Attached files
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EX-2.1 - TXCO Resources Inc | v172641_ex2-1.htm |
EX-99.1 - TXCO Resources Inc | v172641_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 29, 2010 (January 27,
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
1.03 Bankruptcy or
Receivership.
As
previously disclosed, on May 17, 2009, TXCO Resources Inc. (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”)
filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy
Code with the United States Bankruptcy Court for the Western District of Texas
(the “Bankruptcy
Court”) (Case No. 09-51807). On January 11, 2010, TXCO entered
into a definitive Purchase and Sale Agreement (the “Purchase
Agreement”)
to sell a substantial portion of TXCO’s assets to Newfield Exploration Company
(“Newfield”)
and Anadarko E&P Company LP (“Anadarko,”
and together with Newfield, collectively the “Purchasers”). As
a result, TXCO filed the Second Amended Plan of Reorganization for TXCO
Resources Inc., et al., Debtors and Debtors-in-Possession based on Sale of
Debtors’ Assets (the “Plan”)
with the Bankruptcy Court.
On
January 27, 2010, the Bankruptcy Court entered an order (the “Confirmation
Order”) confirming the Plan, as modified pursuant to the rulings of the
Bankruptcy Court and the agreements of various parties. The Company currently
anticipates that the effective date of the Plan will be on or about February 11,
2010 (the “Effective
Date”). A copy of the Plan as confirmed by the Bankruptcy Court and the
Confirmation Order are attached hereto as Exhibits 2.1 and 99.1, respectively,
and are incorporated herein by reference.
Summary
of the Plan
The
following is a summary of the material terms of the Plan, as confirmed by the
Bankruptcy Court. This summary is qualified in its entirety by reference to the
Plan. Capitalized terms used but not defined herein shall have the meanings set
forth in the Plan.
The Plan
provides, among other things, that (i) substantially all of the Debtors’ assets
will be sold to the Purchasers pursuant to the Agreement, (ii) most of the
remaining assets will be transferred to a liquidating trust (the “Liquidating
Trust”) for the benefit of holders of the Company’s equity interests,
(iii) one holder of an equity interest in the Company will receive a beneficial
interest (the “Beneficial
Interest”) in the Liquidating Trust that will entitle such holder to
receive distributions from the Liquidating Trust; (iv) the other holders of the
Company’s equity interests will be entitled to a distribution prior to any
distribution of cash or other assets to the holder of the Beneficial Interest;
and (v) all existing equity interests in the Company will be
terminated.
The
claims and interests in TXCO are divided into 12 classes under the Plan. The
Plan provides for payment in full of the Allowed DIP Loan Secured Claim (Class
1), Allowed Secured Claims of holders of Senior Mineral Liens (Class 2), Allowed
Secured Claims of Revolver Lenders (Class 3), Allowed Secured Claims of the Term
Loan Lenders (Class 4), Allowed Secured Claims of holders of Junior Mineral
Liens (Class 5), Allowed Secured Tax Claims (Class 6), Allowed Priority Non-Tax
Claims (Class 7), Allowed General Unsecured Claims (Class 8), and Allowed Other
Secured Claims (Class 13). Allowed Intercompany Claims (Class 10)
will be discharged at the Effective Time.
The
Plan provides for the distribution of a Beneficial Interest to holders of
Redeemed Preferred Stock (Class 11A). Holders of Preferred Stock
(Class 11B) will be paid $7,575,000, and holders of Common Stock (Class 12) will
be paid their pro rata share of $10,000,000 as funds become
available. Newfield is the sole holder of Redeemed Preferred Stock
(Class 11A). The Plan provides that Newfield, as the sole holder of
Redeemed Preferred Stock (Class 11A) will receive no distribution on its
Beneficial Interest until such time as the holders of Preferred Stock (Class
11B) have been paid in full and the aggregate sum of $10 million has been
distributed pro rata to
the holders of Common Stock (Class 12).
2
Depending
on the proceeds, if any, ultimately received by the Liquidating Trust in respect
of the assets it will retain after the closing of the transactions contemplated
by the Agreement, the Company anticipates that holders of Preferred Stock (Class
11B) and Common Stock (Class 12) may receive some cash or other property in
respect of the equity interests they held on the Effective
Date. However, the amount of cash or other property that may
ultimately be received by the holders of Common Stock (Class 12) will be limited
to $10,000,000 in the aggregate and cannot be paid until the holders of
interests in the Preferred Stock (Class 11B) have received
$7,575,000. The Company can make no assurances as to whether the
holders of Redeemed Preferred Stock (Class 11A), Preferred Stock (Class 11B), or
Common Stock (Class 12) will ultimately receive any cash or other property or as
to the amount, if any, that they may receive in respect
thereof. Accordingly, the Company urges that extreme caution be
exercised with respect to existing and future investments in any Company equity
securities. The Record Date for the holders of Common Stock eligible
to receive a distribution, if any, from the Liquidating Trust, will be the
Effective Date, which is currently anticipated to be on or after February 11,
2010.
Immediately
prior to the confirmation of the Plan, the authorized capital stock of the
Company consisted of 100,000,000 shares of common stock and 10,000,000 shares of
preferred stock, par value $0.01 per share. Immediately prior to the
confirmation of the Plan, there were 38,315,955 shares of common stock, 51,909
shares of Series D preferred stock, and 15,000 shares of Series E preferred
stock issued and outstanding. All equity interests of the Company
(including all outstanding shares of common stock, preferred stock, options,
warrants or contractual or other rights to acquire any equity interests) will be
cancelled and extinguished on the Effective Date.
Information
regarding the assets and liabilities of the Company is included in the Monthly
Operating Report for the month ended November 30, 2009, which is attached as
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 8, 2010 and incorporated herein by
reference.
Most of
TXCO’s filings with the Bankruptcy Court are available to the public at the
offices of the Clerk of the Bankruptcy Court or the Bankruptcy Court’s web site
(http://www.txwb.uscourts.gov/) or may be obtained through private document
retrieval services, or on the web site established by TXCO’s claims and noticing
agent (http://cases.administarllc.com/txco). Information contained on, or that
can be accessed through, such web sites or the Bankruptcy Court's web site is
not part of this report.
3
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
TXCO (which term, unless otherwise specified or the context otherwise requires,
refers to TXCO Resources Inc. and its subsidiaries) 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 TXCO’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 TXCO’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, TXCO
undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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: TXCO’s ability to obtain court approval with respect to
motions in the chapter 11 cases prosecuted by TXCO from time to time; TXCO’s
ability to consummate the Plan with respect to TXCO’s bankruptcy cases; actions
by third party co-owners in properties in which TXCO also owns an interest;
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 other risks referenced from time to time in TXCO’s filings
with the Securities and Exchange Commission, including the risk factors listed
in Part II, Item 1A, “Risk Factors” in TXCO’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. The Company can make no assurances as
to whether the holders of its preferred or common equity securities will
ultimately receive any cash or other property in respect of such securities or
as to the amount, if any, that they may receive in respect
thereof. Accordingly, the Company urges that extreme caution be
exercised with respect to existing and future investments in any equity
securities.
Item
3.03 Material Modification to
Rights of Security Holders.
Pursuant
to the Plan, all equity interests of the Company, including but not limited to
all outstanding shares of common stock, preferred stock, options, warrants or
contractual or other rights to acquire any equity interests, will be cancelled
and extinguished on the Effective Date. The Record Date for the holders of
Common Stock eligible to receive a distribution, if any, from the Liquidating
Trust, will be the Effective Date, which is currently anticipated to be on or
after February 11, 2010.
In
addition, on the Effective Date, the Company intends to file a cease trading
request with the Financial Industry Regulatory Authority and Pink OTC Markets
Inc. Accordingly, as of the Effective Date, the Company’s common
stock will cease trading and be removed from the Pink Sheets quotation
system. The Company will file a Form 15 with the Securities and
Exchange Commission to deregister its common stock under Section 12(g) of the
Exchange Act. The Company’s reporting obligations under the Exchange
Act will subsequently be suspended.
4
Item
9.01 Financial Statements and
Exhibits.
(d)
|
Exhibits.
|
Exhibit No.
|
Description
|
|
2.1
|
Second
Amended Plan of Reorganization for TXCO Resources Inc., et al., as
confirmed by the Bankruptcy Court on January 27, 2010.
|
|
99.1
|
Confirmation
Order of the Bankruptcy
Court.
|
5
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.
|
|
Date: January
29, 2010
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/s/ James E. Sigmon
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James
E. Sigmon
|
|
Chairman
and Chief Executive
Officer
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6
EXHIBIT
INDEX
Exhibit No.
|
Description
|
|
2.1
|
Second
Amended Plan of Reorganization for TXCO Resources Inc., et al., as
approved by the Bankruptcy Court on January 27, 2010.
|
|
99.1
|
Confirmation
Order of the Bankruptcy
Court.
|
7