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 13, 2003
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-16295 75-2759650
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
777 Main Street, Suite 1400, Ft. Worth, Texas 76102
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (817) 877-9955
ITEM 5. OTHER EVENTS
UNDERWRITING AGREEMENT
On November 13, 2003, Encore Acquisition Company (the "Company")
entered into an Underwriting Agreement (the "Underwriting Agreement") with
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as
representatives of the several underwriters named therein (the "Underwriters"),
with respect to the issue and sale by the Company (the "Offering") of up to
9,200,000 shares (including 1,200,000 shares issuable pursuant to the
Underwriters' over-allotment option) (the "Shares") of the Company's common
stock, par value $0.01 per share (the "Common Stock").
The Shares will be issued under a registration statement on Form S-3
(No. 333-106943) (the "Registration Statement") filed by the Company on July 10,
2003 with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 415 under the Securities Act of 1933, as amended. The Registration
Statement was amended on August 21, 2003 and subsequently declared effective by
the Commission on August 25, 2003.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Form 8-K and is incorporated herein by reference.
STOCK PURCHASE AGREEMENT
On November 13, 2003, the Company entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with J.P. Morgan Partners (SBIC), LLC
and Warburg, Pincus Equity Partners L.P. whereby the Company will purchase at
the closing of the Offering 6,000,000 shares of Common Stock from J.P. Morgan
Partners (SBIC), LLC and 2,000,000 shares of Common Stock from Warburg, Pincus
Equity Partners L.P. (and three related partnerships), in each case at a per
share price equal to the net proceeds per share that the Company receives from
the Offering, after expenses. Upon any exercise of the Underwriters'
over-allotment option, the Company will initially purchase up to 866,643 shares
of Common Stock from J.P. Morgan Partners (SBIC), LLC and thereafter purchase up
to 333,357 shares of Common Stock from Warburg, Pincus Equity Partners L.P., in
each case at the same price as described above.
A copy of the Stock Purchase Agreement is filed as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated November 13, 2003 among Encore
Acquisition Company and Deutsche Bank Securities Inc. and J.P. Morgan Securities
Inc., as representatives of the several underwriters named therein.
5.1 Opinion of Baker Botts L.L.P.
99.1 Stock Purchase Agreement dated November 13, 2003 among Encore
Acquisition Company, J.P. Morgan Partners (SBIC), LLC and Warburg, Pincus Equity
Partners L.P.
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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 thereunto duly authorized.
ENCORE ACQUISITION COMPANY
Date: November 14, 2003 By: /s/ Morris B. Smith
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Morris B. Smith
Chief Financial Officer, Treasurer,
Executive Vice President and
Principal Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement dated November 13, 2003 among Encore
Acquisition Company, Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc., as representatives of the several
underwriters named therein.
5.1 Opinion of Baker Botts L.L.P.
99.1 Stock Purchase Agreement dated November 13, 2003 among Encore
Acquisition Company, J.P. Morgan Partners (SBIC), LLC and
Warburg, Pincus Equity Partners L.P.