Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - BILL BARRETT CORPbbg-12312017xex991.htm


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 27, 2018
 
 
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-32367
 
80-0000545
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
1099 18th Street, Suite 2300
Denver, Colorado
 
80202
 
 
(Address of principal executive office)
 
(Zip Code)
 
 
 
 
 
 
 
 
 
 
 
(303) 293-9100
 
 
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 
Not Applicable
 
 
 
 
(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)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 2.02.    Results of Operations and Financial Condition

On February 27, 2018, Bill Barrett Corporation (the "Company") issued a press release containing financial and operating results for the quarter and year ended December 31, 2017, certain unaudited operating results for year-end 2017 and certain operating guidance for 2018. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company plans to host a webcast and conference call at 10:00 a.m. Eastern time (8:00 a.m. Mountain time) on Wednesday, February 28, 2018 to discuss these results. The webcast may be accessed at the Company’s website (www.billbarrettcorp.com), or by telephone by calling 855-760-8152 (631-485-4979 international callers) with passcode 9658234. The webcast will remain available on the Company’s website for approximately 30 days, and a replay of the call will be available through Wednesday, March 7, 2018 at 855-859-2056 (404-537-3406 international) with passcode 9658234.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 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.

Item 7.01.    Regulation FD Disclosure

Fourth Quarter 2017 Results Webcast and Conference Call

The Company plans to host a webcast and conference call at 10:00 a.m. Eastern time (8:00 a.m. Mountain time) on Wednesday, February 28, 2018 to discuss its financial and operating results for the fourth quarter 2017. The webcast may be accessed at the Company’s website (www.billbarrettcorp.com), or by telephone by calling 855-760-8152 (631-485-4979 international callers) with passcode 9658234. The webcast will remain available on the Company’s website for approximately 30 days, and a replay of the call will be available through Wednesday, March 7, 2018 at 855-859-2056 (404-537-3406 international) with passcode 9658234.

All statements in the webcast and conference call, other than historical financial information, may be deemed to be 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. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 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.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
 
Description of Exhibits
 
 
 
99.1
 
Press Release, dated February 27, 2018.






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 hereunto duly authorized.



Date:
February 27, 2018
 
BILL BARRETT CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Kenneth A. Wonstolen
 
 
 
 
Kenneth A. Wonstolen
 
 
 
 
Senior Vice President - General Counsel; and Secretary






EXHIBIT INDEX

Exhibit Number
 
Description of Exhibits
 
 
 
99.1