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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): MAY 21, 1997
VENUS EXPLORATION, INC.
(F/K/A XPLOR CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 0-14334 13-3299127
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
700 NORTH ST. MARY'S STREET
SAN ANTONIO, TEXAS 78205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 225-4722
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
On May 21, 1997, Xplor Corporation (the "Registrant" or "Xplor")
closed the transactions contemplated by a certain Property Acquisition
Agreement (the "Property Acquisition Agreement"), dated April 29, 1997, by and
between the Registrant, The New Venus Exploration, Inc., a Texas corporation
("Venus") and Lomak Production I L.P., a Texas limited partnership and Lomak
Resources LLC, an Oklahoma limited liability company (together, "Lomak"),
pursuant to which Registrant has acquired substantially all of Venus' assets in
exchange for 5,626,473 shares of common stock of the Registrant and warrants
("Acquisition Warrants") to purchase an additional 272,353 shares of common
stock of the Registrant. For financial accounting purposes Venus is deemed to
be the acquiring entity. In addition, pursuant to the Property Acquisition
Agreement, the Registrant has acquired certain properties from Lomak in
exchange for 2,037,171 shares of common stock of the Registrant and Acquisition
Warrants to purchase an additional 272,353 shares of common stock of the
Registrant. At the same time, Lomak acquired from an existing stockholder of
the Registrant 97,008 shares of Common Stock for an aggregate consideration of
$194,016 and 80,000 Acquisition Warrants. Venus is expected to liquidate
shortly and distribute the Xplor shares and warrants to its former
stockholders. The information set forth herein with respect to share ownership
reflects the Venus liquidation and distribution as well as Lomak's transaction
with the existing stockholder described above. In connection with the
transaction the Registrant assumed debt obligations of Venus under a term loan
facility with Stratum, Group Energy Partners, L.P. In connection with that
term loan facility, affiliates of Venus executed an Equity Conversion Agreement
and a Warrant Issuance Agreement that granted an affiliate of the lender an
option to acquire equity securities in Venus. Those obligations were not
assumed by the Registration, and satisfy these rights of Stratum, as part of
the Property Acquisition Agreement, the former stockholders of Venus pro rata
placed 589,882 shares, approximately 10.5%, of the Registrant's common stock
issuable to them in escrow. Shares set forth herein as beneficially owned by
former Venus stockholders and groups include shares in this escrow. The
description of the Property Acquisition Agreement included herein does not
purport to be complete and is qualified in its entirety by reference to the
terms of the Property Acquisition Agreement, a copy of which is attached hereto
as Exhibit 2 and incorporated herein by reference.
The Property Acquisition Agreement provides, among other things,
that the Board of Directors of the Registrant shall be composed, as soon as
permitted following the closing, of four directors nominated by the Board of
Directors of Venus, one director nominated by the Board of Directors of Lomak
and two directors who have theretofore been directors of the Company. The
appointments of the new directors became effective on June 2, 1997, which is
ten days following the later of the filing of a Schedule 14f-1 with the
Commission and its mailing to stockholders of the Registrant. The closing
under the Property Acquisition Agreement thus effects a change in the majority
of the Board of Directors of the Company.
The following table sets forth the information as to beneficial
ownership of shares by each person known to the Registrant to own 5% or more of
the shares giving effect to the closing under the Property Acquisition
Agreement based upon shares of Common Stock outstanding plus shares deemed
outstanding pursuant to Securities and Exchange Commission Rule 13d-3(d)(1).
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Name and Address Amount & Nature of
of Beneficial Owner Beneficial Ownership(1) Percent of Class
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Eugene L. Ames, Jr. 3,478,605(2) 35.27%
700 N. St. Mary's Street
San Antonio, TX 78205
Lomak Petroleum, Inc. 2,326,532(3) 23.52%
500 Throckmorton Street
Fort Worth, TX 76102
J. Morton Davis 1,066,512(4) 10.96%
44 Wall Street
New York, NY 10005
Prior to the closing of the Property Acquisition Agreement, J.
Morton Davis owned beneficially approximately 51.6% of the outstanding shares
of common stock of Xplor and therefore
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(1) All persons named have sole voting and investment power, except as
otherwise noted.
(2) Includes (i) 295,303 shares and 14,290 Acquisition Warrants owned by
Eugene L. Ames, Jr.; (ii) 1,168,211 shares and 56,548 Acquisition Warrants
owned by Ellen R. Y. Ames, the spouse of Eugene L. Ames, Jr.; (iii) 407,924
shares and 19,746 Acquisition Warrants owned by Venus Oil Company which is
controlled by Mr. and Mrs. Eugene L. Ames, Jr.; and (iv) 1,446,563 shares and
70,020 Acquisition Warrants owned by Ames family members and others which are
subject to a Voting Trust Agreement together with the shares and shares
issuable upon the exercise of the Acquisition Warrants listed in (i) and (ii)
under which Eugene L. Ames, Jr. has sole voting power. Ellen R. Y. Ames may be
deemed to own 1,224,759 shares or 12.55% of the Company's Common Stock.
(3) Includes Acquisition Warrants to purchase 192,353 shares.
(4) Includes: (i) 766,307 shares owned by D.H. Blair Investment Banking
Corp. ("Blair Investment"); (ii) warrants to purchase 10,000 shares at $2.125
per share expiring June 10, 1997 owned by Blair Investment; (iii) warrants to
purchase 20,000 shares at $3.29 per share expiring September 1, 1999 owned by
Blair Investment; (iv) 163,411 shares owned by Rivkalex Corp. ("Rivkalex"); (v)
70,954 shares owned by Rosalind Davidowitz, Mr. Davis' spouse; and (vi) 35,840
shares owned by Parliament Hill Corporation ("PHC"). Mr. Davis is the sole
stockholder of Blair Investment. Blair Investment may be deemed to
beneficially own 796,307 or 8.18% of the Company's Common Stock. Mr. Davis has
sole power to vote or to direct the vote, to dispose or to direct the
disposition of shares owned by Blair Investment. Ms. Davidowitz and the Board
of Directors of PHC, of which Mr. Davis is a director and Chairman, have the
power to vote or to direct the vote, to dispose or to direct the disposition of
shares owned by PHC. Ms. Davidowitz has sole voting and dispositive control of
the shares owned by herself and Rivkalex. Mr. Davis disclaims beneficial
ownership of all shares attributed to Rosalind Davidowitz and Rivkalex. PHC is
a private corporation of which Rosalind Davidowitz beneficially owns 72.5% and
Blair Investment beneficially owns 13.4%. The number of shares shown does not
include 503,000 shares beneficially owned by Kinder Investments, L.P.
("Kinder") the ownership of which are disclaimed by Mr. Davis, Ms. Davidowitz
and Blair Investment. Kinder's General Partner is Kenton E. Wood who has sole
voting and dispositive power over shares owned by Kinder. Mr. Wood is also
Chief Executive Officer and a director and stockholder of D.H. Blair & Co.,
Inc. ("Blair"). Certain limited partners of Kinder are also stockholders of
Blair. The limited partners of Kinder are the children and grandchildren of J.
Morton Davis and Rosalind Davidowitz.
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may have been in a position to control Xplor. As a result of the closing of the
Property Acquisition Agreement, Venus and its shareholders own approximately
58% and Mr. Davis owns approximately 10.8%, respectively, of the outstanding
common stock of Xplor. Accordingly, Venus and its shareholders may be deemed
to have acquired control of Xplor from Mr. Davis. In addition, Mr. Eugene L.
Ames, Jr. has become the Chief Executive Officer of the Registrant and
beneficially owns 35.27% of its outstanding shares of common stock and
accordingly, may be deemed to have acquired control of Xplor from Mr. Davis.
A Stockholders Agreement (the "Stockholders Agreement") was also
entered into among certain former stockholders of Venus, including Messrs.
Eugene L. Ames, Jr., other members of the Ames family and certain other former
Venus stockholders including the Venus-designated directors (collectively, the
"Ames Group" which owns beneficially 3,721,600 shares), D. H. Blair Investment
Banking Corp., Rivkalex Corp., Rosalind Davidowitz and Parliament Hill
Corporation (collectively the "Blair Group" which owns beneficially 1,066,512
shares) and Lomak. The Stockholders Agreement provides that parties will vote
their shares of the Company for the four nominees for election as directors of
the Company designated by the Ames Group, two nominees designated by the Blair
Group and one nominee designated by Lomak. The Blair Group's right to
designate two nominees is reduced to the right to designate one nominee
effective with the 1998 Annual Meeting of Stockholders of the Company and
ceases altogether effective with the 1999 Annual Meeting of the Stockholders.
The Stockholders Agreement also provides for certain rights of first refusal
and rights of participation between the Ames Group and Lomak in the event of a
proposed sale of shares by either. It has a term of three years but terminates
earlier as to any party in the event that such party's beneficial ownership of
the Company's shares falls below 250,000 shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1 for a brief description of the Property Acquisition
Agreement. A copy of a press release regarding the closing of the Property
Acquisition Agreement and a separate press release regarding the signing to the
Property Acquisition Agreement are attached hereto as Exhibits 99.1 and 99.2,
respectively, and each are incorporated herein by reference. The description
of the Property Acquisition Agreement included herein does not purport to be
complete and is qualified in its entirety by reference to the terms of the
Property Acquisition Agreement, a copy of which is attached hereto as Exhibit 2
and incorporated herein by reference. The Registrant filed a Schedule 14f-1 on
May 21, 1997, and mailed copies to its stockholders on May 22 and 23, 1997.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective June 3, 1997, the Registrant replaced Arthur Andersen
LLP ("AA") with KPMG Peat Marwick LLP as the Registrant's independent
accountant at the recommendation of the Board of Directors of the Registrant.
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AA's reports on the financial statements of the Registrant for
the past two years have not contained an adverse opinion or a disclaimer of
opinion. Nor were either of such reports qualified or modified as to
uncertainty, audit scope, or accounting principles. During the two most recent
fiscal years and the interim period since the end of the Registrant's fiscal
1996, there have not been any disagreements with AA on any matter of accounting
principles or practices, financial statements or disclosure, or auditing or
scope of procedure, which disagreement(s), if not resolved to the satisfaction
of AA, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
ITEM 5. OTHER EVENTS.
The parties to the Property Acquisition Agreement have agreed
that as a result of the transactions contemplated thereby, the following
changes with respect to the Registrant have been made or will be made within a
reasonable period of time after the date hereof: (i) the name of the Registrant
will be changed to Venus Exploration, Inc; (ii) the trading symbol of the
registrant on the NASDAQ Small-Cap Market has been changed to "VENX" and (iii)
the principal corporate offices of the Registrant will be moved to 700 North
St. Mary's Street, San Antonio, Texas 78205.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) The Registrant will file the financial statements and pro forma
financial information required to be filed pursuant to Item 7 of
Form 8-K within 60 days after the date of this Form 8-K pursuant
to an amendment to this Form 8-K.
(c) Exhibits
2.1 Property Acquisition Agreement, dated April 29, 1997,
among Xplor Corporation, The New Venus Exploration, Inc.,
Lomak Production I L.P.,and Lomak Resources LLC.
2.2 Agreement and Plan of Merger by and between Venus
Exploration, Inc. and Xplor Corporation, dated as of June
3, 1997.
2.3 Certificate of Ownership and Merger of Venus Exploration,
Inc. into Xplor Corporation, dated as of June 3, 1997.
16. Letter from Arthur Andersen LLP dated June 5, 1997.
20. Schedule 14f-1 filed by Xplor Corporation on May 21, 1997
(Incorporated herein by reference to such filing).
99.1 Press Release dated May 5, 1997.
99.2 Press Release dated May 22, 1997.
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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.
VENUS EXPLORATION, INC.
(F/K/A XPLOR CORPORATION)
Date: June 5, 1997 By: /s/ EUGENE L. AMES, JR.
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Eugene L. Ames, Jr.
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Property Acquisition Agreement, dated April 29, 1997,
among Xplor Corporation, The New Venus Exploration, Inc.,
Lomak Production I L.P.,and Lomak Resources LLC.
2.2 Agreement and Plan of Merger by and between Venus
Exploration, Inc. and Xplor Corporation, dated as of June
3, 1997.
2.3 Certificate of Ownership and Merger of Venus Exploration,
Inc. into Xplor Corporation, dated as of June 3, 1997.
16. Letter from Arthur Andersen LLP dated June 5, 1997.
20. Schedule 14f-1 filed by Xplor Corporation on May 21, 1997
(Incorporated herein by reference to such filing).
99.1 Press Release dated May 5, 1997.
99.2 Press Release dated May 22, 1997.