1 =============================================================================== 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 FEBRUARY 12, 1999 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) VENUS EXPLORATION, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) STATE OF DELAWARE 0-14334 13-3299127 (STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.) 1250 NE LOOP 410 SUITE 1000 SAN ANTONIO, TEXAS 78209 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (210) 930-4900 =============================================================================== 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On February 12, 1999, Venus Exploration, Inc., completed the sale of its interest in the H.E. White Unit in Freestone County, Texas. The buyers were Petroleum Development Corporation and Warren Resources, Inc. The properties included interests in 3 existing wells; a fourth well in the unit has been proposed. The average daily production from these properties was 270 Mcf during the fourth quarter of 1998. The purchase price was $1,150,000. The purchase price was based on arm's length negotiation among the parties taking into account a number of considerations, including location of the properties, prices being paid for production from those wells, production rates and production costs. Out of the proceeds, $650,000 was applied to reduce the Company's outstanding bank debt. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information. As permitted by Form 8-K, the required pro forma financial information regarding the disposition of the H.E. White Unit assets will be filed by amendment to this Form 8-K no later than April 30, 1999. (c) Exhibits. 2.1 Letter Agreement dated February 4, 1999, between Venus Exploration, Inc. and Petroleum Development Corporation. 2.2 Amendment to Letter Agreement dated February 11, 1999, between Venus Exploration, Inc., and Petroleum Development Corporation. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VENUS EXPLORATION, INC. By: /s/ Patrick A. Garcia ---------------------------- Name: Patrick A. Garcia Title: Chief Financial Officer Dated: February 26, 1999 -3- 4 EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Letter Agreement dated February 4, 1999, between Venus Exploration, Inc. and Petroleum Development Corporation. 2.2 Amendment to Letter Agreement dated February 11, 1999, between Venus Exploration, Inc., and Petroleum Development Corporation.