- Current report filing (8-K)
April 22 2009 - 5:20PM
Edgar (US Regulatory)
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)
April
21, 2009
TXCO
Resources Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-9120
|
84-0793089
|
(State
of
|
(Commission
File
|
(IRS
Employer
|
incorporation)
|
Number)
|
Identification
No.)
|
777
E. Sonterra Blvd., Suite 350
|
|
San
Antonio, Texas
|
78258
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(210)
496-5300
(Registrant's
telephone number,
including
area code)
|
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 (
see
General Instruction
A.2. below):
|
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
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
2.04 Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
On April
21, 2009, Bank of Montreal, as administrative agent for the Lenders (defined
below), provided TXCO Resources Inc. (the "Company") with (i) Notice of
Acceleration (the "Credit Agreement Acceleration Notice") of the amounts due to
the Lenders under the Company's Amended and Restated Credit Agreement, dated
April 2, 2007 and as further amended on July 25, 2007, which had an
outstanding balance (not including any accrued and unpaid interest) of
approximately $50.0 million as of March 31, 2009, and (ii) Notice of
Acceleration (the "Term Loan Acceleration Notice") of the amounts due to the
Lenders under the Company's Amended and Restated Term Loan Agreement, dated
July 25, 2007, which had an outstanding balance (not including any
accrued and unpaid interest) of approximately $100.0 million as of
March 31, 2009 (collectively, the "Credit Facilities"), each with Bank
of Montreal as lender and administrative agent, and the other lenders party
thereto (collectively, the "Lenders"). The Credit Agreement
Acceleration Notice and the Term Loan Acceleration Notice notified the Company
of the acceleration of and demand for immediate payment of the entire amount of
the funds the Company owes to the Lenders including all interest accrued and
unpaid thereon and all other amounts payable under the Credit
Facilities. The Credit Agreement Acceleration Notice also notified
the Company that the commitment of each Lender to make loans or participate in
issuances of letters of credit is terminated.
The
Credit Facilities total approximately $150.0 million, which amount does not
include any default interest which may have accrued on the obligations
outstanding under the Credit Facilities at a rate of 2.00% above the applicable
interest rates otherwise in effect, or any other fees or expenses owing as a
result of the existence of the defaults. We do not have sufficient
funds to repay the amounts owed under the Credit Facilities. To date,
the Company has not been successful in its negotiations with the Lenders
regarding the extension of the payment of the debt or in securing alternative
sources of financing.
While the
Lenders have not yet taken any action beyond issuance of the Credit Agreement
Acceleration Notice and the Term Loan Acceleration Notice, the Lenders have the
right to exercise their remedies under the Credit Facilities, which rights
include seeking to foreclose on substantially all of the Company's assets, which
are pledged as collateral to secure the Company's obligations under the Credit
Facilities. If the Lenders seek to exercise such remedies, the
Company could seek relief through a filing under the United States Bankruptcy
Code. In such event, the Company could cease to be a public filer, cease to have
a market for its securities and/or the Company's securities may have little if
any value.
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.
|
TXCO
Resources Inc.
|
|
|
Dated:
April 22, 2009
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/s/P. Mark
Stark
|
|
P.
Mark Stark
|
|
Chief
Financial Officer
|
|
(Principal
Accounting and Financial
Officer)
|
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