UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K/A
AMENDMENT NO. 1 TO
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 4, 2005 |
|
|
Whiting Petroleum Corporation
|
| (Exact name of registrant as specified in its charter) |
|
|
|
Delaware
|
1-31899
|
20-0098515
|
| (State or other jurisdiction |
(Commission File |
(IRS Employer |
| of incorporation) |
Number) |
Identification No.) |
|
|
1700 Broadway, Suite 2300, Denver, Colorado 80290-2300
|
| (Address of principal executive offices, including ZIP code) |
|
|
(303) 837-1661
|
| (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 C.F.R. §230.425) |
| [_] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §230.14a-12) |
| [_] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
C.F.R. §14d-2(b)) |
| [_] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §13e-4(c)) |
The undersigned registrant hereby
amends Item 9.01 of the registrant’s Current Report on Form 8-K, dated October 4,
2005, to read in its entirety as set forth below.
| Item 9.01. |
Financial Statements and Exhibits. |
(a)
Financial Statements of Businesses Acquired. The
following financial statements of the North Ward Estes and Ancillary Properties
are included as Exhibit 99.1 hereto and are incorporated herein by reference:
| |
1. |
Independent
Auditors’ Report |
| |
2. |
Statements
of Revenues and Direct Operating Expenses for the Six Months Ended June
30, 2005, Year Ended December 31, 2004 and Three Months Ended December 31,
2003 |
| |
3. |
Notes
to Statements of Revenues and Direct Operating Expenses |
The
following unaudited financial statements of the North Ward Estes and Ancillary Properties
are included as Exhibit 99.2 hereto and are incorporated herein by reference:
| |
1. |
Statements
of Revenues and Direct Operating Expenses for the Nine Months Ended September
30, 2005 and 2004 |
| |
2. |
Notes
to Statements of Revenues and Direct Operating Expenses |
(b)
Pro Forma Financial Information. The following pro forma financial
information of the Company giving effect to the acquisition of the North Ward
Estes and Ancillary Properties and certain other transactions described in such
pro forma financial information is included as Exhibit 99.3 hereto and
incorporated herein by reference:
| |
1. |
Unaudited
Condensed Pro Forma Combined Balance Sheet as of September 30, 2005 |
| |
2. |
Unaudited
Pro Forma Combined Statement of Operations for the Nine Months Ended September
30, 2005 |
| |
3. |
Unaudited
Pro Forma Combined Statement of Operations for the Year Ended December 31, 2004 |
| |
4. |
Notes
to the Unaudited Pro Forma Financial Statements |
| |
(2) |
Purchase
and Sale Agreement (North Ward Estes Field/Wickett Area, Texas and New Mexico),
dated effective as of July 1, 2005, by and among Whiting Petroleum Corporation,
Whiting Oil and Gas Corporation and Celero Energy, LP. [Incorporated by
reference to Exhibit 2.2 to Whiting Petroleum Corporation’s Current Report
on Form 8-K dated July 26, 2005 (File No. 001-31899)]* |
| |
(4.1) |
Indenture, dated as of October 4, 2005, among Whiting Petroleum Corporation,
Whiting Oil and Gas Company, Whiting Programs, Inc., Equity Oil Company and JP
Morgan Trust Company, National Association, as Trustee, relating to
$250 million aggregate principal amount of 7% Senior Subordinated Notes due
2015.# |
2
| |
(4.2) |
Registration
Rights Agreement, dated as of October 4, 2005, among Whiting Petroleum
Corporation, Whiting Oil and Gas Company, Whiting Programs, Inc., Equity Oil
Company, and the several initial purchasers named therein, relating to $250 million
aggregate principal amount of 7% Senior Subordinated Notes due 2015.# |
| |
(99.1) |
Audited
Statements of Revenues and Direct Operating Expenses of North Ward Estes and
Ancillary Properties. [Incorporated by reference to Exhibit 99.2 to Whiting
Petroleum Corporation’s Amendment No. 1 to Current Report on Form 8-K/A
filed on September 19, 2005 (File No. 001-31899)] |
| |
(99.2) |
Unaudited
Statements of Revenues and Direct Operating Expenses of North Ward Estes and
Ancillary Properties. |
| |
(99.3) |
Unaudited
Pro Forma Financial Statements. |
| |
* |
All
schedules and exhibits to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2) (17 C.F.R §229.601(b)(2)). The Company agrees to furnish
supplementally a copy of all omitted schedules and exhibits to the Securities and
Exchange Commission upon its request. |
| |
# |
Previously
filed with the Company’s Current Report on Form 8-K dated October 4, 2005. |
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to the report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
WHITING PETROLEUM CORPORATION |
Date: November 16, 2005 |
By /s/ James J. Volker |
|
James J. Volker |
|
Chairman, President and Chief Executive Officer |
4
WHITING PETROLEUM
CORPORATION
FORM 8-K/A
EXHIBIT INDEX
|
|
| Exhibit |
|
| Number |
Description |
| (2) |
Purchase
and Sale Agreement (North Ward Estes Field/Wickett Area, Texas and New
Mexico), dated effective as of July 1, 2005, by and among Whiting
Petroleum Corporation, Whiting Oil and Gas Corporation and Celero Energy,
LP. [Incorporated by reference to Exhibit 2.2 to Whiting Petroleum
Corporation’s Current Report on Form 8-K dated July 26, 2005 (File
No. 001-31899)]* |
| (4.1) |
Indenture,
dated as of October 4, 2005, among Whiting Petroleum Corporation, Whiting
Oil and Gas Company, Whiting Programs, Inc., Equity Oil Company and JP
Morgan Trust Company, National Association, as Trustee, relating to
$250 million aggregate principal amount of 7% Senior Subordinated
Notes due 2015.# |
| (4.2) |
Registration
Rights Agreement, dated as of October 4, 2005, among Whiting Petroleum
Corporation, Whiting Oil and Gas Company, Whiting Programs, Inc., Equity
Oil Company, and the several initial purchasers named therein, relating to
$250 million aggregate principal amount of 7% Senior Subordinated Notes
due 2015.# |
| (99.1) |
Audited
Statements of Revenues and Direct Operating Expenses of North Ward Estes
and Ancillary Properties. [Incorporated by reference to Exhibit 99.2 to
Whiting Petroleum Corporation’s Amendment No. 1 to Current Report on
Form 8-K/A filed on September 19, 2005 (File No. 001-31899)] |
| (99.2) |
Unaudited
Statements of Revenues and Direct Operating Expenses of North Ward Estes
and Ancillary Properties. |
| (99.3) |
Unaudited
Pro Forma Financial Statements. |
| * |
All
schedules and exhibits to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2) (17 C.F.R §229.601(b)(2)). The Company agrees to furnish
supplementally a copy of all omitted schedules and exhibits to the Securities and
Exchange Commission upon its request. |
| # |
Previously
filed with the Company’s Current Report on Form 8-K dated October 4, 2005. |
5