) Westport received the written opinion of its
independent financial advisor as to the fairness from a financial point of view,
as of the date of such opinion, of the Westport Exchange Ratio. As a result of
the Merger, former Westport common stockholders hold approximately 73.9% of the
outstanding New Westport Common Stock.
Pursuant to Voting Agreements entered into on June 8, 2001 (the "Voting
Agreements"), stockholders of Belco owning approximately 51.8% of the
outstanding Belco Common Stock voted all shares of Belco Common Stock held by
them in favor of the Merger and stockholders of Westport owning approximately
73.2% of the outstanding Westport Common Stock voted all shares of Westport
Common Stock held by them in favor of the Merger.
The descriptions of the Merger Agreement and the Voting Agreements set
forth above are qualified by reference to the Merger Agreement and the Voting
Agreements that are filed as Exhibit 2.1, 2.2 and 2.3 to Belco's Registration
Statement on Form S-4 (Registration No. 333-64320), respectively, and are
incorporated herein by reference.
This announcement includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, without limitation, New Westport's current expectations or
forecasts of the Merger, projected financial results, estimates with respect to
reserves, estimated production rates and growth opportunities. Although New
Westport believes that the expectations reflected in such forward-looking
statements are reasonable, New Westport can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from those in the forward-looking
statements include risks associated with:
o exploration;
o drilling and recompletion activities;
o the timing and extent of changes in commodity prices;
o the future production decline rates of newly completed wells;
o unforeseen engineering and mechanical or technological
difficulties in drilling and recompleting wells;
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o uncertainties in the estimation of proved reserves and in the
projection of future rates of production and timing of
exploitation expenditures;
o actions or inactions of third-party operators on New
Westport's properties;
o climatic conditions;
o environmental conditions;
o ability to find and retain skilled personnel;
o availability and cost of material and equipment;
o availability of capital;
o strength and financial resources of New Westport's
competitors;
o regulatory developments;
o general economic conditions; and
o other risks more fully described in Westport's and Belco's
previous filings with the Securities and Exchange Commission,
including Joint Proxy Statement/Prospectus, filed on August 1,
2001; Westport's Annual Report on Form 10-K for the year ended
December 31, 2001, filed on March 16, 2001; Belco's Annual
Report on Form 10-K/A for the year ended December 31, 2001,
filed on April 2, 2001; Westport's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001, filed on August 14,
2001; and Belco's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, filed on August 14, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Audited Financial Statements of Westport(1)
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1999 and 2000
Consolidated Statements of Operations for the years ended December 31,
1998, 1999 and 2000
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1998, 1999 and 2000
Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1999 and 2000
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Notes to Consolidated Financial Statements
Unaudited Interim Financial Statements of Westport(2)
Consolidated Balance Sheets as of December 31, 2000 and June 30, 2001
(unaudited)
Consolidated Statements of Operations for the six months ended June 30,
2000 and 2001 (unaudited)
Consolidated Statements of Cash Flows for the six months ended June 30,
2000 and 2001 (unaudited))
Notes to Consolidated Financial Statements (unaudited)
EPGC Properties(3)
Report of Independent Public Accountants
Statements of Revenues and Direct Operating Expenses for the EPGC
Properties for the years ended December 31, 1998 and 1999 and the three
months ended March 31, 2000
Notes to Statements of Revenues and Direct Operating Expenses for the
EPGC Properties
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(1) Incorporated by reference to pages F-41 through F-61 of Belco's Registration
Statement on Form S-4 (Registration No. 333-64320).
(2) Incorporated by reference to pages 1 through 6 of Westport's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2001 (Commission
File No. 1-16093).
(3) Incorporated by reference to pages F-68 through F-71 of Belco's Registration
Statement on Form S-4 (Registration No. 333-64320).
(b) PRO FORMA FINANCIAL INFORMATION.
The required pro forma financial information reflecting the Merger was included
on pages 82 to through 87 of Belco's Registration Statement on Form S-4
(Registration No. 333-64320), and is incorporated herein by reference.
(c) EXHIBITS.
2.1 -- Agreement and Plan of Merger dated June 8, 2001 by and between
Belco and Westport (incorporated by reference to Exhibit 2.1
to Registration Statement No. 333-64320 on Form S-4 of Belco)
2.2 -- Voting Agreement dated June 8, 2001 by and among Westport,
Belco and the Westport stockholders named therein
(incorporated by reference to
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Exhibit 2.2 to Current Report on Form 8-K of Belco filed with
the Securities and Exchange Commission on June 14, 2001
(Commission File No. 1-14256))
2.3 -- Voting Agreement dated June 8, 2001 by and among Westport,
Belco and the Belco stockholders named therein (incorporated
by reference to Exhibit 2.3 to Current Report on Form 8-K of
Belco filed with the Securities and Exchange Commission on
June 14, 2001 (Commission File No. 1-14256))
23.1 -- Independent Auditors' Consent
99.1 -- Press release dated August 21, 2001 entitled "Westport Closes
Merger with Belco for $866 million."
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SIGNATURES
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 thereunto duly authorized.
WESTPORT RESOURCES CORPORATION
By: /s/ Howard L. Boigon
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Howard L. Boigon
Vice President, General Counsel and
Secretary
Date: August 27, 2001
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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2.1 -- Agreement and Plan of Merger dated June 8, 2001 by and
between Belco and Westport (incorporated by reference to
Exhibit 2.1 to Registration Statement No. 333-64320 on
Form S-4 of Belco)
2.2 -- Voting Agreement dated June 8, 2001 by and among
Westport, Belco and the Westport stockholders named
therein (incorporated by reference to Exhibit 2.2 to
Current Report on Form 8-K of Belco filed with the
Securities and Exchange Commission on June 14, 2001
(Commission File No. 1-14256))
2.3 -- Voting Agreement dated June 8, 2001 by and among
Westport, Belco and the Belco stockholders named therein
(incorporated by reference to Exhibit 2.3 to Current
Report on Form 8-K of Belco filed with the Securities
and Exchange Commission on June 14, 2001 (Commission
File No. 1-14256))
23.1 -- Independent Auditors' Consent
99.1 -- Press release dated August 21, 2001 entitled "Westport
Closes Merger with Belco for $866 million."
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