Current Report — Form 8-K Filing Table of Contents
1: 8-K Current Report 3± 14K
2: EX-1 Underwriting Agreement 2± 7K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2± 9K Liquidation or Succession
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
EXHIBIT 99.1 PRESS RELEASE FOR HVI/SABA MERGER
March 22, 1999 04:28 PM
Saba Petroleum Company SAB and Horizontal Ventures, Inc. HVNV announced today
that the shareholders of both companies approved the merger between HVNV and
SAB at a special meeting for each company held on March 19, 1999.
Under the terms of the merger, HVNV shall be the surviving entity following
its acquisition of 100% of the issued and outstanding common stock of SAB, and
shareholders of SAB, other than HVNV, shall own approximately 30% of the
merged company and receive HVNV common stock valued at approximately $15
At the HVNV meeting, shareholders also approved a name change to GREKA ENERGY
CORPORATION and the issuance of up to an additional 2,000,000 shares of its
common stock for possible future acquisitions. The stock of Greka Energy
Corporation is expected to trade on the NASDAQ National Market under the
symbol GRKA with approximately 4.2 million shares outstanding.
Greka Energy, headquartered in New York, has bee reorganized into three
separate divisions: integrated operations based in Santa Maria, California;
domestic E & P managed from centrally located Oklahoma City; and international
E&P managed from Calgary.
Mr. Randeep S. Grewal, Chairman, CEO & President explained, "We are committed
to create shareholder value by providing a work environment to challenge and
motivate employee performance, capitalizing on consistent cash flow hedged
from oil price fluctuations within integrated operations, exploiting
exploration and production opportunities, and penetrating new niche markets
utilizing proprietary technology. Greka Energy has a senior management team
that collectively has over a hundred years of specialized experience within
areas of our business strategy and will lead a motivated employee team of
ninety professionals focused on the execution of an innovative business plan."
Further, the holders of the Preferred Stock of SAB have agreed to terms that
provide for the exchange of all shares of Series A Preferred Stock of SAB for
a secured convertible note issued by HVNV. Additionally, negotiations with
the controlling holders of the 9% Convertible Senior Subordinated Debentures
issued by SAB are ongoing.
Greka Energy has scheduled a conference call for Wednesday, March 24, 1999, at
10 a.m. (Pacific) to discuss the approved merger. Interested persons may
participate by dialing 888-422-7132, code 933392, five to ten minutes before
the telephone conference is scheduled to being.
Greka Energy Corporation is an integrated company focused on exploiting E & P
opportunities and penetrating new niche markets utilizing proprietary
technology with emphasis on short radius horizontal drilling technology
developed by BP Amoco BPA. The Company has oil and gas production and
development activities in North and South American and the Far East, with
primary areas of activity in Alberta, California, Louisiana, Texas, New
Mexico, Columbia, Indonesia and China.
Safe Harbor for Forward Looking Statements
Except for historical information contained herein, the statements in this
Release are forward-looking statements that are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involved known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results. These risks and uncertainties include,
among other things, volatility of oil prices, product demand, market
competition, risks inherent in the Company's international operations,
imprecision of reserve estimates, the availability of additional oil and gas
assets for acquisition on commercially reasonable terms, and the Company's
ability to replace and exploit its existing oil and gas reserves. These and
other risks are described in the Company's Annual Report on Form 10-K and in
the Company's other filings with the Securities and Exchange Commission.
Dates Referenced Herein and Documents Incorporated by Reference