Bellwether Exploration Announces Completion of Merger With Bargo Energy.Business Editors & Energy Writers HOUSTON--(BUSINESS WIRE)--May 16, 2001 Bellwether Exploration Company (Nasdaq:BELW) today announced the completion of its merger with Bargo Energy Company (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). :BARG BARG Barnacle Goose (bird species) BARG Billing and Accounting Roaming Group (GSM Association) BARG Big Ass Robot Gods (comic book series) BARG British Amateur Robotics Group ) in accordance with the agreement and plan of merger signed by the parties on January 24, 2001. The purchase price, including assumed indebtedness, was approximately $220 million. Bellwether paid approximately $139 million, or $1.26 per share, composed of $0.45 per share in cash and $0.81 per share in Bellwether common stock, for Bargo's fully diluted common stock, and about $61 million for Bargo's preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , including accrued dividends. The transaction was accounted for by Bellwether under the "purchase" method of accounting. Bellwether's stockholders approved the merger at an annual meeting held this morning, and Bargo's shareholders approved the merger by written consent. Bellwether's stockholders also approved the following items: -- an increase in the number of shares of Bellwether common stock reserved for issuance under Bellwether's 1996 Stock Incentive Plan by 2.0 million shares; -- the election of eight persons to Bellwether's board of directors; and -- the selection of KPMG LLP as Bellwether's auditors. In connection with the merger, Bellwether changed its name to Mission Resources Corporation and its NASDAQ ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors to MSSN MSSN Mission (street suffix) MSSN Military Spouse Support Network MSSN Manufacturing & Specialist Support Network . Shares of Mission Resources will begin trading under the new ticker symbol on Thursday, May 17, 2001. In accordance with the terms of the merger agreement, Vincent H. Buckley, A. K. McLanahan, Townes G. Pressler and Dr. Jack Birks have resigned from the board of directors of Mission Resources Corporation, and the number of members constituting the board of directors has been reduced to seven from eight. The remaining directors appointed Jonathan M. Clarkson, Tim J. Goff and D. Martin Phillips Martin John "Buster" Phillips (born March 13, 1976)) is an English former professional footballer. Phillips was born in Exeter and began his football career as a trainee with his local side Exeter City, turning professional in July 1994. to fill the three vacancies created by the resignations. The board of directors also appointed the following persons as executive officers of Mission Resources: Douglas G. Manner Chairman of the Board and Chief Executive Officer Jonathan M. Clarkson President and Chief Financial Officer Daniel P. Foley Senior Vice President--Corporate Finance Joseph G. Nicknish Senior Vice President--Operations and Exploitation Kent A. Williamson Senior Vice President--Planning and Exploration Bellwether adjourned its meeting for the purpose of continuing to solicit votes to amend its certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. to increase the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of its capital stock. Amendment of its certificate of incorporation requires the approval of more than 50% of Bellwether's shares of common stock. As of the meeting, the amendment to the certificate of incorporation had been approved by holders of 49.5% of Bellwether's common stock. Of those stockholders voting, less than 1% voted against the amendment. The meeting was continued to Friday, May 18, 2001 at 10:00 a.m., Houston, Texas “Houston” redirects here. For other uses, see Houston (disambiguation). Houston (pronounced /'hjuːstən/) is the largest city in the state of Texas and the time, at Bellwether's executive offices at 1331 Lamar, Suite 1455, Houston, Texas 77010. Postponing the meeting with respect to this matter does not affect the other matters acted on at the meeting, including approval of the merger with Bargo. Mission Resources Corporation is an independent oil and gas exploration and production company headquartered in Houston, Texas with oil and gas properties located in three core areas: the onshore Gulf Coast, the Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico Golfo de Mexico Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east and the Permian Basin. This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties are described in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings with the Securities and Exchange Commission. |
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