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) February 28, 2002
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PRIZE ENERGY CORP.
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(Exact name of registrant as specified in its charter)
Delaware 001-14575 75-2766114
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3500 William D. Tate, Suite 200, Grapevine, Texas 76051
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 424-0400
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Magnum Hunter Resources, Inc. ("Magnum Hunter") announced in a press
release dated February 28, 2002, that it plans to offer approximately $250
million of senior unsecured notes due 2012 in a private placement (Rule 144A
offering) exempt from the registration requirements of the Securities Act of
1933, as amended.
The preliminary offering memorandum Magnum Hunter is using in
connection with the note offering contains certain information about Prize
Energy Corp. ("Prize") that has not been publicly reported previously. Prize has
elected to provide for informational purposes the following excerpt from the
preliminary offering memorandum:
Estimated Fourth Quarter Results for Prize. Prize will not
file consolidated financial statements for the fourth quarter of
2001, but set forth in this paragraph is certain preliminary,
unaudited information based on company estimates. Prize expects to
have average daily production for the fourth quarter of 2001 of
approximately 136,644 Mcfe/d compared to 124,842 Mcfe/d for the
fourth quarter of 2000, an increase of 9.5%. Operating revenues for
the fourth quarter of 2001 are expected to be approximately $37.8
million, which is a decrease from $42.2 million in the fourth quarter
of 2000. EBITDA is expected to be approximately $21.2 million for the
fourth quarter of 2001, which is a decrease from $27.9 million
reported in the fourth quarter of 2000. The decreases in operating
revenues and EBITDA for the fourth quarter of 2001, as compared to
the fourth quarter of 2000, are consistent with the substantial
decline in commodity prices experienced over the same period.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements which are subject to
risks and uncertainties. All statements, other than statements of historical
facts, included in this report that address activities, events or developments
that Prize expects, projects, believes or anticipates will or may occur in the
future are forward-looking statements. These include such matters as estimated
fourth quarter results for Prize.
Prize has based these statements on its assumptions and analyses in
light of its experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances. These statements are subject to a number of assumptions,
risks and uncertainties, including general economic and business conditions;
prices of oil and gas and industry expectations about future prices; the
business opportunities, or lack of opportunities, that may be presented to and
pursued by Prize; and changes in laws or regulations.
Certain of these factors are in addition to the risks described in
filings Prize has made with the SEC. Most of these factors are beyond Prize's
control. Prize cautions you that forward-looking statements are not guarantees
of future performance and that actual results or developments may differ
materially from
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those projected in these statements. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the
date of the particular statement, and Prize undertakes no obligation to publicly
update or revise any forward-looking statements.
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: February 28, 2002 By: /s/ Lon C. Kile
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Lon C. Kile
President
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