Newspaper article THE JOURNAL RECORD

Woods-Sunshine Merger Approved

Newspaper article THE JOURNAL RECORD

Woods-Sunshine Merger Approved

Article excerpt

The merger of Woods Petroleum Corp. of Oklahoma City into a wholly-owned subsidiary of Sunshine Mining Co. of Dallas was approved Tu esday by stockholders of Woods.

A total of 7,618,048, or 65.4 percent, of Woods 11,632,607 shares of common stock were cast in favor of the merger, which will combine Woods with First Matagorda Corp., of Houston, Texas Energies Inc., of Pratt, Kan., and Sunshine Energy Co., of Dallas, into Sunshine Mining Co.'s oil and gas group.

"This combination," said Robert B. Anderson, president and chief executive officer of the group, "will provide an expanded oil and gas reserve base, an entree into the natural gas gathering business and an excellent group of personnel to manage all these resources for maximum return on investment."

Sunshine has a definitive agreement to purchase all the shares of Woods common stock for about $305 million.

Under terms of the agreement, each share of Woods common stock would be exchanged fro $5 in cash, 1.5 shares of Sunshine common stock plus one share of newly-established Sunshine preferred stock.

Woods Petroleum stock closed at 22 3/8 Tuesday on the New York Stock Exchange.

The newly-established Sunshine preferred stock will have a stated value of $9.25, subject to adjustment depending on the market price of Sunshine common stock prior to the merger.

It will pay a cumulative quarter cash dividend equal to 10 percent per anum of the stated value.

Sunshine may redeem the preferred stock at its stated value after the first year and is required to redeem 10 percent of the issue each year, starting on the sixth anniversary date.

Headquarters for the expanded Woods will remain in Oklahoma City. …

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