Attached files
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EX-2.1 - EXHIBIT 2.1 - AMERICAN OIL & GAS INC | c08596exv2w1.htm |
EX-99.1 - EXHIBIT 99.1 - AMERICAN OIL & GAS INC | c08596exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 16, 2010 (November 11, 2010)
AMERICAN OIL & GAS INC.
(Exact name of registrant as specified in its charter)
Nevada | 1-31900 | 88-0451554 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1050 17th Street, Suite 2400 Denver, CO |
80265 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 991-0173
N/A
(Former name 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:
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | 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 1.01 Entry into a Material Definitive Agreement
Amendment of the $30,000,000 Credit Agreement
On November 11, 2010, American Oil & Gas Inc. (the Company) entered into an amendment
(the Amendment) to its credit agreement dated August 27, 2010 (the Credit
Agreement) with Hess Corporation (Hess). The Credit Agreement was executed in
connection with the July 27, 2010 Agreement and Plan of Merger by and between the Company, Hess and
Hess Investment Corp., a wholly-owned subsidiary of Hess. Pursuant to the Amendment, the aggregate
amount of the Loans (as defined in the Credit Agreement) that Hess can make to the Company was increased from $30,000,000 to $45,000,000. The Amendment was limited to
an increase of the credit line under the Credit Agreement and certain
other clarifying changes to the terms of the Credit Agreement.
The Amendment is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto
only to provide you with information regarding certain material terms and conditions and, except
for its status as a contractual document that establishes and governs the legal relationship among
the parties thereto, not to provide any other factual information regarding the Company, Hess or
their respective businesses or the actual conduct of their respective businesses during the
pendency of the Credit Agreement, as amended. You should not rely on the representations and
warranties in the Credit Agreement, as amended, as characterizations of the actual state of facts
about the Company, Hess or any other person. Furthermore, you should not rely on the covenants in
the Credit Agreement, as amended, as actual limitations on the respective businesses of the Company
and Hess, because either party may take certain actions that are either expressly permitted in the
disclosure schedules to the Credit Agreement, as amended, or as otherwise consented to by the
appropriate party, which consent may be given without notice to the public.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated
into this Current Report on Form 8-K by reference. For a full description of the Credit Agreement,
please refer to the Form 8-K filed by the Company on August 30, 2010.
Item 2.02 Results of Operations and Financial Condition
On November 15, 2010, the Company issued a press release announcing financial results for its third
quarter ended September 30, 2010.
Item 7.01 Regulation FD Disclosure
On November 15, 2010, the Company issued a press release entitled American Oil & Gas Reports 3rd
Quarter 2010 Financial Results and Provides Operations Update. The press release is attached as
Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Items 2.02 and
7.01 and Exhibit 99.1 attached hereto of this Current Report on Form 8-K shall not be deemed
filed for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing.
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IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
The information in Item 1.01 of this Form 8-K is being made in respect of the proposed merger
transaction involving Hess Corporation (Hess) and American Oil & Gas Inc. (American). In
connection with the proposed transaction, Hess initially filed with the U.S. Securities and
Exchange Commission (the SEC) on August 23, 2010 a registration statement on Form S-4 containing
a preliminary proxy statement/prospectus. The proposed merger transaction involving Hess and American will be submitted
to Americans stockholders for their consideration and the
definitive proxy statement/prospectus was mailed to Americans stockholders on or about
November 16, 2010. Further, each of Hess and American also plan
to file with the SEC other documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF AMERICAN ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS REGARDING THE
PROPOSED TRANSACTION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders can obtain free copies of the proxy statement/prospectus and other documents containing
important information about Hess and American through
the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC
by Hess are available free of charge on Hess internet website at www.hess.com or by contacting
Hess Corporate Secretary Department at 212-536-8602. Copies of the documents filed with the SEC by
American are available free of charge on Americans internet website at www.americanog.com or
by contacting Americans Investor Relations Department at 303-449-1184.
Hess, American, their respective directors and executive officers and other persons may be deemed
to be participants in the solicitation of proxies from the stockholders of American in connection
with the proposed transaction. Information about the directors and executive officers of Hess is
set forth in its proxy statement for its 2010 annual meeting of stockholders and in its annual
report on Form 10-K, as amended, which were filed with the SEC on
March 25, 2010 and February 26, 2010 (as amended on
November 8, 2010),
respectively. Information about the directors and executive officers of American is set forth in
its proxy statement for its 2010 annual meeting of stockholders and in its annual report on Form
10-K, as amended, which were filed with the SEC on May 14, 2010 and March 15, 2010 (as amended on
March 29, 2010 and April 30, 2010), respectively. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, is contained in the proxy statement/prospectus and other relevant
materials that have been filed with the SEC.
Item 9.01 Financial Statements and Exhibits
Exhibit 2.1 | Amendment to Credit Agreement dated November 11, 2010
between American Oil & Gas Inc. and Hess Corporation. |
|
Exhibit 99.1 | Press Release dated November 15, 2010. |
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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: November 16, 2010 | AMERICAN OIL & GAS INC. | |||||
By: | /s/ Andrew P. Calerich | |||||
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INDEX TO EXHIBITS
Exhibit Number | Description | |
Exhibit 2.1 | Amendment to Credit Agreement dated November 11, 2010
between American Oil & Gas Inc. and Hess Corporation. |
|
Exhibit 99.1 | Press Release dated November 15, 2010. |
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