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 23, 2004
FORELAND CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 000-14906 87-0422812
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2201 Civic Center, Suite 1014
Amarillo, Texas 79109
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(Address of principal executive offices) (Zip Code)
806-356-0727
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(Registrant's telephone number, including area code)
n/a
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.03--BANKRUPTCY OR RECEIVERSHIP
On Tuesday, November 23, 2004, the United States Bankruptcy Court of
the Northern District of Texas, Amarillo Division, entered its order confirming
the plan of reorganization of Foreland Corporation (the "Company"). Under the
terms of the plan, Riata Energy, Inc. ("Riata") will provide a cash infusion of
$56,300, $50,000 of which will be used to satisfy allowed unsecured claims of
creditors other than Riata or Company insiders and $6,300 of which will be used
to pay allowed unsecured claims of Company insiders. The allowed unsecured claim
of Riata in the amount of approximately $1.2 million shall survive the
bankruptcy and Riata shall be granted a security interest in the Company's
assets.
Additionally, all of the 407,243 issued and outstanding shares of the
Company's convertible preferred stock and all of the 9,875,894 issued and
outstanding shares of common stock will be canceled on the effective date,
terminating the interest of all stockholders in the Company. Simultaneously,
common stock will be issued to Riata in satisfaction of Riata's financing claim
of approximately $213,000, leaving Riata as the sole stockholder of the Company.
The Company then intends to terminate the registration of its common stock with
the Securities and Exchange Commission.
ITEM 9.01--FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an exhibit to this report:
Exhibit
Number Title of Document Location
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2 Plan of Purchase, Sale, Reorganization,
Arrangement, Liquidation or Succession
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2.01 Plan of Reorganization and Modification to Attached
Plan of Reorganization
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.
FORELAND CORPORATION
Date: November 30, 2004 By /s/ Bruce C. Decker
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Bruce C. Decker
Its Principal Executive,
Accounting and Financial Officer
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