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): March 9, 2007
BASELINE OIL & GAS CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-116890 30-0226902
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(State of (Commission (IRS Employer
Incorporation) File Number) I.D. Number)
11811 N. Freeway (I-45), Suite 200, Houston, Texas 77060
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(Address of principal executive offices)
Registrant's telephone number: (281) 445-5880
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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 (see General Instruction A.2. below):
|_| 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 1.01 Entry into a Material Definitive Agreement
On March 9, 2007, Baseline Oil & Gas Corp., a Nevada corporation ("we" or
the "Company"), entered in that certain Second Amendment to Purchase and Sale
Agreement ("Second Amendment") with Statex Petroleum I, L.P. and Charles W.
Gleeson LP (collectively, the "Seller"). The Second Amendment amends the
Purchase and Sale Agreement, dated as of December 20, 2006, between the Company
and Seller (the "Agreement"), pursuant to which the Company agreed, subject to
the satisfaction of various terms and conditions, to purchase Seller's producing
and non-producing natural gas properties and related property and equipment (the
"Assets") located in the Stephens County, Texas, as previously disclosed by the
Company in its report on Form 8-K filed with the Commission on December 21,
2006.
Unless otherwise indicated, capitalized terms used herein shall have the
meanings set forth in the Second Amendment, a copy of which is filed as Exhibit
99.1 hereto and incorporated by reference. The disclosure contained herein is
intended merely as a summary of the material provisions of the Second Amendment
and reference should be made to Exhibit 99.1 attached hereto for the complete
terms of the Second Amendment.
Under the Second Amendment, the Company and Seller have amended the
Agreement to provide that, upon a payment by us of an additional performance
deposit, in the amount of $300,000, on or before March 16, 2007 (the "Additional
Performance Deposit"), (i) the deadline to close on our purchase of the Assets
will be extended from March 9, 2007 until April 16, 2007 and (ii) the effective
date for the transfer of the Assets, together with all the rights and
obligations accruing or attributable thereto, will be changed from December 1,
2006 to February 1, 2007;
In the event the Company timely pays the Additional Performance Deposit,
the Performance Deposit provided for under Section 2.3 of the Agreement shall be
increased by the sum of the Additional Performance Deposit to an aggregate
amount of $1,300,000 ($1,000,000 of which the Company paid upon its execution of
the Agreement). The increased Performance Deposit will be credited against the
cash purchase price paid at the closing or, if Seller terminates the Agreement
prior to the closing due to the Company's failure to perform certain closing
conditions, will be retained by Seller as liquidated damages. Presently, the
Company does not have sufficient capital to fund the payment of the Additional
Performance Deposit and there are no assurances that the Company will be able to
raise sufficient funds to enable it to timely make the Additional Performance
Deposit.
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Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit No. Description
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99.1 Second Amendment to Purchase and Sale Agreement,
dated as of March 9, 2007, among the Company,
Statex Petroleum I, L.P. and Charles W.
Gleeson LP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 15, 2007 BASELINE OIL & GAS CORP.
By: /s/ Barrie M. Damson
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Barrie M. Damson, Chairman & CEO
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Exhibit Index
Exhibit No. Description
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99.1 Second Amendment to Purchase and Sale Agreement,
dated as of March 9, 2007, among the Company,
Statex Petroleum I, L.P. and Charles W.
Gleeson LP.
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