e8vk
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): February 6, 2007 (January 31, 2007)
THE HOUSTON EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation
|
|
001-11899
(Commission File No.)
|
|
22-2674487
(IRS Employer
Identification No.) |
|
|
|
1100 Louisiana Street, Suite 2000
Houston, Texas
(Address of principal executive offices)
|
|
77002-5215
(Zip Code) |
(713) 830-6800
(Registrants telephone number, including area code)
Not Applicable
(Former names 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events
Derivative Contracts
On January 31, 2007 and
February 1, 2007, The Houston Exploration Company (the Company)
entered into natural gas costless collar contracts covering notional volumes of 40,000 million
British thermal units per day (MMBtu/d) for the period March 2007 through February 2008 at an
average floor price of $7.75 per MMBtu and an average ceiling price of $9.205 per MMBtu. In
addition, the Company entered into natural gas basis swap contracts at the Houston Ship Channel
delivery point covering notional volumes of 40,000 MMBtu/d for the period March 2007 through
February 2008 at $0.30 per MMBtu.
The following table summarizes the Companys open natural gas related derivative contracts as
of February 6, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSC |
|
|
NYMEX |
|
|
NYMEX |
|
|
|
Period |
|
|
|
Daily Volume |
|
|
Price |
|
|
Floor Price |
|
|
Ceiling Price |
|
Year |
|
(Months) |
|
Transaction Type |
|
(MMBtu/day) |
|
|
($/MMBtu) |
|
|
($/MMBtu) |
|
|
($/MMBtu) |
|
|
2007 |
|
Jan Dec |
|
Costless collar |
|
|
20,000 |
|
|
|
|
|
|
$ |
5.00 |
|
|
$ |
6.50 |
|
2007 |
|
Jan Dec |
|
Costless collar |
|
|
10,000 |
|
|
|
|
|
|
|
5.00 |
|
|
|
6.79 |
|
2007 |
|
Mar Dec (1) |
|
Costless collar |
|
|
20,000 |
|
|
|
|
|
|
|
7.75 |
|
|
|
9.25 |
|
2007 |
|
Mar Dec (1) |
|
Costless collar |
|
|
10,000 |
|
|
|
|
|
|
|
7.75 |
|
|
|
9.20 |
|
2007 |
|
Mar Dec (1) |
|
Costless collar |
|
|
10,000 |
|
|
|
|
|
|
|
7.75 |
|
|
|
9.12 |
|
2007 |
|
Mar Dec (1) |
|
Basis swap HSC |
|
|
40,000 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
Jan Dec |
|
Costless collar |
|
|
20,000 |
|
|
|
|
|
|
$ |
5.00 |
|
|
$ |
5.72 |
|
2008 |
|
Jan Feb (1) |
|
Costless collar |
|
|
20,000 |
|
|
|
|
|
|
|
7.75 |
|
|
|
9.25 |
|
2008 |
|
Jan Feb (1) |
|
Costless collar |
|
|
10,000 |
|
|
|
|
|
|
|
7.75 |
|
|
|
9.20 |
|
2008 |
|
Jan Feb (1) |
|
Costless collar |
|
|
10,000 |
|
|
|
|
|
|
|
7.75 |
|
|
|
9.12 |
|
2008 |
|
Jan Feb (1) |
|
Basis swap HSC |
|
|
40,000 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Transaction executed subsequent to December 31, 2006. |
The Company undertakes no duty or obligation to publicly update or revise the information
contained in this report, although it may do so from time to time as management believes is
warranted. Any such updating may be made through the filing of other reports or documents with the
SEC, through press releases or through other public disclosure.
Additional Information and Where to Find It
On January 7, 2007, the Company entered into an Agreement and Plan of Merger with Forest Oil
Corporation (Forest) and a subsidiary of Forest with respect to the proposed merger of the
Company with and into Forest. The Company and Forest will file a preliminary joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders
of Forest and the Company are urged to read the definitive joint proxy statement/prospectus (if
and when they become available) and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain important information
about the Company, Forest and the merger. A definitive joint proxy statement / prospectus will be
sent to security holders of the Company and Forest seeking their approval of the merger. Investors
and security holders may obtain these documents free of charge at the SECs website at www.sec.gov.
The documents filed with the SEC by the Company may be obtained free of charge from the
Companys website at www.houstonexploration.com or by calling the Companys investor relations
department at 713.830.6800. In addition, the documents filed with the SEC by Forest may be
obtained free of charge from Forests website at www.forestoil.com or by calling Forests investor
relations department at 303.812.1400. Investors and security holders are urged to read the joint
proxy statement / prospectus and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed acquisition.
The Company, Forest and their respective directors and executive officers may be considered
participants in the solicitation of proxies in connection with the proposed transaction.
Information about the participants in the solicitation will be set forth in the joint proxy
statement / prospectus when it becomes available.
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.
|
|
|
|
|
Date: February 6, 2007 |
THE HOUSTON EXPLORATION COMPANY
|
|
|
By: |
/s/ James F. Westmoreland
|
|
|
|
James F. Westmoreland |
|
|
|
Vice President and Chief Accounting Officer |
|
|