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): November 15, 2006
ISRAMCO, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-12500 13-3145265
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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11767 KATY FREEWAY, HOUSTON, TX 77079
(Address of principal executive offices, including Zip Code)
713-621-3882
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 15, 2006, Isramco Inc. (the "Company") and Five States
Energy Company, L.L.C. ("Five States") entered into a certain Purchase and Sale
Agreement (the "Purchase Agreement") pursuant to which the Company agreed to
purchase certain oil and gas properties located in Texas and New Mexico for a
purchase price of $100 million (the "Purchase Price"). The properties to be
purchased include approximately 660 producing oil and gas wells.
Contemporaneously with the execution of the Purchase Agreement, the Company paid
to Five States a deposit of $3 million (the "Deposit"). The final Purchase Price
is subject to adjustment, as specified in the Purchase Agreement.
In addition to potential adjustments to the Purchase Price, the closing
of the acquisition remains subject to certain closing conditions specified in
the Purchase Agreement, including, without limitation, the absence of any
defects in the seller's legal tile to properties with an aggregate allocated
purchase price value exceeding five percent (5%) of the Purchase Price and the
designation of the Company (or a designee of the Company) as operator of certain
of the properties to be purchased. If the acquisition does not close by January
20, 2007 (other than as a result of a failure by Five States to satisfy the
specified closing conditions, or a material breach by Five States under the
Purchase Agreement), then Five States is entitled to terminate the Purchase
Agreement and retain the Deposit. In the event that the specified closing
conditions are not satisfied, then either the Company or Five States may
terminate the Purchase Agreement and the Deposit is to be returned to the
Company. Assuming the transaction is consummated in accordance with the terms of
the Purchase Agreement, the Deposit will be credited towards the Purchase Price.
The Company anticipates that it will fund up to 15% of the Purchase
Price from working capital, and that it will need to obtain third party loans to
fund the rest of the Purchase Price. Currently, the Company has no such funding
commitment and no assurance can be given that the Company will be able to obtain
the requisite funds on commercially acceptable terms, or at all.
The press release announcing the signing of the Purchase Agreement is
included as Exhibit 99.1 to this Current Report and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
99.1 Press Release dated November 17, 2006.
SIGNATURES
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.
DATED: November 21, 2006 ISRAMCO, INC.
BY: /s/ Haim Tsuff
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HAIM TSUFF
CHIEF EXECUTIVE OFFICER