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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 17, 1999 (NOVEMBER 2, 1998)
(date of report) (date of earliest event reported)
RIO GRANDE, INC.
(exact name of registrant as specified in its charter)
DELAWARE
(state or other jurisdiction of incorporation)
1-8287 74-1973357
(Commission File No.) (IRS Employer Identification No.)
10101 REUNION PLACE
SUITE 210
SAN ANTONIO, TEXAS 78216-4156
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (210) 308-8000
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This Current Report on Form 8-K updates and amends Item 3 and Item 7 of that
certain Form 8-K dated November 12, 1998.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
EXCO Resources, Inc. ("EXCO") acquired ownership of 100% of the outstanding
voting capital stock of Rio Grande, Inc. pursuant to a bankruptcy proceeding as
described in Item 3.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On November 2, 1998, EXCO acquired from Comerica Bank-Texas ("Comerica") a
Promissory Note ("Note") dated January 15, 1997, which was executed by Rio
Grande, Inc. ("RGI") and Rio Grande Drilling Company as co-makers in favor of
Comerica. EXCO paid approximately $6.4 million for the purchase price of the
Note with available cash on hand. The Note, in the original face amount of
$50,000,000, had a principal amount outstanding of $13,127,666 and related
accrued interest payable of $486,227 on November 2, 1998. Repayment of the Note
was secured by a first lien deed of trust, mortgage and security interest in
substantially all of RGI's and certain of its subsidiaries' and/or affiliates'
assets, primarily oil and gas leasehold interests and tangible well equipment
(the "Collateral Properties"). The sum of the outstanding principal and accrued
interest on the Note was significantly in excess of what RGI believed to be the
current market value of the Collateral Properties. Pursuant to an agreement
between Comerica and EXCO relating to the purchase by EXCO of the Note, EXCO
acquired all of Comerica's rights pursuant to the Note and the related Loan
Agreement and associated collateral documents. In connection with EXCO's
purchase of the Note, Comerica agreed to dismiss litigation it had initiated
against RGI and its directors seeking to collect amounts due under the Note.
Contemporaneously with EXCO's purchase of the Note, the Company, EXCO and Koch
Exploration Company ("Koch"), the holder of the Company's preferred stock,
entered into a Voting Agreement (the "Agreement") providing for a Financial
Restructuring (as defined in the Agreement) with regards to the Note, the
Preferred Stock Interests (as defined in the Agreement) of Koch and other claims
against RGI. The proposed Financial Restructuring provided that RGI and certain
of its subsidiaries and/or affiliates would commence cases under Chapter 11 of
the Bankruptcy Code and would seek to obtain court approval of a joint plan of
reorganization pursuant to the terms of the Financial Restructuring (the
"Proposed Plan"). The description of the Agreement set forth herein is expressly
qualified by and made subject to the terms of the Agreement, a copy of which was
previously filed. The Proposed Plan provided for distributions to claimants in a
manner substantially similar to the Plan (as hereinafter defined) ultimately
confirmed by the bankruptcy court.
In accordance with the Agreement, RGI filed a voluntary petition on November 12,
1998 under Chapter 11 of the Bankruptcy Act, Case No. 98-55619-C in the United
States Bankruptcy Court, Western District of Texas, San Antonio Division, Judge
Leif M. Clark presiding (the "Court"). RGI, as Debtor in Possession, operated
and managed its affairs during the bankruptcy proceedings. The case was
consolidated and jointly administered with the Chapter 11 cases simultaneously
filed by the following affiliates of RGI (collectively with RGI, the "RGI
Group"): Rio Grande Drilling Company ("Drilling"), a Texas corporation and
wholly-owned subsidiary of Rio Grande, Inc.; Rio Grande Desert Oil Company
("Desert"), a Nevada corporation and wholly-owned subsidiary of Drilling; Rio
Grande Offshore, Ltd. ("Offshore"), a Texas limited partnership, the sole
general partner of which was Drilling and the sole limited partner of which was
Desert; and Rio Grande GulfMex, Ltd. ("Gulfmex"), a Texas limited partnership,
the sole general partner of which was Offshore, which owns an 80% interest in
Gulfmex. The case was styled
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"In re: Rio Grande, Inc., Rio Grande Drilling Company, Rio Grande Desert Oil
Company, Rio Grande Offshore, Ltd., and Rio Grande Gulfmex, Ltd.," (Case Nos.
98-55619-C, 98-55620-C, 98-55621-K, 98-55622-C and 98-55623-C, respectively,
jointly administered (under Case No. 98-55619-C)).
On January 25, 1999, that certain First Amended Disclosure Statement to First
Amended Joint Plan of Reorganization, Dated January 25, 1999, was filed and
approved by the Court. That certain First Amended Joint Chapter 11 Plan of
Reorganization, dated January 25, 1999 as modified March 4, 1999, (the "Plan"),
filed herewith as Exhibit 2.1, was filed with the Court and confirmed pursuant
to that certain Confirmation Order entered March 5, 1999 (the "Confirmation
Order"), filed herewith as Exhibit 2.2. The Findings of Fact and Conclusions of
Law accompanying the Confirmation Order (which set forth, among other things,
the March 4, 1999 modifications to the Plan) are filed herewith as Exhibit 2.3.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Plan.
The Plan provided for certain class ("Class") definitions for each group of
creditors or parties that may have had claims against a member of the RGI
Group. The Class definitions were:
Class 1 The Allowed Secured Claim in respect of the Note.
Class 2 Any Allowed Secured Claims against any of the RGI Group
other than the Allowed Secured Claim in Class 1.
Class 3 Any Allowed Claims against any of the RGI Group that are
unsecured claims entitled to priority pursuant to the
Bankruptcy Code, other than Priority Claims specified in
sections 507(a)(1), 507(a)(2) and 507(a)(8) of the
Bankruptcy Code.
Class 4 Any Allowed, Nonpriority Unsecured Claims against any of
the RGI Group not classified elsewhere including any
Deficiency Claim under the Note.
Class 5 Allowed Preferred Stock Interests in RGI, and all rights to
dividends and any other rights associated therewith, held
by Koch Exploration Company.
Class 6 Allowed Limited Partnership Interest in Gulfmex.
Class 7 Allowed RGI Common Stock interest, and any options,
warrants, or other rights or Claims in respect of such
Common Stock, and all other equity interest of the RGI
Group, excluding those equity interest classified in
Classes 5 and 6.
Class 8 Intercompany claims.
The Plan provided for treatment of the Classes in the following manner:
Administrative and Priority Tax Claims were unclassified under the Bankruptcy
Code and were paid in full. Class 1 claims were allowed in full and were
satisfied by delivery of all the Reorganized RGI Common Stock. Classes 2, 3 and
4 claims were paid in full and the legal rights of the claimants were
unaltered. Class 5 claims were canceled in exchange for a 30-day option to
acquire up to 24.5% of the working interest owned by the RGI Group in the
Righthand Creek Properties for $698,250. The Class 6 legal interests remain
outstanding, unaltered. The Classes 7 and 8 claims were extinguished in full.
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The Plan provided for its implementation through (1) merging of Drilling,
Offshore and Desert with and into RGI, (2) paying cash to unclassified claims
and classes 2, 3 and 4, (3) restating and amending the Reorganized RGI charter
to comply with section 1123(a)(6) of the Bankruptcy Code by, inter alia,
providing for restrictions on issuance of non-voting equity securities and (4)
canceling all shares of Common Stock and Preferred Stock and reissuing
Reorganized RGI Common Stock to Class 1.
The Plan also provided for limitation of liability on Exculpated Persons with
respect to good faith attempts to implement and consummate the Plan.
The Plan provided for the assumption of generally all executory contracts and
unexpired leases but for the rejection of any pre-petition employment agreements
effective upon the last day of the calendar month in which substantial
confirmation of the Plan occurred.
The Plan was confirmed by the Court on March 4, 1999 and consummation of the
Plan began on March 16, 1999. Substantial consummation of the Plan occurred on
March 17, 1999, with the completion of a series of mergers which effected the
merger of Desert, Offshore and Drilling into RGI pursuant to the terms of the
Plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
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(c) Exhibits.
Number Document
2.1 First Amended Joint Chapter 11 Plan of Reorganization
of Rio Grande, Inc., Rio Grande Drilling Company, Rio
Grande Desert Oil Company, Rio Grande Offshore, Ltd.,
and Rio Grande GulfMex, Ltd., dated January 25, 1999
and modified March 4, 1999.
2.2 Confirmation Order for the Plan of Reorganization,
dated March 4, 1999.
2.3 Findings of Fact and Conclusions of Law regarding
Confirmation Order (which set forth the March 4, 1999
modifications to the Plan).
99.1 Voting Agreement dated October 30, 1998 between Rio
Grande, Inc., Rio Grande Drilling Company, Rio Grande
Offshore, Ltd., Rio Grande Desert Oil Company and Rio
Grande GulfMex, Ltd. and EXCO Resources, Inc.
previously filed as an Exhibit to RGI's Form 8-K
dated November 12, 1998.
99.2 Monthly Operating Report for January 1999 as filed
with the United States Bankruptcy Court.
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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.
RIO GRANDE, INC.
By: /s/ T.W. EUBANK
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T.W. Eubank, President
Dated: March 23, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 First Amended Joint Chapter 11 Plan of Reorganization of Rio
Grande, Inc., Rio Grande Drilling Company, Rio Grande Desert
Oil Company, Rio Grande Offshore, Ltd., and Rio Grande
GulfMex, Ltd., dated January 25, 1999 and modified March 4,
1999.
2.2 Confirmation Order for the Plan of Reorganization, dated
March 4, 1999.
2.3 Findings of Fact and Conclusions of Law regarding
Confirmation Order (which set forth the March 4, 1999
modifications to the Plan).
99.1 Voting Agreement dated October 30, 1998 between Rio Grande,
Inc., Rio Grande Drilling Company, Rio Grande Offshore, Ltd.,
Rio Grande Desert Oil Company and Rio Grande GulfMex, Ltd.
and EXCO Resources, Inc. previously filed as an Exhibit to
RGI's Form 8-K dated November 12, 1998.
99.2 Monthly Operating Report for January 1999 as filed with the
United States Bankruptcy Court.