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): |
May 30, 2008 |
Whiting Petroleum Corporation
|
| (Exact name of registrant as specified in its charter) |
Delaware
|
1-31899
|
20-0098515
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
|
| (Address of principal executive offices, including ZIP code) |
(303) 837-1661
|
| (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:
| [ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 C.F.R.
§230.425) |
| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R.
§240.14a-12) |
| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
C.F.R. §240.14d-2(b)) |
| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
C.F.R. §240.13e-4(c)) |
| Item 2.01. |
Completion
of Acquisition or Disposition of Assets. |
On
May 30, 2008, Whiting Oil and Gas Corporation (“Whiting Oil and Gas”), a
wholly-owned subsidiary of Whiting Petroleum Corporation (the “Company”),
completed its acquisition of interests in producing gas wells and development acreage in
the Flat Rock field in Uinta County, Utah, as well as gas gathering
facilities (the “Acquisition”), pursuant to the terms of Purchase and Sale
Agreements (the “Agreements”) with Chicago Energy Associates, LLC and its
affiliate, Comet Resources LLC (collectively, the “Sellers”). Pursuant to the
terms of the Agreements, Whiting Oil and Gas paid the Sellers $365 million in cash with an
effective date of the acquisition of January 1, 2008. The Company financed the acquisition
with borrowings under its existing bank credit facility.
Copies
of the Agreements are filed as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form
8-K. The foregoing description of the Agreements and the transactions contemplated therein
is qualified in its entirety by reference to such exhibit. There are representations and
warranties contained in the Agreements, which were made by the parties to each other as of
specific dates. The assertions embodied in these representations and warranties were made
solely for purposes of the Agreements and may be subject to important qualifications and
limitations agreed to by the parties in connection with negotiating its terms. Moreover,
certain representations and warranties may not be accurate or complete as of any specified
date because they are subject to a contractual standard of materiality that is different
from certain standards generally applicable to stockholders or were used for the purpose
of allocating risk between the parties rather than establishing matters as facts. Based
upon the foregoing reasons, investors should not rely on the representations and
warranties as statements of factual information.
| Item 7.01. |
Regulation
FD Disclosure. |
A
copy of the Company’s press release announcing the completion of the Acquisition and
updating the Company guidance for the impact of the Acquisition is furnished as Exhibit
99.1 to this report.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(a) |
Financial
Statements of Businesses Acquired. Not applicable. |
| |
(b) |
Pro
Forma Financial Information. Not applicable. |
| |
(c) |
Shell
Company Transactions. Not applicable. |
| |
(2.1) |
Purchase
and Sale Agreement, between Chicago Energy Associates, LLC and Whiting Oil
and Gas Corporation [Incorporated by reference to Exhibit 2.1 to Whiting
Petroleum Corporation’s Current Report on Form 8-K dated May 4, 2008
(File No. 001-31899)].* |
| |
(2.2) |
Purchase
and Sale Agreement, between Comet Resources LLC and Whiting Oil and Gas
Corporation [Incorporated by reference to Exhibit 2.2 to Whiting Petroleum
Corporation’s Current Report on Form 8-K dated May 4, 2008 (File No.
001-31899)].* |
| |
(99.1) |
Press
Release of Whiting Petroleum Corporation, dated May 30, 2008. |
| |
* |
All
schedules and exhibits to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted
schedules and exhibits to the Securities and Exchange Commission upon its request. |
-2-
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.
|
WHITING PETROLEUM CORPORATION |
Date: June 2, 2008 |
By: /s/ Michael J. Stevens |
|
Michael J. Stevens |
|
Vice President and |
|
Chief Financial Officer |
-3-
WHITING PETROLEUM
CORPORATION
FORM 8-K
EXHIBIT INDEX
| Exhibit |
|
| Number |
Description |
| (2.1) |
Purchase
and Sale Agreement, between Chicago Energy Associates, LLC and Whiting Oil
and Gas Corporation [Incorporated by reference to Exhibit 2.1 to Whiting
Petroleum Corporation’s Current Report on Form 8-K dated May 4, 2008
(File No. 001-31899)].* |
| (2.2) |
Purchase
and Sale Agreement, between Comet Resources LLC and Whiting Oil and Gas
Corporation [Incorporated by reference to Exhibit 2.2 to Whiting Petroleum
Corporation’s Current Report on Form 8-K dated May 4, 2008 (File No.
001-31899)].* |
| (99.1) |
Press
Release of Whiting Petroleum Corporation, dated May 30, 2008. |
| * |
All
schedules and exhibits to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted
schedules and exhibits to the Securities and Exchange Commission upon its request. |
-4-