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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) July 18, 2005
CONTANGO OIL & GAS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-16317 95-4079863
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3700 BUFFALO SPEEDWAY, SUITE 960
HOUSTON, TEXAS 77098
(Address of principal executive offices)
(713) 960-1901
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 8.01. OTHER EVENTS
Contango Oil & Gas Company (AMEX:MCF) announced today that it has sold
in a private transaction $10.0 million of its Series D Preferred Stock. The
shares were purchased by a group of private investors. The Series D Preferred
Stock is perpetual and is convertible at any time into shares of Contango common
stock at a price of $12.00 per share. The dividend on the Series D Preferred
Stock can be paid quarterly in cash at a rate of 6.0% per annum or paid-in-kind
at a rate of 7.5% per annum. The Company has agreed to file a registration
statement covering the common shares issuable upon conversion of the Series D
Preferred Stock. Energy Capital Solutions, LP acted as the placement agent for
this offering. The Company's fully diluted shares after this offering, assuming
the preferred shares are converted into common, and upon the exercise of all
outstanding options, would be 16,723,804.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following is a list of exhibits filed as part of this Form 8-K.
Where so indicated by footnote, exhibits, which were previously filed, are
incorporated by reference.
Exhibit No. Description of Document
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99.1 Press release dated July 18, 2005.
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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.
CONTANGO OIL & GAS COMPANY
Date: July 18, 2005 By: /s/ KENNETH R. PEAK
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Kenneth R. Peak
Chairman and Chief Executive Officer
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