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):
June 10, 2002
Encore Acquisition Company
(Exact Name of Registrant as Specified in Charter)
Delaware 001-16295 75-2759650
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
777 Main Street
Suite 1400
Fort Worth, Texas 76102
(Address and Zip Code of Principal Executive Offices)
(817) 877-9955
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On June 10, 2002, Encore Acquisition Company, a Delaware corporation
(the "Company"), issued a press release announcing that it intends to offer
approximately $150 million of Senior Subordinated Notes due 2012 by means of a
private placement pursuant to Rule 144A promulgated under the Securities Act of
1933, as amended. The offering of the notes, which is subject to market and
other conditions, will be made within the United States only to qualified
institutional buyers, and outside the United States to non-U.S. investors. The
Company expects to price the notes the week of June 17, 2002. The Company will
use the net proceeds from the offering, together with borrowings under a new
revolving credit facility to be entered into at the time of the offering, to
repay all of the outstanding indebtedness under its existing bank credit
facility. The press release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
None.
(b) Pro Forma Financial Information.
None.
The following exhibits are filed herewith:
EXHIBIT
NUMBER EXHIBIT
99.1 Press release dated June 10, 2002 entitled "Encore
Acquisition Company Commences Private Placement of
$150 Million of Senior Subordinated Notes."
[SIGNATURE PAGE FOLLOWS]
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.
Encore Acquisition Company
Date: June 10, 2002 By: /s/ ROBERT C. REEVES
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Name: Robert C. Reeves
Title: Vice President and Controller
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
99.1 Press release dated June 10, 2002 entitled "Encore Acquisition
Company Commences Private Placement of $150 Million of Senior
Subordinated Notes."
</Table>