Attached files
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EX-10.1 - TXCO Resources Inc | v171216_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
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 12, 2010 (January 11,
2010)
TXCO
Resources Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
other Jurisdiction of Incorporation)
0-9120
|
84-0793089
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
777
E. Sonterra Blvd., Suite 350
San
Antonio, Texas 78258
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (210) 496-5300
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.
The
purpose of this Current Report on Form 8-K/A is to amend the Current Report on
Form 8-K of TXCO Resources Inc. (the “Company”) filed on January 12, 2010,
disclosing that the Company and its subsidiaries, TXCO Energy Corp., Texas Tar
Sands Inc., Output Acquisition Corp., Opex Energy, LLC, Charro Energy, Inc.,
TXCO Drilling Corp., Eagle Pass Well Service, L.L.C., PPL Operating, Inc.,
Maverick Gas Marketing, Ltd., and Maverick-Dimmit Pipeline, Ltd. (collectively,
“TXCO”), entered into a definitive Purchase and Sale Agreement (the “Agreement”)
to sell a substantial portion of TXCO’s assets to Newfield Exploration Company
and Anadarko E&P Company LP (together, “Purchasers”).
The
Company is filing this Current Report on Form 8-K/A to include the full text of
the Agreement as Exhibit 10.1 hereto and to incorporate the full text of the
Agreement by reference.
The
Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual
or financial information about TXCO or its subsidiaries and affiliates. The
representations, warranties, and covenants contained in the Agreement were made
only for purposes of that agreement and as of specific dates; were solely for
the benefit of the parties to the Agreement; may be subject to limitations
agreed upon by the parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the
parties to the Agreement instead of establishing these matters as facts; and may
be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of TXCO or any of
its subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations, warranties, and covenants may change after the
date of the Agreement, which subsequent information may or may not be fully
reflected in public disclosures by TXCO. The Agreement should not be read alone,
but should instead be read in conjunction with the other information regarding
TXCO that will be contained in, or incorporated by reference into, other filings
that TXCO makes with the SEC.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
|
|
10.1
|
Purchase
and Sale Agreement dated January 11, 2010, by and among TXCO Resources
Inc., TXCO Energy Corp., Texas Tar Sands Inc., Output Acquisition Corp.,
OPEX Energy, LLC, Charro Energy, Inc., TXCO Drilling Corp., Eagle Pass
Well Service, L.L.C., PPL Operating, Inc., Maverick Gas Marketing, Ltd.,
Maverick-Dimmit Pipeline, Ltd., Anadarko E&P Company LP. and Newfield
Exploration Company
|
2
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.
TXCO
Resources Inc.
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Date: January
12, 2009
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/s/ James E. Sigmon
|
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James
E. Sigmon
|
||
Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
|
|
10.1
|
Purchase
and Sale Agreement dated January 11, 2010, by and among TXCO Resources
Inc., TXCO Energy Corp., Texas Tar Sands Inc., Output Acquisition Corp.,
OPEX Energy, LLC, Charro Energy, Inc., TXCO Drilling Corp., Eagle Pass
Well Service, L.L.C., PPL Operating, Inc., Maverick Gas Marketing, Ltd.,
Maverick-Dimmit Pipeline, Ltd., Anadarko E&P Company LP. and Newfield
Exploration Company
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4