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 1, 2001
PANHANDLE ROYALTY COMPANY
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(Exact name of registrant as specified in its charter)
OKLAHOMA 0-9116 73-1055775
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(State of Incorporation) (Commission File) (I.R.S. Employer
Number Identification No.)
GRAND CENTRE SUITE 210, 5400 NORTH GRAND BLVD., OKLAHOMA CITY, OK 73112
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(Address of principal executive offices)
Registrant's telephone number including area code: (405) 948-1560
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Panhandle Royalty Company
FORM 8-K
OCTOBER 16,2001
ITEM 1. NONE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 2001 Panhandle Royalty Company acquired
privately held Wood Oil Company ("Wood") of Tulsa, Oklahoma. The acquisition was
made pursuant to an Agreement and Plan of Merger among Panhandle Royalty
Company, PHC, Inc., and Wood Oil Company, dated August 9, 2001. Wood merged with
Panhandle's wholly owned subsidiary PHC, Inc., on October 1, 2001, with Wood
being the surviving Company. Prior to the acquisition, Wood was a privately held
company engaged in oil and gas exploration and production and fee mineral
ownership and owned interests in certain oil and gas and real estate
partnerships and an office building in Tulsa. Wood will continue to operate as a
subsidiary of Panhandle and will be moved to Oklahoma City in early 2002. Wood
and its shareholders were unrelated parties to Panhandle.
Wood's assets, in addition to those mentioned above, included
approximately 71,000 net acres of fee minerals and 14,923 net leasehold acres
located primarily in Oklahoma, Texas and 17 additional states. Wood owns
non-operating, royalty and working interests in approximately 2,000 producing
wells with estimated net proven reserves of 11.03 billion cubic feet of natural
gas equivalents. Daily production is approximately 4,700 mcf and
166 barrels of oil.
The adjusted purchase price was $22,603,886, which included
working capital assumed of $4,195,794. Funding for the acquisition was obtained
from BancFirst of Oklahoma City, Oklahoma in the form of a $20,000,000 five year
term loan. $3,000,000 of Wood's cash was used to reduce Panhandle's debt on the
date of closing.
The acquisition will be accounted for as a purchase,
accordingly, Wood's financial results will be consolidated with Panhandle's
beginning October 1, 2001.
ITEM 3. NONE
ITEM 4. NONE
ITEM 5. NONE
ITEM 6. NONE
(1)
Panhandle Royalty Company
FORM 8-K
OCTOBER 16,2001
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
As of October 15, 2001, audited historical financial
statements of Wood were not available. The Company will file the required
audited financial statements on FORM 8-K/A as soon as practicable upon
completion of the audit of Wood, but not later than 60 days from October
16, 2001.
(b) Pro Forma Financial Information.
The preparation of the required pro forma information pursuant
to Article 11 of Regulation S-X is dependant on the preparation of the
audited historical financial statements described under Item 7(a) above.
The Company will file the required pro forma financial information on FORM
8-K/A as soon as practicable upon completion of the audit of such financial
statements, but not later than 60 days from October 16, 2001.
(c) Exhibits
10.1 Agreement and Plan of Merger Among Panhandle Royalty
Company, PRC, Inc. and Wood Oil Company Dated August 9, 2001.
10.2 Name Correction Agreement Among Panhandle Royalty
Company, PHC, Inc. and Wood Oil Company.
10.3 Amended and Restated Loan Agreement By and Among
Panhandle Royalty Company, Wood Oil Company and BancFirst,
Dated October 1, 2001.
ITEM 8. NONE
(2)
Panhandle Royalty Company
FORM 8-K
OCTOBER 16,2001
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PANHANDLE ROYALTY COMPANY
October 16, 2001 /s/ H W Peace II
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DATE H W PEACE II, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
October 16, 2001 /s/ Michael C. Coffman
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DATE MICHAEL C. COFFMAN,
VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND
SECRETARY AND TREASURER
(3)
EXHIBIT
NUMBER DESCRIPTION
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10.1 Agreement and Plan of Merger Among Panhandle Royalty Company, PRC, Inc.
and Wood Oil Company Dated August 9, 2001.
10.2 Name Correction Agreement Among Panhandle Royalty Company, PHC, Inc.
and Wood Oil Company.
10.3 Amended and Restated Loan Agreement By and Among Panhandle Royalty
Company, Wood Oil Company and BancFirst, Dated October 1, 2001.