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
COMMISSION FILE NUMBER 1-10753
Date of Report: (Date of earliest event reported): February 18, 1997
WRT ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
TEXAS 1-10753 72-1133320
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number Identification Number)
5718 WESTHEIMER, SUITE 1201
HOUSTON, TEXAS 77057
(Address of Registrant's principal executive offices)
(713) 706-3295
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On February 18, 1997, WRT Energy Corporation ("WRT" or the "Company")
entered into a Commitment Agreement with DLB Oil & Gas, Inc. ("DLB") and Wexford
Management LLC, on behalf of its affiliated investment funds ("Wexford"; DLB and
Wexford are collectively referred to herein as "DLBW") pursuant to which the
Company and DLBW commit to co-sponsor and fund a plan of reorganization in the
Company's Chapter 11 bankruptcy case pending before the United States Bankruptcy
Court for the Western District of Louisiana, Lafayette-Opelousas Division (the
"Court").
On January 20, 1997, WRT and DLBW jointly filed the First Amended Joint
Plan of Reorganization (the "Plan") and First Amended Disclosure Statement.
Under the terms of the Plan, each holder of an allowed interest of WRT Preferred
Stock shall receive its pro rata share of an aggregate distribution of
Reorganized WRT Warrants equal to 1% of the total Reorganized WRT Common Stock
that would be issued pursuant to the Plan. Also, each holder of an allowed
interest of WRT Common Stock shall receive its pro rata share of an aggregate
distribution of Reorganized WRT Warrants equal to 1% of the total Reorganized
WRT Common Stock that would be issued pursuant to the Plan. Each Reorganized WRT
Warrant shall provide to the holders thereof the right to purchase one share of
Reorganized WRT Common Stock for a purchase price of $10.00. The above described
warrants will be issued to the holders of allowed interests of WRT Preferred
Stock and WRT Common Stock only if the classes given higher treatment in the
Plan vote to accept the Plan.
The Plan also contemplates (i) the issuance to WRT's unsecured creditors,
on account of their allowed claims, an aggregate of 10 million shares of
Reorganized WRT Common Stock, (ii) the issuance to WRT's unsecured creditors, on
account of their allowed claims, of the right to purchase an additional three
million eight hundred thousand shares (3,800,000) of Reorganized WRT Common
Stock at a purchase price of $3.50 per share (the "Rights Offering"), (iii) the
issuance to DLBW and affiliates of the number of shares of Reorganized WRT
Common Stock obtained by dividing DLBW's Allowed Secured Claim amount by a
purchase price of $3.50 per share, (iv) funding by WRT of $3.0 million to an
entity (the "Litigation Entity") to which WRT will transfer any and all causes
of action, claims, rights of actions, suits or proceedings which have been or
could be asserted by WRT except for (a) the action to recover unpaid production
proceeds payable to WRT by Tri-Deck Oil & Gas Company and (b) the foreclosure
action to recover title to certain assets. Reorganized WRT will own a 12%
economic interest in the Litigation Entity and the remainder of the economic
interests in the Litigation Entity will be allocated to unsecured creditors and
DLBW based on their ownership percentage of the 13.8 million shares to be
distributed and issued as described in (i) and (ii) above, (v) the exercise by
DLBW of its rights to purchase Reorganized WRT Common Stock pursuant to the
Rights Offering on account of its allowed claims, (vi) the purchase by DLBW of
all shares of Reorganized WRT Common Stock not otherwise purchased pursuant to
the Rights Offering, and (vii) pursuant to the Transfer and Exchange Agreement,
as part of the Plan, (a) the transfer by DLBW of the interests in oil and gas
properties in the West Cote Blanche Bay Field (the "WCBB Assets"), to be
purchased by DLBW, to WRT, and (b) as consideration for the
transfer of the WCBB Assets, the issuance to DLB of 5 million shares of
Reorganized WRT Common Stock.
WRT and DLBW anticipate filing the Second Amended Joint Plan of
Reorganization and Second Amended Disclosure Statement on March 11, 1997.
The number of shares of the WRT's Common Stock, $0.01 par value,
outstanding at February 26, 1997 was 9,539,207. The number of shares of WRT's 9%
Convertible Preferred Stock, $0.01 par value, outstanding at February 26, 1997
was 1,265,000. WRT's existing Common and Preferred Stock was quoted on the
NASDAQ National Market System until February 29, 1996, at which time NASDAQ
terminated its quotation of both classes of securities. Since that time, WRT's
existing Common and Preferred Stock has been quoted in the non-NASDAQ
over-the-counter market. Under the Plan, the existing Common and Preferred Stock
of WRT will be canceled, with holders of the existing Common and Preferred Stock
receiving Reorganized WRT Warrants to purchase Reorganized Common Stock as
described above. Reorganized WRT Common Stock will be issued to the creditors as
described above.
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 thereunto duly authorized.
Date: February 27, 1997
WRT ENERGY CORPORATION
By: /s/ RAYMOND P. LANDRY
Chairman and Chief Executive Officer
EXHIBITS TO CURRENT REPORT ON FORM 8-K
OF WRT ENERGY CORPORATION
Exhibit No. Description
2.1 Debtor's and DLBW's First Amended Joint Plan of Reorganization Under
Chapter 11 of the United States Bankruptcy Code dated January 20, 1997
2.2 First Amended Disclosure Statement Under 11 U.S.C.ss.1125 In Support
of Debtor's and DLBW's First Amended Joint Plan of Reorganization
Under Chapter 11 of the United States Bankruptcy Code dated January
20, 1997
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