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): March 29, 2006
ENCORE ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16295
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75-2759650 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 777 Main Street, Suite 1400, Fort Worth, Texas
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76102 |
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(Zip Code) |
Registrant’s telephone number, including area code: (817) 877-9955
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On March 29, 2006, Encore Acquisition Company, a Delaware corporation (the “Company”), entered
into an underwriting agreement with Citigroup Global Markets Inc., relating to the issuance and
sale of 4,000,000 shares of the Company’s common stock. The sale
was registered under the Securities Act of 1933, as amended, pursuant to the
Company's shelf registration statement on Form S-3 (Registration
No. 333-117036) and was made
pursuant to a prospectus dated June 9, 2004, as supplemented by a prospectus supplement dated March
29, 2006. A copy of the underwriting agreement related to the offering is attached as Exhibit 1.1
to this report and is incorporated herein by reference.
Citigroup Global Markets Inc. may, from time to time, engage in transactions with and perform
services for the Company and its affiliates in the ordinary course of its business. In November
2005, Citigroup Global Markets Inc. acted as sole underwriter in connection with a public offering
of the Company’s 7.25% Senior Subordinated Notes due 2017 for which it received customary
compensation. Citibank, N.A. is co-documentation agent and a lender under the Company’s revolving
credit facility. The Company will use the net proceeds of the common stock offering referred to
above to repay indebtedness outstanding under such facility.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Exhibit |
1.1
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Underwriting Agreement, dated March 29, 2006, between Citigroup Global
Markets Inc. and the Company |
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5.1
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Opinion of Baker Botts L.L.P. |