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): December 2, 2003
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-16295 75-2759650
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 MAIN STREET, SUITE 1400, FORT WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 877-9955
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated December 2, 2003
Item 9. Regulation FD Disclosure
On December 2, 2003, Encore Acquisition Company (the "Company")
announced that it completed the sale of 1,060,000 shares of its common stock, at
a price of $20.25 per share to the public, in connection with the underwriters'
over-allotment option granted by Encore in connection with the public offering
of its common stock previously announced on November 10, 2003.
Net proceeds from the exercise of the over-allotment option were
approximately $20.6 million, after deducting underwriting discounts and
commissions of the offering. Encore used all of the net proceeds to repurchase
866,643 shares of Encore common stock from J.P. Morgan Partners (SBIC), LLC and
193,357 shares of Encore common stock from Warburg, Pincus Equity Partners L.P.
The 1,060,000 shares were purchased by Encore at a price of $19.3775 per share
and were retired upon repurchase. After giving effect to the repurchase, J.P.
Morgan Partners (SBIC), LLC no longer beneficially owns any of Encore's common
stock and Warburg, Pincus Equity Partners L.P. beneficially owns 24.5% of
Encore's common stock.
The press release and the above information are being furnished under
Item 9 and 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 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. The furnishing of
the information in this report is not intended to, and does not, constitute a
determination or admission by the Company that the information in this report is
material or complete, or that investors should consider this information before
making an investment decision with respect to any security of the Company.
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 thereunto duly authorized.
ENCORE ACQUISITION COMPANY
Date: December 2, 2003 By: /s/ Roy W. Jageman
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Roy W. Jageman
Executive Vice President,
Chief Financial Officer and Treasurer
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