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) August 27, 1999
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MIDDLE BAY OIL COMPANY, INC.
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(Exact name of registrant as specified in its charter)
ALABAMA 0-21702 63-1081013
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1221 Lamar, Suite 1020, Houston, Texas 77010
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(Address of principal executive offices)
Registrant's telephone number, including area code (713) 759-6808
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N/A
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(Former name or former address, if changed since last report)
ITEM 1 - CHANGE IN CONTROL OF REGISTRANT
On August 27, 1999 Middle Bay Oil Company, Inc. ("Middle Bay" or "Company")
closed the previously announced sale to 3TEC Energy Corporation ("3TEC") of
$21.4 million of common stock, warrants and senior subordinated convertible
debt. Pursuant to the terms of the Securities Purchase Agreement executed July
1, 1999, 3TEC purchased 4,755,556 shares of newly issued Middle Bay common stock
and five year warrants to purchase 3,600,000 shares of Company common stock for
$10.7 million (the "Warrants"). The Warrants are exercisable for $1.00 per share
and are subject to certain restrictions regarding the timing of their exercise.
Middle Bay issued 3TEC a senior subordinated convertible note for $10.7 million
(the "Note"). The Note has a five-year maturity, bears interest at 9% per annum
and is convertible into Middle Bay common stock at $3.00 per share. At closing,
3TEC became Middle Bay's largest shareholder with ownership of approximately 36%
of the outstanding common stock. If 3TEC chooses to fully exercise the Warrants
and fully convert the Note to common shares, 3TEC would control approximately
58% of the then issued and outstanding shares of common stock of Middle Bay.
Concurrent with the closing of the 3TEC/Middle Bay transaction, Floyd C.
Wilson, became Chairman, President and Chief Executive Officer of Middle Bay.
John J. Bassett, formerly Middle Bay's President and Chief Executive
Officer, became Executive Vice President. Under the terms of a certain
shareholders agreement executed at closing, 3TEC has the right to designate
three members of a new five person Middle Bay Board of Directors. The Board
members designated by 3TEC are Mr. Wilson, David B. Miller and D. Martin
Phillips. Mr. Miller and Mr. Phillips are both managing directors of EnCap
Investments L.C. Certain other major shareholders of the Company exercised
their right to designate the other two board members by designating Mr.
Bassett and Gary R. Christopher of Kaiser-Francis Oil Company.
The August 30, 1999 press release is filed herewith as Exhibit 99.1, and is
incorporated herein by reference.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBIT
(c) Exhibits. The following exhibit is filed herewith:
99.1 - Press Release issued by the Registrant on
August 30, 1999
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Middle Bay Oil Company, Inc.
(Registrant)
Date: September __, 1999 By: /s/ Floyd C. Wilson
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Floyd C. Wilson
President, Chief Executive Officer
and Chairman of the Board