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
Date of Report (date of earliest event reported): October 15, 2003
THE HOUSTON EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-11899 22-2674487
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1100 LOUISIANA, SUITE 2000 77002-5215
HOUSTON, TEXAS (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (713) 830-6800
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 3, 2003, The Houston Exploration Company entered into a purchase
and sale agreement with Transworld Exploration and Production Inc. to acquire
Transworld's shallow-water Gulf of Mexico natural gas and oil producing
properties and undeveloped acreage for $155 million, subject to customary
closing adjustments.
On October 15, 2003, Houston Exploration completed the acquisition of these
properties from Transworld. At closing, the $155 million purchase price was
reduced by $6 million for various customary closing items, including revenues
received by and expenditures made by the seller related to the properties
acquired for the period between the effective date of the transaction, July 1,
2003, and the closing date, October 15, 2003. The net purchase price of $149
million was paid in cash and financed in part by cash on hand of $24 million and
in part by borrowings of $125 million under our revolving bank credit facility.
The properties are located primarily in the central Gulf of Mexico in less than
320 feet of water and include 21 blocks covering 86,237 gross (64,394 net)
acres. As of July 1, 2003, proved reserves are an estimated 91.5 billion cubic
feet of natural gas equivalent, of which 75 percent is natural gas. Current
production is from 11 fields and is estimated at approximately 35 million cubic
feet of natural gas equivalent per day, net to the Company's interest. Houston
Exploration will operate 97 percent of the proved reserves with an average
working interest of 65 percent.
Other than Houston Exploration's negotiations and discussions with
representatives of Transworld concerning the transaction described above, there
are no material relationships between Houston Exploration and Transworld or any
of Houston Exploration's affiliates, executive officers or directors, or any
associate of any executive officer or director of Houston Exploration.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
2.1* Purchase and Sale Agreement, dated September 3, 2003, by and among
Transworld Exploration and Production, Inc., as Seller, and The Houston
Exploration Company, as Buyer.
99.1 Press release dated September 11, 2003 announcing the purchase and sale
agreement with Transworld Exploration and Production, Inc. (Exhibit
99.1 to Houston Exploration's Current Report on Form 8-K dated
September 15, 2003 and incorporated by reference herein.)
------------
* filed herewith
2
SIGNATURE
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.
THE HOUSTON EXPLORATION COMPANY
By: /s/ James F. Westmoreland
-------------------------------------------
James F. Westmoreland
Vice President and Chief Accounting Officer
Dated: October 29, 2003
3
EXHIBIT INDEX
2.1* Purchase and Sale Agreement, dated September 3, 2003, by and among
Transworld Exploration and Production, Inc., as Seller, and The Houston
Exploration Company, as Buyer.
99.1 Press release dated September 11, 2003 announcing the purchase and sale
agreement with Transworld Exploration and Production, Inc. (Exhibit
99.1 to Houston Exploration's Current Report on Form 8-K dated
September 15, 2003 and incorporated by reference herein.)
------------
* filed herewith