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
October 8, 2004
Date of Report (Date of earliest event reported)
ABRAXAS PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 0-19118 74-2584033
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
(210) 490-4788
(Address of principal executive offices and 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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
The information in this Report (including Exhibit 99.1) is furnished
pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of the Section. The information in this Report will not be deemed an
admission as to the materiality of any information required to be disclosed
solely to satisfy the requirements of Regulation FD.
On October 7, 2004, Abraxas Petroleum Corporation (the "Company")
announced in a press release that it intends to offer $125 million aggregate
principal amount of senior secured notes in a private placement as part of a
refinancing of its existing debt.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated October 7, 2004 entitled "Abraxas to Offer $125
Million of Senior Secured Notes"
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.
Abraxas Petroleum Corporation
By: _________________________________________________
Chris Williford
Executive Vice President, Chief Financial
Officer and Treasurer
Dated: October 8, 2004
Exhibit 99.1
NEWS RELEASE
ABRAXAS TO OFFER $125 Million OF SENIOR SECURED NOTES
SAN ANTONIO, TX (October 7, 2004) - Abraxas Petroleum Corporation ("Abraxas")
(AMEX:ABP) announced today that it intends to offer $125 million aggregate
principal amount of senior secured notes in a private placement as part of a
refinancing of its existing debt. The offering of the notes will be subject to
market and other customary conditions. Certain of Abraxas' subsidiaries will
fully and unconditionally guarantee the notes. The issuance of the notes is part
of a planned refinancing of all of Abraxas' outstanding debt, and each part of
the refinancing is dependent on the consummation of each other component. In
addition to offering the notes, Abraxas intends to enter into a new $15 million
senior secured revolving credit facility and a new $25 million subordinated
secured term loan. Grey Wolf Exploration Inc., Abraxas' Canadian subsidiary,
will also enter into a new $35 million term loan, the proceeds of which will be
provided to Abraxas for use in the refinancing. The refinancing is subject to
conditions and there is no assurance that the refinancing, including the
offering of the notes, will be consummated.
The notes and Abraxas' new revolving credit facility will be secured by shared
first priority security interests in all of Abraxas' material assets other than
its interest in Grey Wolf.
The notes will be offered in a private placement exempt from, or not subject to,
the registration requirements of the Securities Act of 1933, as amended. The
notes have not been registered under the Securities Act and may not be offered
or sold in the United States without registration or an applicable exemption
from the registration requirements of the Securities Act. Under the terms of a
registration rights agreement, Abraxas Petroleum Corporation and the subsidiary
guarantors will agree to file a registration statement under the Securities Act
with the Securities and Exchange Commission to permit the exchange of the notes
for registered notes having terms substantially identical to those of the notes
(except that the registered notes will not be subject to restrictions on
ownership and transfer) or the registered resale of the notes.
Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas
exploitation and production company. The Company operates in Texas, Wyoming and
western Canada.
Safe Harbor for forward-looking statement: Statements in this release looking
forward in time involve known and unknown risks and uncertainties, which may
cause the Company's actual results in future periods to be materially different
from any future performance suggested in this release. Such factors may include,
but may not be necessarily limited to, changes in the prices received by the
Company for crude oil and natural gas. In addition, the Company's future crude
oil and natural gas production is highly dependent upon the Company's level of
success in acquiring or finding additional reserves. Further, the Company
operates in an industry sector where the value of securities is highly volatile
and may be influenced by economic and other factors beyond the Company's
control. In the context of forward-looking information provided for in this
release, reference is made to the discussion of risk factors detailed in the
Company's filing with the Securities and Exchange Commission during the past 12
months.
FOR MORE INFORMATION CONTACT:
Janice Herndon/Manager Corp. Communications
Telephone 210.490.4788
jherndon@abraxaspetroleum.com
www.abraxaspetroleum.com