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): August 16, 2001
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10447 04-3072771
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1200 Enclave Parkway
Houston, Texas 77077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 589-4600
Item 2. Acquisition or Disposition of Assets.
On August 16, 2001, Cabot Oil & Gas Corporation ("Cabot"), its wholly
owned subsidiary named COG Colorado Corporation ("Merger Sub"), Cody Company
("Cody Company"), and the shareholders of Cody Company completed the merger
contemplated by the Agreement and Plan of Merger dated June 20, 2001 (the
"Merger Agreement") pursuant to which (i) Cody Company distributed to its
shareholders certain assets, and (ii) Merger Sub merged with and into Cody
Company (the "Merger"), with Cody Company surviving as a wholly owned subsidiary
of Cabot.
The total consideration paid by Cabot in the Merger was approximately
$230 million, consisting of (i) approximately $181 million in cash and (ii)
1,999,993 shares of Cabot Class A common stock. The consideration was
determined by arm's-length negotiations.
To fund the cash portion of the merger consideration, Cabot borrowed
$170 million pursuant to a Note Agreement dated July 26, 2001 (the "Note
Agreement") between Cabot and the Purchasers listed on Schedule A to the Note
Agreement. Cabot funded the remaining portion of the cash consideration paid to
the former Cody Company shareholders from the Company's revolving credit
facility.
Cody Company is the parent of Cody Energy LLC, an exploration and
production company with properties located primarily in South Texas and South
Louisiana. Cabot currently intends to continue the business activities of Cody
Energy LLC. There were no material relationships between Cabot and Cody Company
or its subsidiaries prior to the execution of the Merger Agreement.
The Merger Agreement and the Note Agreement are filed herewith as
exhibits and are incorporated in this Item 2 by reference. The foregoing
descriptions of the Merger Agreement and the transactions contemplated thereby
and of the Note Agreement are qualified in their entirety by reference to such
exhibits.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Provision of financial statements of the business acquired required by
this item within 15 days is impracticable. The required financial information
will be filed by an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than 60 days after this Report is required to be
filed.
(b) Pro Forma Financial Information.
Provision of pro forma financial information required by this item
within 15 days is impracticable. The required pro forma financial information
will be filed by an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than 60 days after this Report is required to be
filed.
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(c) Exhibits.
2.1 -- Agreement and Plan of Merger, dated as of June 20, 2001, among
Cabot Oil & Gas Corporation, COG Colorado Corporation, Cody
Company and the shareholders of Cody Company. (Incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K for the
event dated June 20, 2001.)
2.2 -- Amendment to Agreement and Plan of Merger dated as of July 10,
2001 to the Agreement and Plan of Merger, dated June 20, 2001,
among Cabot Oil & Gas Corporation, COG Colorado Corporation, Cody
Company and the shareholders of Cody Company.
2.3 -- Closing Agreement dated August 16, 2001.
4.1 -- Note Purchase Agreement dated as of July 26, 2001 among Cabot Oil
& Gas Corporation and The Purchasers Listed Herein.
99.1 -- Press Release dated August 16, 2001.
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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.
CABOT OIL & GAS CORPORATION
By: /s/ Scott C. Schroeder
---------------------------
Scott C. Schroeder
Vice President, Chief Financial Officer
and Treasurer
Date: August 30, 2001
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