SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT ON FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2003
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-16295 75-2759650
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 MAIN STREET, SUITE 1400, FORT WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 877-9955
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press Release dated November 19, 2003
ITEM 9. REGULATION FD DISCLOSURE.
On November 19, 2003, Encore Acquisition Company (the "Company")
announced that it closed a public offering of 8 million shares of its common
stock, which priced after the market closed on November 13, 2003 at a price to
the public of $20.25 per share. All shares were sold by the Company. The
underwriters also have a 30-day option to purchase up to 1.2 million additional
shares of the Company's common stock solely to cover over-allotments, if any.
Net proceeds from this offering were approximately $155.0 million,
after deducting underwriting discounts and commissions and the estimated
expenses of the offering. The Company used all of the net proceeds from the
offering to repurchase 6 million shares of the Company's common stock from J.P.
Morgan Partners (SBIC), LLC and 2 million shares of the Company's common stock
from Warburg, Pincus Equity Partners L.P. The 8 million shares were purchased by
the Company at a price of $19.3775 per share and were retired upon repurchase.
After giving effect to the repurchase, J.P. Morgan Partners (SBIC), LLC
beneficially owns 2.9% of the Company's outstanding common stock and Warburg,
Pincus Equity Partners L.P. beneficially owns 25.2% of the Company's common
stock. The Company will use all of the net proceeds from the exercise of the
underwriters' over-allotment option, if any, initially to purchase up to 866,643
shares of its common stock from J.P. Morgan Partners (SBIC), LLC and thereafter
to purchase up to 333,357 shares of its common stock from Warburg, Pincus Equity
Partners L.P., in each case at a price equal to $19.3775 per share.
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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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 19, 2003 ENCORE ACQUISITION COMPANY
By: /s/ Robert C. Reeves
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Robert C. Reeves
Vice President and Controller
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