Each one in plain English, with the numbers worked through for a shareholder.
30 Dec 2005material agreement● Neutral
The board approved higher pay effective for 2006: director retainer rises from $15,000 to $20,000, with restricted share grants replacing the old 75,000-option grants. CEO Jim Sigmon's salary rises from $210,000 to $260,000 with a $50,000 bonus; the COO and CFO each get $25,000 and the corporate secretary $15,000, recognising the strategic alternatives review completed in September.
This amendment only adds unaudited pro forma income statements for 2004 and the first nine months of 2005 showing the effect of the completed $80 million EnCana sale. No new transaction terms are given in the text, and no pro forma balance sheet is included because the Q3 2005 10-Q already reflects the sale.
30 Nov 2005capital raising announcement▲ GoodMajor
The company reports that an October 4, 2005 participation agreement with Peacock Oil & Gas Properties and Elton Smith closed October 21, 2005. It acquired working interests in about 135,000 gross acres (about 128,000 net) in Presidio and Brewster Counties, Texas, paying cash plus 450,000 unregistered common shares. The cash amount is not stated in the filing.
17 Oct 2005asset acquisition disposition● NeutralMajor
The company reports that the $80 million Maverick Basin sale to EnCana closed on September 30, 2005; the earlier filing had listed it under the wrong item. Separately, Nasdaq notified the company on October 12, 2005 that director Thomas Gose's resignation left its audit committee out of compliance with the independence rule. The board named Stephen M. Gose, Jr. to the audit committee, which the company says restores compliance.
The company agreed to sell selected Maverick Basin interests to EnCana Oil & Gas (USA) Inc. for US$80 million, effective Sept. 1, 2005 and subject to due diligence and other conditions. The buyer gets about 3% of estimated proved reserves and about 20% of current production; the company keeps about 670,000 gross acres and expects to use proceeds to repay bank debt and redeemable preferred stock in full. The filing also says the strategic alternatives review begun in December 2004 has concluded, ending that thread with an asset sale.
16 Feb 2005asset acquisition disposition▲ GoodMajor
The company agreed to an asset swap with Arrow River Energy LP and CMR Energy LP. It gets a 50% working interest in 174,460 gross acres (68,545 net) in Maverick, Dimmit and Zavala counties, Texas, plus 3-D seismic data, and will operate. In return, Arrow River and CMR get a 50% interest in 106,500 acres of tracts within the company's existing block. Arrow River keeps a net-profits interest on new wells, payable until it has received $6,250,000 plus interest.
17 Dec 2004material agreement termination● NeutralMajor
The company offered employees amended change-in-control agreements dated December 15, 2004 with enhanced payout guarantees, replacing the November 11, 2003 agreements once accepted. It also announced a 2005 capital spending plan and hired Raymond James & Associates to pursue strategic alternatives to enhance shareholder value.
The company (then named The Exploration Company of Delaware) filed draft proxy materials for its May 14, 2004 annual meeting. Shareholders will vote on electing two Class C directors, amending the charter to allow preemptive rights to be granted by contract to investors, and ratifying Akin, Doherty, Klein & Feuge, P.C. as auditors. 23,381,145 common shares were outstanding on the April 1, 2004 record date.