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):

 

OCTOBER 13, 2004

 

PETROHAWK ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

(832) 204-2700

(Registrant’s telephone number, including area code)

 

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))

 

 

Item 1.01               Entry into a Material Definitive Agreement

 

On October 13, 2004, Petrohawk Energy Corporation (“Petrohawk”) entered into an Agreement and Plan of Merger with privately-held Wynn-Crosby Energy, Inc. (“Wynn-Crosby”), and an Agreement and Plan of Mergers with Wynn-Crosby 1994, Ltd, Wynn-Crosby 1995, Ltd., Wynn-Crosby 1996, Ltd., Wynn-Crosby 1997, Ltd, Wynn-Crosby 1998, Ltd., Wynn-Crosby 1999, Ltd., Wynn-Crosby 2000, Ltd., Wynn-Crosby 2002, Ltd., WCOG Properties, Ltd., Kara Nicole Limited, Kristen Lee Limited, Eric Wynn Limited, Christopher David Limited, Paige Lee Limited, Bernadien Wynn Limited, Roger Lee Limited, George Heaps Limited (collectively, the “Partnerships”) and Wynn-Crosby.  Pursuant to such agreements, Petrohawk will acquire Wynn-Crosby and the Partnerships, which are managed by Wynn-Crosby.

 

The purchase price is $425 million, subject to certain adjustments, and the transaction is expected to close on or before November 30, 2004. The agreements contain customary representations and warranties and closing conditions.  Petrohawk intends to finance the acquisition using a combination of cash, bank debt and equity.

 

A press release containing further information regarding the transaction is attached as Exhibit 99.1.

 

Item 9.01               Financial Statements and Exhibits

 

(c)           Exhibits.

99.1         Press Release dated October 13, 2004

 

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 who is duly authorized.

 

 

	PETROHAWK ENERGY CORPORATION
Date:  October 13, 2004	By:	/s/ Shane M. Bayless
	Shane M. Bayless
	Vice President-Chief Financial Officer and Treasurer

 

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