UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the months of January 2004 through October 2004
·
fluctuations in foreign exchange or interest rates and stock market volatility;
·
failure to realize the anticipated benefits of acquisitions; and
·
the other factors discussed under "Risk Factors".
These factors should not be construed as exhaustive. We do not undertake any obligation to publicly update or revise any forward looking statements.
GLOSSARY OF TERMS
The following are defined terms used in this Annual Information Form:
"board of directors" or "Enterra board" means the board of directors of Enterra;
"CT Note" means the unsecured promissory note issued by EEC Trust to the Trust pursuant to the Arrangement;
"EEC Trust" means Enterra Energy Commercial Trust, an unincorporated trust governed by the laws of Alberta and a wholly-owned subsidiary of the Trust;
"EEC Trust Units" means trust units of EEC Trust;
"Enterra Debt" means the Series A Notes and any other indebtedness of Enterra to the Trust from time to time.
"Exchangeco" means Enterra Exchangeco Ltd., a corporation incorporated pursuant to the laws of Alberta and a wholly-owned subsidiary of EEC Trust;
"McDaniel" means McDaniel & Associates Ltd., independent petroleum engineering consultants of Calgary, Alberta;
"McDaniel Report" means the independent engineering evaluation of certain oil, NGL and natural gas interests of the Trust prepared by McDaniel dated February 27, 2004 and effective December 31, 2003;
"Non-Resident" means (a) a Person who is not a resident of Canada for the purposes of the Tax Act; or (b) a partnership that is not a Canadian partnership for the purposes of the Tax Act;
"Note Indenture" means the indenture between Enterra and the Note Trustee governing the Series A Notes;
"Note Trustee" means Olympia Trust Company or any successor thereto, in its capacity as the trustee for the holders of Series A Notes;
"Partnerco" means Enterra Energy Partner Corp., a corporation incorporated pursuant to the ABCA and a wholly-owned subsidiary of Enterra;
"Partnership" means the Enterra Production Partnership, a partnership organized pursuant to the laws of Alberta, the partners of which are Enterra (99.99%) and Partnerco (0.01%);
"Series A Notes" means interest-bearing subordinated promissory notes issued by Enterra pursuant to the Arrangement and currently held by the Trust;
"Special Resolution" means a resolution proposed to be passed as a special resolution at a meeting of holders of Trust Units and holders of Special Voting Rights (including an adjourned meeting) duly convened for the purpose and passed by the affirmative votes of the holders of not less than 66 2/3% of the Trust Units and Special Voting Rights represented at the meeting and voted on a poll upon such resolution;
"Tax Act" means the Income Tax Act (Canada), R.S.C. 1985, c. 1. (5th Supp), as amended, including the regulations promulgated thereunder;
"Trust Unit" or "Unit" means a unit of the Trust issued by the Trust;
"Trustee" means Olympia Trust Company, the initial trustee of the Trust, or such other trustee from time to time of the Trust;
"Unitholders" means holders from time to time of the Trust Units;
"U.S. Person" means a U.S. person as defined in Rule 902(k) under Regulation S, including, but not limited to, any natural person resident in the United States;
"U.S. Unitholder" means any Unitholder who is either in the United States or a U.S. Person;
"Voting and Exchange Trust Agreement" means the voting and exchange trust agreement entered into on November 25, 2003 between the Trust, Enterra Acquisition Ltd. and the Voting and Exchange Agreement Trustee; and
"Voting and Exchange Trust Agreement Trustee" means Olympia Trust Company, the initial trustee under the Voting and Exchange Trust Agreement, or such other trustee from time to time appointed thereunder.
"1933 Act" means the United States Securities Act of 1933, as amended;
"1934 Act" means the United States Securities Exchange Act of 1934, as amended; and
Conventions
Unless otherwise indicated, references herein to "$" or "dollars" are to Canadian dollars. All financial information herein has been presented in Canadian dollars in accordance with generally accepted accounting principles in Canada.
Abbreviations
Oil and Natural Gas Liquids | Natural Gas | ||
bbl | Barrel | mcf | thousand cubic feet |
bbls | Barrels | mmcf | million cubic feet |
mbbls | thousand barrels | bcf | billion cubic feet |
bbls/d | barrels per day | mcf/d | thousand cubic feet per day |
NGLs | natural gas liquids | mmcf/d | million cubic feet per day |
GJ | Gigajoule | MMBTU | million British Thermal Units |
GJ/d | gigajoule per day | ||
Other
AECO-C | Intra-Alberta Nova Inventory Transfer Price (NIT net price) |
API | American Petroleum Institute |
°API | an indication of the specific gravity of crude oil measured on the API gravity scale. Liquid petroleum with a specified gravity of 28 °API or higher is generally referred to as light crude oil |
ARTC | Alberta Royalty Tax Credit |
BOE | barrel of oil equivalent of natural gas and crude oil on the basis of 1 BOE for 6 (unless otherwise stated) mcf of natural gas (this conversion factor is an industry accepted norm and is not based on either energy content or current prices) |
BOE/D | barrel of oil equivalent per day |
M3 | cubic metres |
MBOE | 1,000 barrels of oil equivalent |
WTI | West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma for crude oil of standard grade |
MW/h | Megawatts per hour |
Conversion
The following table sets forth certain standard conversions from Standard Imperial Units to the International System of Units (or metric units).
To Convert From | To | Multiply By |
mcf | Cubic metres | 28.174 |
Cubic metres | Cubic feet | 35.494 |
bbls | Cubic metres | 0.159 |
Cubic metres | Bbls oil | 6.290 |
Feet | Metres | 0.305 |
Metres | Feet | 3.281 |
Miles | Kilometres | 1.609 |
Kilometres | Miles | 0.621 |
Acres | Hectares | 0.405 |
Hectares | Acres | 2.47 |
CURRENCY OF INFORMATION
The information set out in this renewal annual information form is stated as at December 31, 2003 unless otherwise indicated. Capitalized terms used but not defined in the text are defined in the Glossary.
ORGANIZATIONAL STRUCTURE
Enterra Energy Trust
Enterra Energy Trust (the "Trust" and, together with its direct and indirect subsidiaries and partnerships, "we", "our" or "us") is an open ended unincorporated investment trust governed by the laws of the Province of Alberta and created pursuant to an indenture (the "Trust Indenture") dated as of October 24, 2003, between Enterra Energy Corp. and Olympia Trust Company. Our head and principal office is located at 2600, 500 – 4th Avenue S.W., Calgary, Alberta, T2P 2V6.
As a result of the completion of a plan of arrangement involving the Trust, Enterra Energy Corp. ("Old Enterra"), Enterra Acquisition Corp. and Enterra Energy Commercial Trust ("EEC Trust") on November 25, 2003 (the "Arrangement"), former holders of common shares of Old Enterra received two Trust Units or two Exchangeable Shares of Enterra Acquisition Corp., in accordance with the elections made by such holders, and Old Enterra became a wholly-owned subsidiary of the Trust. Old Enterra was subsequently amalgamated with Enterra Acquisition Corp., Big Horn Resources Ltd. and Enterra Sask. Ltd. to form Enterra Energy Corp. ("Enterra").
The principal undertaking of the Trust is to issue Trust Units and to acquire and hold debt instruments, royalties and other interests. The direct and indirect wholly-owned subsidiaries of the Trust carry on the business of acquiring and holding interests in petroleum and natural gas properties and assets related thereto. See "Description of the Business of the Trust – General".
Olympia Trust Company has been appointed as trustee under the Trust Indenture. The beneficiaries of the Trust are holders of the outstanding Trust Units. The principal and head office of Olympia Trust Company is located at 2300, 125 – 9th Avenue S.E., Calgary, Alberta T2G 0P6.
Enterra
Enterra is the principal operating subsidiary of the Trust. Enterra was formed on the amalgamation of Enterra Acquisition Corp., Big Horn Resources Ltd., Enterra Sask. Ltd. and Old Enterra on November 25, 2003 pursuant to the Arrangement and is governed by the laws of the Province of Alberta. EEC Trust is the sole holder of voting shares of Enterra. All of the crude oil and natural gas properties and related assets in which the Trust has an interest are held, directly or indirectly, through Enterra.
The Partnership
Enterra Production Partnership (the "Partnership") was formed as a general partnership under the laws of the Province of Alberta on August 16, 2001. The Partnership currently holds all of our producing crude oil and natural gas properties from which the Trust ultimately derives its cash flow. The partners of the Partnership are Enterra (as to 99.99%) and Partnerco (as to 0.01%).
EEC Trust
EEC Trust is an unincorporated commercial trust governed by the laws of the Province of Alberta. The Trust holds all of the issued and outstanding trust units of EEC Trust.
Our Organizational Structure
The following diagram describes the intercorporate relationships among the Trust and its subsidiaries as well as the flow of cash from the oil and gas properties held by such subsidiaries to the Trust and, ultimately, from the Trust to the Unitholders. Reference should be made to the appropriate sections of this Annual Information Form for a complete description of our structure.
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GENERAL DEVELOPMENT OF THE BUSINESS OF THE TRUST
History
History of Old Enterra Prior to the Arrangement
Old Enterra (formerly Westlinks Resources Ltd.) was organized on June 30, 1998 by the statutory amalgamation of Temba Resources Ltd. and PTR Resources Ltd. pursuant to the provisions of the Business Corporations Act (Alberta). Temba Resources Ltd. was incorporated in Alberta on July 31, 1996. Immediately prior to the amalgamation which created Old Enterra, Temba Resources Ltd. amalgamated with its wholly-owned subsidiary, Rainee Resources Ltd. PTR Resources Ltd. was incorporated in Alberta on September 18, 1992 as 542275 Alberta Ltd., changed its name to Ablevest Holdings Ltd. on June 14, 1993, and to PTR Resources Ltd. on December 1, 1997.
In 1998, Old Enterra acquired a non-operated working interest averaging approximately 20% in a Dina sand pool located in the Sounding Lake area of Alberta, consisting of 1,270 acres and approximately 35 producing wells.
In September 1999, Old Enterra acquired a 94% working interest in four producing oil wells and a saltwater disposal well in the Sylvan Lake area of Alberta.
In May 2000, Old Enterra acquired, effective January 1, 2000, further working interests in the Sounding Lake area of Alberta, consisting of a further 36% working interest in the Dina sand pool as well as working interests averaging approximately 91% in 21 producing oil wells. The purchase price for such interests was $11,900,000.
On November 15, 2000, Old Enterra sold, effective October 1, 2000, all of its interests in the Bigoray area of Alberta for cash consideration of $4,494,500. Proceeds from the sale were used to reduce Old Enterra's bank debt and to fund its 2001 acquisition program.
On December 6, 2000, Old Enterra acquired a 25% working interest in a producing gas well in the Altares area of northeast British Columbia for cash consideration of $1,000,000.
On January 17, 2001, Old Enterra completed a secondary public offering in the United States of 1,000,000 units, each unit consisting of one common share and one share purchase warrant, for U.S. $4.55 per unit. The share purchase warrants were exercisable for six months at U.S. $4.50 per share. Net proceeds from the offering were used for Old Enterra's 2001 acquisition and drilling program.
On February 28, 2001, Old Enterra entered into a farm-out and option agreement whereby it was granted to ability to earn an interest in over 12,000 acres of land in the Altares region of northeast British Columbia. Under the terms of the farm-out and option agreement, Old Enterra was obligated to drill a minimum of two wells and had an option to drill up to four more wells to earn an interest in all of the lands.
On March 27, 2001, Old Enterra acquired an average 67% working interest in 8,705 gross acres of land and 34 producing oil wells in the Grand Forks area of southern Alberta for cash consideration of $5,500,000. The effective date of the acquisition was January 1, 2001.
On April 23, 2001, Old Enterra entered into the EuroGas Agreement. On June 5, 2001, Old Enterra completed the acquisition of an aggregate of 8,275,500 Big Horn shares from EuroGas.
On June 12, 2001, Old Enterra entered into an agreement with a private company to acquire certain oil and gas assets in the Superb area of Saskatchewan. The purchase price fort the assets was $2,800,000, which amount was satisfied by the payment of $1,500,000 in cash and through the issuance of Common Shares. Through this acquisition, Old Enterra acquired a 91% working interest in four existing Waseca heavy oil wells with a combined production rate of approximately 180 Bbls/d.
Effective August 16, 2001, Westlinks and Big Horn Resources Ltd. entered into an agreement under Section 192 of the Canada Business Corporations Act, whereby Big Horn shareholders were issued Westlinks common shares and options in exchange for Big Horn common shares and options. Big Horn was incorporated under the laws of the Province of Saskatchewan on February 16, 1960 as Contact Gold Mines Ltd. On July 7, 1969, Big Horn changed its name to Contact Ventures Ltd. Big Horn was continued under the Business Corporations Act (Saskatchewan) on December 28, 1979 and subsequently continued under the Canada Business Corporations Act on September 9, 1982. On April 15, 1988, Big Horn changed its name to West Pride Industries Corp. and on April 2, 1991 Big Horn consolidated its common shares on a 4 for 1 basis. Effective September 7, 1993 Big Horn further consolidated its common shares on a 7 for 1 basis and changed its name to Big Horn Resources Ltd.
Effective December 10, 2001, Westlinks Resources Ltd. changed its name to Enterra Energy Corp.
On March 26, 2002, Old Enterra redeemed 6,123,870 of its Series I Preferred Shares for $2,300,000, resulting in a gain of $2,905,290.
On April 12, 2002, Old Enterra was granted a 30-day extension for the 1,000,000 share purchase warrants which were exercisable until April 17, 2002. The expiry date was extended to May 17, 2002. The warrants expired on May 17, 2002 without being exercised.
On October 8, 2002, Old Enterra raised $5 million for a sale-leaseback arrangement on some of its production equipment.
On October 8, 2002, Old Enterra purchased 3,300 acres of land in one of its core areas for $2.5 million.
Old Enterra received $18.3 million in 2003 as proceeds on the sale of miscellaneous non-core properties. These proceeds were applied to reduce bank debt and improve working capital.
On June 20, 2003, Old Enterra’s common shares commenced trading on the Toronto Stock exchange under the symbol "ENT". They were previously trading on the TSX Venture Exchange.
On August 5, 2003 Old Enterra announced its intention to reorganize itself into an oil and gas income trust.
On September 30, 2003, Old Enterra redeemed all 611,803 outstanding Series I Preferred Shares for $520,032.
On October 27, 2003 The American Stock Exchange began trading in options in Old Enterra under the symbol "EMU".
The Arrangement
The Arrangement received the approval of 99.37% of the votes cast by shareholders at a special meeting held on November 24, 2003. The Arrangement also received the approval of the Court of Queen’s Bench of Alberta ont:14pt; margin-top:0pt; margin-bottom:12pt; font-size:12pt" align=center>Commission File Number: 0-32115
Enterra Energy Trust (Translation of registrant's name into English) |
2600, 500-4th Avenue S.W. Calgary, Alberta T2P 2V6 Canada |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _____ No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _____ No X
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
The Issuer is filing material documents not previously filed.
TABLE OF CONTENTS
The following documents are filed as part of this Form 6-K:
Exhibit | Description | |
99.1 | Material Change Report dated January 20, 2004 | |
99.2 | Initial Annual Information Form dated May 19, 2004 | |
99.3 | Revised Initial Annual Information Form dated May 19, 2004 | |
99.4 | Cover letter dated September 29, 2004 | |
99.5 | Form 52-109FT2 – Certification of Interim Filings – CEO dated August 4, 2004 | |
99.6 | Form 52-109FT2 – Certification of Interim Filings – CFO dated August 4, 2004 | |
99.7 | Cover Letter dated October 27, 2004 | |
99.8 | Material Change Report dated October 28, 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, thereunto duly authorized.
Date: September 26, 2005
Enterra Energy Trust
By:
/s/ E. Keith Conrad
Name:
E. Keith Conrad
Title
President and Chief Executive Officer
EXHIBIT INDEX