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 10, 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 File Number) (I.R.S. Employer Identification Number)
incorporation or organization)
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 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated November 10, 2003
Item 9. Regulation FD Disclosure
On November 10, 2003, Encore Acquisition Company, a Delaware
corporation (the "Company"), issued a press release announcing that the Company
intends to offer 8 million shares of common stock to the public under the
Company's shelf registration statement filed with the Securities and Exchange
Commission in August 2003. The underwriters will be granted an option to
purchase an additional 1.2 million shares of the Company's common stock to cover
over-allotments, if any. A copy of the press release is attached as Exhibit 99.1
and incorporated herein by reference.
The Company intends to use the net proceeds from the offering to
repurchase, concurrently with the closing of the offering, 6.0 million shares of
common stock from J.P. Morgan Partners (SBIC), LLC and 2.0 million shares of
common stock from Warburg, Pincus Equity Partners, L.P. The shares repurchased
by the Company will be retired immediately upon repurchase and will no longer be
outstanding. Upon completion of the offering and repurchase, J.P. Morgan
Partners (SBIC), LLC and Warburg, Pincus Equity Partners L.P. will beneficially
own approximately 2.9% and 25.2%, respectively, of the Company's common stock,
assuming no exercise of the underwriters' over-allotment option. The Company
will use the net proceeds from any exercise of the underwriters' over-allotment
option initially to purchase up to 866,643 shares of common stock from J.P.
Morgan Partners (SBIC), LLC and thereafter to purchase up to 333,357 shares of
common stock from Warburg, Pincus Equity Partners L.P. Assuming exercise of the
over-allotment option in full, J.P. Morgan Partners (SBIC), LLC would no longer
own any shares of common stock of the Company, and Warburg, Pincus Equity
Partners L.P. would beneficially own 24.1% of the Company's common stock.
The press release and the above information are being furnished under
Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be incorporated by reference into
a filing under the Securities Act of 1933, or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing. The furnishing of
the information in this report is not intended to, and does not, constitute a
determination or admission by the Company that the information in this report is
material or complete, or that investors should consider this information before
making an investment decision with respect to any security of the Company.
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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 10, 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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