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 16, 2007
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16295
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75-2759650 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 777 Main Street, Suite 1400, Fort Worth, Texas
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76102 |
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| (Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code: (817) 877-9955
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:
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On January 16, 2007, Encore Acquisition Company (“Encore”) entered into a Purchase and Sale
Agreement with Clear Fork Pipeline Company, Howell Petroleum Corporation, and Kerr-McGee Oil & Gas
Onshore LP to purchase certain oil and natural gas properties in the Big Horn Basin in Wyoming for
$400 million in cash, subject to customary purchase price adjustments. The closing,
which is subject to customary closing conditions, is expected to occur in March 2007.
The foregoing description of the Purchase and Sale Agreement is not complete and is qualified
in its entirety by reference to the full text of the agreement, which is filed as Exhibit 2.1
hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing Encore’s proposed Big Horn Basin acquisition is
attached as Exhibit 99.1 hereto and is incorporated herein by reference. Encore will host a
conference call and simultaneous webcast to discuss the proposed
acquisition at 7:00 a.m. Central Standard Time on
January 17, 2007. The conference call can be accessed by dialing 877-356-9552. The webcast will
be available at www.encoreacq.com. A copy of the presentation materials will be available on
Encore’s website (www.encoreacq.com/presentations.html) prior to the conference call.
The information being furnished pursuant to Item 7.01 of this Form 8-K and in Exhibit 99.1
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934 (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor shall it
be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits |
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2.1
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Purchase and Sale Agreement dated January 16, 2007 among Clear Fork Pipeline
Company, Howell Petroleum Corporation, Kerr-McGee Oil & Gas Onshore LP, and Encore
Acquisition Company |
The exhibit listed below is being furnished pursuant to Item 7.01 of this Form 8-K:
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99.1
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Press Release dated January 17, 2007 regarding Big Horn Basin Acquisition |