Attached files
| file | filename |
|---|---|
| EX-10.2 - TXCO Resources Inc | v174664_ex10-2.htm |
| EX-3.2 - TXCO Resources Inc | v174664_ex3-2.htm |
| EX-3.1 - TXCO Resources Inc | v174664_ex3-1.htm |
| EX-99.2 - TXCO Resources Inc | v174664_ex99-2.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): February 16, 2010 (February 11,
2010)
Reorganized
TXCO, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
other Jurisdiction of Incorporation)
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0-9120
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84-0793089
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(Commission
File Number)
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(IRS
Employer Identification No.)
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c/o
FTI Consulting, Inc.
2001
Ross Avenue, Suite 400
Dallas,
Texas 75201
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (214) 397-1600
TXCO
Resources Inc.
777
E. Sonterra Blvd., Suite 350
San
Antonio, Texas 78258
(Former
Name and 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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement.
As
previously disclosed, on January 11, 2010, Reorganized TXCO, Inc. (formerly
known as 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”)
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”).
On
February 11, 2010, TXCO entered into a First Amendment to Purchase Agreement
(the “Amendment”). The
Amendment, which is effective as of February 11, 2010, among other things: (i)
memorializes the amendment to the Purchase Agreement set forth in Section 1.100
of the Plan (as defined in Item 1.03 below), (ii) memorializes the amendment to
the Purchase Agreement set forth in Paragraph 69 of the Confirmation Order
(defined in Item 1.03 below), (iii) supplements or amends certain exhibits and
schedules to the Purchase Agreement, and sets forth certain specific assets to
be retained by TXCO and not acquired by the Purchasers at closing. A
copy of the Amendment is attached hereto as Exhibit 10.2 and is incorporated
herein by reference.
Item
1.03 Bankruptcy or
Receivership.
As
previously disclosed, on May 17, 2009, 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).
Also as
previously disclosed, on January 11, 2010, TXCO and the Purchasers entered into
the Purchase Agreement. 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.
On
February 11, 2010, TXCO satisfied the conditions precedent to the effectiveness
of the Plan. As a result, the Plan became effective on February
11, 2010 (the “Effective
Date”). On February 12, 2010, a Notice of Occurrence of
Effective Date (the “Notice of
Effective Date”) was filed with the Bankruptcy
Court. A copy of the Notice of Effective Date is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
As a
result of the Plan becoming effective, all equity interests of the Company
(including all outstanding shares of common stock, par value $0.01 per share
(“Common
Stock”), options, warrants or contractual or other rights to acquire any
equity interests) were cancelled and extinguished on the Effective
Date.
The Plan
provides, among other things, that certain assets will be transferred to a
liquidating trust (the “Liquidating
Trust”) for the benefit of holders of the Company’s equity
interests. Depending on the proceeds, if any, ultimately received by
the Liquidating Trust, the Company anticipates that holders of the Company’s
equity interests 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 will be limited to $10,000,000 in the aggregate and cannot be paid
until the holders of interests in the Company’s unredeemed preferred stock have
received $7,575,000. The Company can make no assurances as to whether
the holders of its preferred stock or Common Stock will ultimately receive any
cash or other property or as to the amount, if any, that they may receive in
respect thereof.
2
Information
regarding the assets and liabilities of the Company is included in the Monthly
Operating Report for the month ended December 31, 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 February 5, 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.
Item
2.01 Completion of Acquisition or
Disposition of Assets.
Pursuant
to the Plan and the Confirmation Order, on the Effective Date TXCO completed the
sale of a substantial portion of TXCO’s assets to the
Purchasers pursuant to the terms of the Purchase Agreement, as amended by
the Amendment, for total consideration of approximately $307.4 million in
cash.
Item
3.03 Material Modification to
Rights of Security Holders.
Pursuant
to the Plan and the Confirmation Order, 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, were 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, is February 11, 2010.
On the
Effective Date, the Company filed a cease trading request with the Financial
Industry Regulatory Authority. Accordingly, as of the Effective Date,
the Company’s Common Stock ceased trading and was removed from the OTC
quotation systems list. The Company intends to file a Form
15 with the Securities and Exchange Commission to deregister its Common Stock
under Section 12(g) of the Exchange Act and provide notice of the suspension of
the Company's reporting obligations under Section 15(d) of the Exchange
Act. Upon filing the Form 15, the Company’s reporting obligations
under the Exchange Act will be immediately suspended.
Item
5.01 Changes in Control of
Registrant.
Pursuant
to the Plan and the Confirmation Order, 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, were cancelled and extinguished on the Effective Date. As
of the Effective Date, and as contemplated by the Plan, one new share of Company
common stock, representing the entire equity interest in the Company, was issued
to the Liquidating Trust.
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Item
5.02
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Departure
of Directors or Certain Officer; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As of the
Effective Date, and as contemplated by the Plan, each of James E. Sigmon, Alan
L. Edgar, Dennis B. Fitzpatrick, J. Michael Muckleroy, Michael J. Pint, Jacob
Roorda, and Anthony Tripodo resigned as directors of the Company. As
of the Effective Date, Albert S. Conly was elected as the sole director of the
Company.
As of the
Effective Date, and as contemplated by the Plan, each of James E. Sigmon, the
Company’s Chief Executive Officer and Chairman of the Board, Gary S.
Grinsfelder, the Company’s President, M. Frank Russell, the Company’s Vice
President, Secretary and General Counsel, and Richard A. Sartor, the Company’s
Controller, Principal Accounting Officer and Assistant Secretary, resigned as
officers of the Company.
As of the
Effective Date, Albert S. Conly was elected as the President and Secretary of
the Company. Mr. Conly will serve as the Company’s new principal
executive officer, principal financial officer, principal accounting officer,
and principal operating officer. Mr. Conly, age 55, is a Senior
Managing Director at FTI Consulting, which serves as the Company’s disbursing
agent pursuant to the terms of the Plan. Mr. Conly specializes in
providing restructuring, turnaround and interim management consulting services
to investors, lenders and owners of distressed companies in a variety of
industries. Prior to joining FTI in September 2002, Mr. Conly was a
partner with PricewaterhouseCoopers LLP. Mr. Conly is a certified
public accountant in the State of Texas and has 32 years of experience in the
energy, financial services and consulting industries. Mr. Conly
received a B.B.A. degree in accounting from the University of Texas in
1977.
Item
5.03 Amendment to Articles of
Incorporation or Bylaws.
On
February 11, 2010, the Company filed an Amended and Restated Certificate of
Incorporation (the “Amended and
Restated Certificate of Incorporation”) of the Company with the Secretary
of State of the State of Delaware to effect certain changes to the corporate
structure of the Company contemplated by the Plan, including, among other
things, changing the Company’s name to Reorganized TXCO, Inc. A copy
of the Amended and Restated Certificate of Incorporation is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
On the
Effective Date, the Company adopted Amended and Restated Bylaws (the “Amended and
Restated Bylaws”) of the Company to effect certain changes to the
corporate structure of the Company contemplated by the Plan. A copy
of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is
incorporated herein by reference.
4
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Second
Amended Plan of Reorganization for TXCO Resources Inc., et al., as
confirmed by the Bankruptcy Court on January 27, 2010 (incorporated by
reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K
filed on January 29, 2010).
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3.1*
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Amended
and Restated Certificate of Incorporation of Reorganized TXCO, Inc.,
formerly known as TXCO Resources Inc.
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3.2*
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Second
Amended and Restated Bylaws of Reorganized TXCO, Inc.
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10.1
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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 (incorporated by reference to Exhibit 10.1 of the
registrant’s Amendment No. 1 to Current Report on Form 8-K filed on
January 12, 2010).
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10.2*
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First
Amendment dated February 11, 2010, to 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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99.1
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Confirmation
Order of the Bankruptcy Court (incorporated by reference to Exhibit 2.1 of
the registrant’s Current Report on Form 8-K filed on January 29,
2010).
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99.2*
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Notice
of (A) Occurrence of Effective Date, (B) Deadline for Creditors to File
Motion Seeking Interest in Excess of Plan Rate and Allowance of Attorneys’
Fees, and (C) Bar Date for Filing Administrative
Claims.
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* filed
herewith
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.
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Reorganized
TXCO, Inc.
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Date: February
16, 2010
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/s/ Albert S. Conly
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Albert
S. Conly
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President
and Secretary
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6
EXHIBIT
INDEX
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Exhibit No.
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Description
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2.1
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Second
Amended Plan of Reorganization for TXCO Resources Inc., et al., as
confirmed by the Bankruptcy Court on January 27, 2010 (incorporated by
reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K
filed on January 29, 2010).
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3.1*
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Amended
and Restated Certificate of Incorporation of Reorganized TXCO, Inc.,
formerly known as TXCO Resources Inc.
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3.2*
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Second
Amended and Restated Bylaws of Reorganized TXCO, Inc.
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10.1
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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 (incorporated by reference to Exhibit 10.1 of the
registrant’s Amendment No. 1 to Current Report on Form 8-K filed on
January 12, 2010).
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10.2*
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First
Amendment dated February 11, 2010, to 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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99.1
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Confirmation
Order of the Bankruptcy Court (incorporated by reference to Exhibit 2.1 of
the registrant’s Current Report on Form 8-K filed on January 29,
2010).
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99.2*
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Notice
of (A) Occurrence of Effective Date, (B) Deadline for Creditors to File
Motion Seeking Interest in Excess of Plan Rate and Allowance of Attorneys’
Fees, and (C) Bar Date for Filing Administrative
Claims.
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7