UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2005
PRIMEENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-7406 84-0637348
(Commission File Number) (IRS Employer Identification No.)
One Landmark Square
Stamford, Connecticut 06901
(Address of Principal Executive Offices, Including Zip Code)
(203) 358-5700
(Registrant's Telephone Number, Including Area Code)
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:
[ ] 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))
INFORMATION TO BE INCLUDED IN THIS REPORT
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 22, 2005, F-W Oil Exploration L.L.C. ("FWOE"), a subsidiary of the
Registrant, entered into that certain Amended and Restated Agreement of Limited
Partnership dated as of August 22, 2005 (the "FWOE Partners Agreement"), with
TIFD III-X LLC ("TIFD"), an affiliate of GE Commercial Finance Energy Financial
Services ("GE"), wherein FWOE is sole General Partner and TIFD is sole Limited
Partner, for the acquisition, development and operation of oil and gas
properties and pipelines, equipment, facilities and fixtures appurtenant
thereto, in off-shore Gulf of Mexico (the "Properties"). A copy of the FWOE
Partners Agreement is filed as Exhibit 10.3 to this Report. The partnership so
created is referred to herein as the "FWOE Partners". The initial ownership of
FWOE Partners is 20% to FWOE as General Partner and 80% to TIFD as Limited
Partner.
Prior to entering into the FWOE Partners Agreement, FWOE had distributed
interests in the Properties to the minority shareholders of FWOE and the
Registrant purchased all of the outstanding shares of such minority
shareholders for $250,000, resulting in the Registrant's 100% ownership of
FWOE.
FWOE contributed all of its interest in the Properties to FWOE Partners in
exchange for an initial 20% General Partner interest in FWOE Partners and a
cash distribution of $42.9 million, of which $25.2 million was used to repay
outstanding bank debt and extinguish liens against the contributed
properties. FWOE Partners purchased the interests previously distributed to the
former minority shareholders for $27.7 million. The entire $70.6 million
expended by FWOE Partners was funded by a contribution by GE, through TIFD.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On August 22, 2005, FWOE contributed and assigned to FWOE Partners all of
FWOE's interests in the Properties in exchange for the General Partner's initial
interest of 20% in FWOE Partners and a cash distribution from FWOE Partners of
$42.9 million, pursuant to that certain Contribution Agreement between F-W Oil
Exploration L.L.C. and FWOE Partners L.P. dated August 22, 2005. A copy of that
Contribution Agreement is filed as Exhibit 10.4 to this Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
The required financial information will be filed by amendment to this
Report not later than November 4, 2005.
(c) Exhibits
Exhibit 10.3 Amended and Restated Agreement of Limited Partnership, FWOE
Partners, dated August 22, 2005 (filed herewith)
Exhibit 10.4 Contribution Agreement between F-W Oil Exploration L.L.C.
and FWOE Partners L.P., dated August 22, 2005 (filed
herewith)
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.
PRIMEENERGY CORPORATION
Date: August 26, 2005 By: /S/ CHARLES E. DRIMAL, JR.
-------------------------------------------
Charles E. Drimal, Jr.
President
INDEX TO EXHIBITS
Exhibit 10.3 Amended and Restated Agreement of Limited Partnership, FWOE
Partners L.P., dated as of August 22, 2005 (filed herewith)
Exhibit 10.4 Contribution Agreement between F-W Oil Exploration L.L.C.
and FWOE Partners L.P., dated August 22, 2004 (filed herewith)