SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
DATE OF REPORT: DECEMBER 11, 2001
DATE OF EARLIEST EVENT REPORTED: OCTOBER 1, 2001
PANHANDLE ROYALTY COMPANY
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(Exact name of registrant as specified in its charter)
OKLAHOMA 0-9116 73-1055775
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(State of Incorporation) (Commission File) (I.R.S. Employer
Number Identification No.)
GRAND CENTRE SUITE 210, 5400 NORTH GRAND BLVD., OKLAHOMA CITY, OK 73112
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(Address of principal executive offices)
Registrant's telephone number including area code: (405) 948-1560
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Panhandle Royalty Company
FORM 8-K/A
December 11, 2001
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 2001 Panhandle Royalty Company acquired privately held
Wood Oil Company ("Wood") of Tulsa, Oklahoma. The acquisition was made
pursuant to an Agreement and Plan of Merger among Panhandle Royalty
Company, PHC, Inc., and Wood Oil Company, dated August 9, 2001. Wood
merged with Panhandle's wholly owned subsidiary PHC, Inc., on October
1, 2001, with Wood being the surviving Company. Prior to the
acquisition, Wood was a privately held company engaged in oil and gas
exploration and production and fee mineral ownership and owned
interests in certain oil and gas and real estate partnerships and an
office building in Tulsa. Wood will continue to operate as a subsidiary
of Panhandle and will be moved to Oklahoma City in early 2002. Wood and
its shareholders were unrelated parties to Panhandle.
Wood's assets, in addition to those mentioned above, included
approximately 71,000 net acres of fee minerals and 14,923 net leasehold
acres located primarily in Oklahoma, Texas and 17 additional states.
Wood owns non-operating, royalty and working interests in approximately
2,000 producing wells with estimated net proven reserves of 13.1
billion cubic feet of natural gas equivalents at October 1, 2001. Daily
production is approximately 4,700 mcf and 166 barrels of oil.
The adjusted purchase price was $22,603,886, which included working
capital assumed of $4,195,794. Funding for the acquisition was obtained
from BancFirst of Oklahoma City, Oklahoma in the form of a $20,000,000
five year term loan. $3,000,000 of Wood's cash was used to reduce
Panhandle's debt on the date of closing.
The acquisition will be accounted for as a purchase, accordingly,
Wood's financial results will be consolidated with Panhandle's
beginning October 1, 2001.
Panhandle Royalty Company
FORM 8-K/A
December 11, 2001
INFORMATION TO BE INCLUDED IN THE REPORT
This FORM 8-K/A amends the registrants FORM 8-K dated October
1, 2001, which was filed on October 16, 2001
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Audited Financial Statements of Wood Oil Company as of July
31, 2001 and 2000, and for each of the three years in the
period ended July 31, 2001.
(b) PRO FORMA FINANCIAL INFORMATION
Unaudited pro forma combined condensed balance sheet as of
June 30, 2001 and the unaudited pro forma combined Condensed
Statements of Operations for the nine-months ended June 30,
2001 and the year ended September 30, 2000.
Panhandle Royalty Company
FORM 8-K/A
December 11, 2001
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.
PANHANDLE ROYALTY COMPANY
/s/ H W Peace II
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DATE: December 11, 2001 H W Peace II, President
/s/ Michael C. Coffman
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DATE: December 11, 2001 Michael C. Coffman, Vice President
Chief Financial Officer,
Secretary & Treasurer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Audited Financial Statements of Wood Oil Company as of July
31, 2001 and 2000, and for each of the three years in the
period ended July 31, 2001.
99(b) PRO FORMA FINANCIAL INFORMATION
Unaudited pro forma combined condensed balance sheet as of
June 30, 2001 and the unaudited pro forma combined Condensed
Statements of Operations for the nine-months ended June 30,
2001 and the year ended September 30, 2000.