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 16, 2007
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-16295
(Commission
File Number)
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75-2759650
(IRS Employer
Identification No.) |
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777 Main Street, Suite 1400, Fort Worth, Texas
(Address of principal executive offices)
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76102
(Zip Code) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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
May 16, 2007, Encore Acquisition Company, a Delaware corporation (“Encore”), entered into a
definitive purchase and sale agreement with Crow Creek Energy II, L.L.C., to sell
certain properties in the Mid-Continent for total cash consideration of $300 million, subject to
customary closing conditions and purchase price adjustments. Encore plans to use the proceeds from
the divestiture to pay down debt on its revolving credit facility.
The
purchase and sale agreement contains customary representations,
warranties and covenants for transactions involving the sale of oil
and natural gas properties. This transaction has an
effective date of March 1, 2007 and is expected to close in the second quarter of 2007.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing Encore’s proposed divestiture is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
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
The exhibit listed below is being furnished pursuant to Item 7.01 of this Form 8-K:
99.1 Press Release dated
May 16, 2007 regarding Mid-Continent divestiture