SHERIDAN ENERGY INC

Deregistered Sheridan's common stock from the Exchange Act following the Calpine merger's completion, ending Sheridan Energy's run as an independent SEC registrant, which began with TGX Corporation's 1996-1997 recapitalization into the renamed entity.

listing compliance notice

Calpine's tender offer expired September 28, 1999 with about 94% of Sheridan's shares (6,340,722) validly tendered and accepted for payment; the remaining shares will be swept up in a second-step merger expected around October 1, 1999, after which Sheridan becomes a wholly-owned Calpine subsidiary renamed Calpine Natural Gas Company.

business combination

On August 25, 1999 Sheridan agreed to be acquired by Calpine Corporation in an all-cash deal at $5.50 per share, to be completed via a tender offer beginning August 31 followed by a second-step merger expected to close around September 28, 1999.

business combination

Calpine's acquisition subsidiary CPN Sheridan, Inc. filed its formal tender offer statement for all outstanding Sheridan common stock at $5.50 per share cash, as agreed August 25, 1999.

business combination

Sheridan's board unanimously recommended stockholders tender into Calpine Corporation's $5.50-per-share cash offer - the same Calpine that had bought a 20% stake in Sheridan's California subsidiary just seven months earlier - under the merger agreement signed August 25, 1999.

business combination

FY1998 net loss widened sharply to $10.6 million (from $1.9 million in FY1997), driven by a $3.2 million oil-and-gas property impairment and a $2.3 million litigation-expense provision covering the Tomcat settlement and the Edwards judgment reserve. After a much smaller $1.4 million of preferred dividends (the old TGX Senior Preferred having been eliminated in the 1997 recapitalization), net loss applicable to common stock was $12.0 million (-$1.78/share) on 6.7 million weighted-average shares, up from 4.4 million the year before due to the new stock issued in the Pioneer/Enron and Grand Gulf/JEDI deals.

annual report

Closed the Amerada Hess deal on January 25, 1999 - not as the originally proposed joint venture but as an outright $58 million purchase of Sacramento Basin, California gas properties (82 billion cubic feet of reserves) by 80%-owned subsidiary Sheridan California Energy, financed by a new Bank One credit line and $15 million from Calpine Corporation in exchange for 20% of the subsidiary's common stock plus $13 million of its preferred stock.

asset acquisition disposition

Settled the previously disclosed Tomcat Exploration lawsuit (over corrosion damage to a well and gas processing plant) for $1.5 million on October 23, 1998, and separately signed a letter of intent with Amerada Hess Corporation to jointly explore, develop and produce natural gas in California and other Amerada Hess properties, targeting a definitive joint-venture agreement by mid-December 1998.

other material event

A Louisiana state court awarded a $2.4 million summary judgment against predecessor TGX Corporation in the Edwards lawsuit; Sheridan said it would seek a rehearing and appeal.

other material event

FY1997 net loss was $1.9 million before preferred charges; after $5.9 million of preferred dividends and $3.2 million of preferred-stock accretion (both from the pre-merger TGX Senior Preferred), net loss applicable to common stock was $11.0 million (-$2.51/share). FY1996 had actually shown net income of $10.4 million before those charges (boosted by an NFG litigation settlement gain), but after $13.1 million of dividends and $6.1 million of accretion, its own loss applicable to common was $8.8 million (-$2.00/share) - so the June 1997 recapitalization already cut the preferred burden roughly in half year over year.

annual report

Separately acquired Louisiana oil and gas properties from Grand Gulf Production and JEDI Hydrocarbon Investments I on December 31, 1997, paying with 850,000 common shares plus five-year warrants for another 150,000 shares at $5.50 each.

asset acquisition disposition

Closed the $49.9 million Pioneer acquisition on December 15, 1997, funded by Enron's $10 million senior preferred and $10 million common stock purchase plus a new Bank One credit facility (up to $100 million, initial borrowing base $37.9 million).

asset acquisition disposition

Signed a definitive agreement to acquire 436 wells (179 net, over 14 million cubic feet/day of gas equivalent production) from Pioneer Natural Resources for $49.9 million, with Enron Capital & Trade Resources Corp committing $20 million ($10 million each of new senior preferred and common stock) to help finance the deal.

other material event

On June 12, 1997 TGX Corporation completed its merger into wholly-owned subsidiary Sheridan Energy, converting each TGX Senior Preferred share into half a Sheridan common share and eliminating the roughly $143 million in preferred liquidation value and accrued dividends TGX had no way to pay; TGX's old common and junior preferred stock were cancelled outright.

business combination

GeoStrat Resources filed to register new common stock for a recapitalization merger with TGX Corporation, an oil and gas producer that emerged from a 1992 bankruptcy reorganization owing its Series A Senior Preferred stockholders roughly $86.8 million in liquidation value plus tens of millions more in unpaid accrued dividends it had no way to redeem; each Senior Preferred share would convert into half a new common share, while TGX's own old preferred and common stock would simply be cancelled.

business combination