SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 19, 2001
Date of Report (Date of earliest event reported)
Stratford American Corporation
(Exact Name of Registrant as Specified in Charter)
Arizona 000-17078 86-0608035
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2400 E. Arizona Biltmore Circle,
Building 2, Suite 1270,
Phoenix, Arizona 85064
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (602) 956-7809
Former Name or Former Address, if Changed Since Last Report: Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 19, 2001, Stratford American Corporation (the "Company") purchased
100 percent of the capital stock of SA Oil and Gas Corporation ("SA Oil"), from
the shareholders of SA Oil, in exchange for 755,948 shares of common stock of
the Company. The purchase was pursuant to the terms of the Stock Purchase
Agreement by and among the Company, SA Oil and the shareholders of SA Oil (the
"Stock Purchase Agreement"). The foregoing description is qualified in its
entirety by the Stock Purchase Agreement, a copy of which is attached as Exhibit
2.1 to this Current Report on Form 8-K and incorporated by reference into this
Item 2. The purchase price was based on negotiations between the Company, SA Oil
and the shareholders of SA Oil.
SA Oil owns working interests and/or royalty interests in 87 oil and gas
properties located in Oklahoma and Texas. David H. Eaton, the Chairman of the
Board of Directors and Chief Executive Officer of the Company, was the holder of
10% of the issued and outstanding shares of common stock of SA Oil prior to the
closing of the transactions contemplated by the Stock Purchase Agreement. Mr.
Eaton received 65,000 shares of Company common stock pursuant to the Stock
Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The financial statements required to be filed pursuant to Item 7(a) are not
included in this Current Report on Form 8-K. Such financial statements will be
filed on or before June 29, 2001.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required to be filed pursuant to Item
7(b) is not included in this Current Report on Form 8-K. Such pro forma
financial information will be filed on or before June 29, 2001.
(c) EXHIBITS
2.1 -- Stock Purchase Agreement, dated March 22, 2001, by and among
SA Oil, the shareholders of SA Oil, and the Company
99.1 -- Press Release dated April 17, 2001
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.
Date: May 2, 2001.
STRATFORD AMERICAN CORPORATION
By: /s/ Daniel E. Matthews
------------------------------------
Daniel E. Matthews, Controller,
Secretary and Treasurer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Stock Purchase Agreement, dated March 22, 2001, by and among
SA Oil, the shareholders of SA Oil, and the Company
99.1 Press Release dated April 17, 2001