Attached files
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| EX-99.1 - TXCO Resources Inc | v170875_ex99-1.htm |
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)
January
7, 2010
TXCO
Resources Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-9120
|
84-0793089
|
|
(State
or other jurisdiction
|
(Commission
File
|
(IRS
Employer
|
|
of
incorporation)
|
Number)
|
Identification
No.)
|
|
777
E. Sonterra Blvd., Suite 350
|
|
|
San
Antonio, Texas
|
78258
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(210)
496-5300
(Registrant's
telephone number,
including
area code)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Other
Events.
|
On
January 7, 2010, TXCO Resources Inc. (the "Company"), and its subsidiaries
(collectively, the "Debtors"), as required in connection with the Debtors' cases
(Case No. 09-51807 through 09-51817) under chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code"), filed an unaudited consolidated Monthly
Operating Report for the period ended November 30, 2009 (the "Monthly Operating
Report") with the United States Bankruptcy Court for the Western District of
Texas (the "Bankruptcy Court"). A copy of the Monthly Operating
Report is filed as Exhibit 99.1 to this report.
The
Monthly Operating Report was prepared solely for the purpose of complying with
monthly reporting requirements, and in a format prescribed, under the Bankruptcy
Code and should not be used for investment purposes. The Monthly Operating
Report is limited in scope and covers a limited time period and may not be
indicative of the Company's financial condition or results of operations for any
period that would be reflected in the Company's financial statements or its
periodic reports under the Securities Exchange Act of 1934, as amended. The
financial information that the Monthly Operating Report contains is preliminary
and unaudited and is subject to revision. The financial statements in the
Monthly Operating Report are not prepared in accordance with accounting
principles generally accepted in the United States ("GAAP") and, therefore, may
exclude items required by GAAP, such as certain reclassifications, eliminations,
accruals, valuations and disclosures. There can be no assurance that the
information in the Monthly Operating Report is complete, and the Company
cautions readers not to place undue reliance on the Monthly Operating Report.
The information in the Monthly Operating Report is not, and should not be viewed
as, indicative of future results.
Additional
information regarding the Debtors' bankruptcy cases, including access to court
documents and other general information, is available through the Company's web
site at http://www.txco.com by following the link entitled "Click here for claim
agent" or at http://cases.administarllc.com/txco. Information contained on, or
that can be accessed through, such web sites is not part of this
report.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Statements
by the Company of expectations, anticipations, beliefs, plans, intentions,
targets, estimates, or projections and similar expressions relating to the
future are forward-looking statements within the meaning of these laws.
Forward-looking statements in some cases can be identified by their being
preceded by, followed by or containing words such as "estimate," "plan,"
"project," "forecast," "intend," "expect," "anticipate," "believe," "seek,"
"target" and other similar expressions. Forward-looking statements
are based on assumptions and assessments made by the Company's management in
light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe to be
appropriate. Any forward-looking statements are not guarantees of the Company's
future performance and are subject to risks and uncertainties that could cause
actual results, developments and business decisions to differ materially from
those contemplated by any forward-looking statements. Except as required by law,
the Company undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
2
Some of
the factors that may cause actual results, developments and business decisions
to differ materially from those contemplated by any forward-looking statements
include the following: the ability of the Company (which term, unless otherwise
specified or the context otherwise requires, refers in this paragraph to TXCO
Resources Inc. and its subsidiaries) to continue as a going concern; the
Company's ability to satisfy the conditions for drawing on any existing
debtor-in-possession financing and to obtain additional debtor-in-possession
financing on an interim or final basis; the ability of the Company to operate
pursuant to the terms and conditions of any debtor-in-possession financing and
any cash collateral order entered by the Bankruptcy Court in connection with the
Company's bankruptcy cases; the Company's ability to obtain court approval with
respect to motions in the chapter 11 cases prosecuted by the Company from time
to time; the Company's ability to develop, prosecute, confirm and consummate a
plan of reorganization with respect to the Company's bankruptcy cases; risks
associated with third parties seeking and obtaining court approval to terminate
or shorten the exclusivity period that the Company has to propose and confirm a
plan of reorganization, for the appointment of a chapter 11 trustee or to
convert the Company's bankruptcy cases to cases under chapter 7 of the U.S.
Bankruptcy Code; the Company's ability to obtain and maintain normal terms with
vendors and service providers; the Company's ability to maintain contracts that
are critical to its operations; the potential adverse impact of the Company's
bankruptcy cases on the Company's liquidity or results of operations; the
Company's ability to fund and execute its business plan; the Company's ability
to attract, motivate and retain key executives and employees; the Company's
ability to obtain capital to fund the Company's working capital or other needs;
the adequacy of the Company's liquidity and ability to meet cash commitments,
working capital needs, lender and vendor obligations; general market conditions;
adverse capital and credit market conditions; the costs and accidental risks
inherent in exploring and developing new oil and natural gas reserves; the price
for which such reserves and production can be sold; fluctuation in prices of oil
and natural gas; the uncertainties inherent in estimating quantities of proved
reserves and cash flows; competition; actions by third party co-owners in
properties in which the Company also owns an interest; acquisitions of
properties and businesses; operating hazards; environmental concerns affecting
the drilling of oil and natural gas wells; impairment of oil and natural gas
properties due to depletion or other causes; and hedging decisions, including
whether or not to hedge; the Company's ability to secure additional financing;
and other risks referenced from time to time in the Company's filings with the
Securities and Exchange Commission, including the risk factors listed in Part
II, Item 1A, "Risk Factors" in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2009, filed with the Securities and
Exchange Commission on November 9, 2009. Similarly, these and other factors,
including the terms of any reorganization plan ultimately confirmed, can affect
the value of the Company's various pre-petition liabilities and TXCO Resources
Inc.'s common stock and preferred stock. No assurance can be given as
to what values, if any, will be ascribed in the chapter 11 cases to each of
these constituencies. Accordingly, the Company urges that extreme caution be
exercised with respect to existing and future investments in any of these
liabilities and/or securities.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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|
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99.1
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Monthly
Operating Report for the period ended November 30,
2009.
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SIGNATURE
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.
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TXCO
Resources Inc.
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Dated:
January 8, 2010
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/s/ James E. Sigmon
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James
E. Sigmon
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Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit Number
|
Description
|
|
|
99.1
|
Monthly
Operating Report for the period ended November 30,
2009.
|
3