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UNITED STATES
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): November 4, 1998
COHO ENERGY, INC.
(Exact name of registrant
as specified in its charter)
TEXAS 0-22576 75-2488635
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14785 PRESTON ROAD, SUITE 860, DALLAS, TEXAS 75240
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 774-8300
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(b) Furnish the information required by Item 403(c) of Regulation S-K.
On August 21, 1998, HM4 Coho L.P., a Texas limited partnership (the
"Purchaser"), and Coho Energy, Inc., a Texas corporation (the "Company"),
entered into an agreement providing for the issuance of shares of the common
stock, $.01 par value ("Common Stock"), of the Company in two stages. On
November 4, 1998, the agreement with the Purchaser was amended and restated to
be effective August 21, 1998, and to provide for a single stage transaction
rather than the two-stage transaction as proposed in the original agreement.
This change was made in response to a Nasdaq Stock Exchange comment regarding
the voting in the second stage of the transaction of shares that would have
been acquired in the first stage of the transaction. In all other aspects, the
terms of the transaction, which were summarized in the Company's August 21,
1998, Form 8-K filing, are essentially unchanged. As part of the revised
transaction, the Purchaser will acquire 41,666,666 shares of Common Stock at
$6.00 per share and own approximately 62% of the outstanding Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
(99.1) Amended and Restated Stock Purchase Agreement, dated November
4, 1998, by and between Coho Energy, Inc. and HM4 Coho L.P.
(filed herewith).
(99.2) Amended and Restated Financial Advisory Agreement, dated
November 4, 1998, by and between Coho Energy, Inc. and Hicks,
Muse & Co. Partners, L.P. (filed herewith).
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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 thereunto duly authorized.
COHO ENERGY, INC.
Date: November 18, 1998 By: /s/ ANNE MARIE O'GORMAN
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Anne Marie O'Gorman
Senior Vice President and
Corporate Secretary
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EXHIBIT INDEX
Exhibit Number Description
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(99.1) Amended and Restated Stock Purchase Agreement, dated
November 4, 1998, by and between Coho Energy, Inc. and HM4
Coho L.P. (filed herewith).
(99.2) Amended and Restated Financial Advisory Agreement, dated
November 4, 1998, by and between Coho Energy, Inc. and
Hicks, Muse & Co. Partners, L.P. (filed herewith).
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