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 17, 2001
-------------------------------
PRIZE ENERGY CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<Table>
<Caption>
Delaware 001-14575 75-2766114
- ------------------ ----------------- -------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3500 William D. Tate, Suite 200, Grapevine, Texas 76051
- ------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
</Table>
Registrant's telephone number, including area code (817) 424-0400
-----------------------------
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
As previously reported, on December 17, 2001, Magnum Hunter Resources,
Inc. ("Magnum Hunter") and Prize Energy Corp. ("Prize") entered into an
Agreement and Plan of Merger (the "Merger Agreement") whereby Prize
will be merged with and into Pintail Energy, Inc., a wholly owned
subsidiary of Magnum Hunter, thereby creating a large U.S. based
independent oil and gas company.
Under the terms of the Merger Agreement, Prize stockholders will
receive $24.00 per common share payable in 2.50 shares of Magnum Hunter
common stock for each share of Prize common stock plus a cash component
that will be determined based upon a sliding scale with a minimum of
$0.25 per share (Magnum Hunter market price of $9.50 per share or
greater) to a maximum of $5.25 per share (Magnum Hunter market price of
$7.50 per share or less) (the "Merger Consideration"). The market price
of the Magnum Hunter common stock is defined as the average price of
Magnum Hunter common stock during the 20 trading day period ending on
the fourth day prior to closing. The parties have certain rights to
terminate the transaction, should such market price be outside of the
designated collar.
Under the terms of the Merger Agreement, Prize's outstanding warrants,
including those traded on the American Stock Exchange, will remain
outstanding following the merger. Specifically, each outstanding
warrant will be assumed by Magnum Hunter and will be exercisable on the
same terms and conditions as apply immediately prior to the merger,
except that each outstanding warrant will be exercisable for the Merger
Consideration (i.e., each outstanding warrant will be exercisable for
that number of shares of Magnum Hunter common stock and the amount of
cash consideration into which the number of shares of Prize common
stock subject to such Prize warrant immediately prior to the merger
would receive pursuant to the terms of the merger).
With respect to the stock portion of the transaction, the merger is
expected to be non-taxable to the stockholders of both companies. The
Board of Directors of both companies have unanimously approved the
merger. The merger is subject to stockholder approval of both companies
and other conditions. Natural Gas Partners V, L.P., which owns over 50%
of the outstanding common stock of Prize, has agreed to vote in favor
of the merger. As a result of the merger, Prize stockholders will own
approximately 49 percent of the combined company and Magnum Hunter
stockholders will own approximately 51 percent.
The foregoing summary is qualified in its entirety by
reference to the Merger Agreement, the First Amendment to the Merger
Agreement, the Voting Agreement and the press release announcing the
proposed merger, which are attached as exhibits hereto and are
incorporated herein by reference in their entirety.
2
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following documents are filed herewith as exhibits to this
Form 8-K.
2.1 Agreement and Plan of Merger, dated December 17,
2001, among Magnum Hunter Resources, Inc., Pintail
Energy, Inc. and Prize Energy Corp.
2.2 First Amendment to Agreement and Plan of Merger,
dated as of December 17, 2001, among Magnum Hunter
Resources, Inc., Pintail Energy, Inc., a Texas
corporation, Prize Energy Corp. and Pintail Energy,
Inc., a Delaware corporation.
2.3 Agreement to Vote, dated December 17, 2001, among
Natural Gas Partners V, L.P., Prize Energy Corp. and
Magnum Hunter Resources, Inc.
99.1 Press Release, dated December 18, 2001.
3
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 hereunto duly authorized.
PRIZE ENERGY CORP.
Date: December 26, 2001 By: /s/ Lon C. Kile
---------------------------------
Lon C. Kile
President
4
EXHIBIT INDEX
The following documents are filed herewith as exhibits to this Form 8-K.
<Table>
<Caption>
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger, dated December 17, 2001, among
Magnum Hunter Resources, Inc., Pintail Energy, Inc. and Prize
Energy Corp.
2.2 First Amendment to Agreement and Plan of Merger, dated as of
December 17, 2001, among Magnum Hunter Resources, Inc., Pintail
Energy, Inc., a Texas corporation, Prize Energy Corp. and
Pintail Energy, Inc., a Delaware corporation.
2.3 Agreement to Vote, dated December 17, 2001, among Natural Gas
Partners V, L.P., Prize Energy Corp. and Magnum Hunter
Resources, Inc.
99.1 Press Release, dated December 18, 2001.
</Table>
5