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EX-99.1 - EX-99.1 - MAGNUM HUNTER RESOURCES CORP | d85117exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 18, 2011 (October 12, 2011)
October 18, 2011 (October 12, 2011)
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-32997 | 86-0879278 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(832) 369-6986
(Registrants telephone number, including area code)
Not applicable
(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 obligations of the registrant under any of the following provisions:
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)) |
Item 5.04. Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
On October 12, 2011, Magnum Hunter Resources Corporation (the Company) received a notice
from the Plan Administrator of the Magnum Hunter Resources Corporation 401(k) Employee Stock
Ownership Plan (the 401(k) plan) notifying the Company of a 401(k) plan blackout period. The
blackout period is required to change the investment options under the 401(k) plan. During the
blackout period, 401(k) plan participants will be unable to make contribution rate and future
investment changes, investment election changes, loan repayments or requests and
withdrawals/distributions under the 401(k) plan, including with respect to their open brokerage
window account within the 401(k) plan that permits investment in the Companys common stock, 10.25%
Series C Cumulative Perpetual Preferred Stock and 8.0% Series D Cumulative Preferred Stock. The
blackout period is expected to begin on November 18, 2011 and end no later than November 22, 2011
(such period, the Blackout Period). The name, address and telephone number of the person
designated by the Company to respond to inquiries about the Blackout Period is DK Smith, Magnum
Hunter Resources Corporation, 777 Post Oak Boulevard, Suite 650, Houston, Texas 77506, telephone
number (832) 369-6986.
The Company received the notice required by section 101(i)(2)(E) of the Employee Retirement
Income Security Act of 1974, as amended, relating to the Blackout Period on October 12, 2011. On
October 18, 2011, the Company sent a notice to its directors and executive officers informing them
of the Blackout Period and the trading restrictions that apply to them with respect to the
Companys securities during the Blackout Period. This notice was required pursuant to Section 306
of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange
Act of 1934, as amended.
A copy of the notice to the directors and executive officers is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference. During the Blackout
Period and for a period of two years after the ending date of the Blackout Period, a security
holder of the Company or other interested parties may obtain, without charge, information about the
beginning date and the actual ending date of the Blackout Period by contacting DK Smith, Magnum
Hunter Resources Corporation, 777 Post Oak Boulevard, Suite 650, Houston, Texas 77506, telephone
number (832) 369-6986.
The foregoing information is provided pursuant to Regulation BTR under the Securities Exchange
Act of 1934.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
99.1
|
Notice to Directors and Executive Officers dated October 18, 2011 |
-2-
SIGNATURES
In accordance with 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.
MAGNUM HUNTER RESOURCES CORPORATION |
||||
Date: October 18, 2011 | /s/ Gary C. Evans | |||
Gary C. Evans, | ||||
Chairman and Chief Executive Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Notice to Directors and Executive Officers dated October 18, 2011 |