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): September 27, 2004

 

EVERGREEN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Colorado

 

0-13171

 

84-0834147

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification No.)

 

 

 

 

 

1401 17th Street, Suite 1200

 

 

Denver, Colorado

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code:  (303) 298-8100

 

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):

 

ý            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 8.01               Other Events

 

On September 27, 2004, Evergreen Resources, Inc. issued a press release announcing the sale of its Kansas assets to Heartland Oil and Gas Corporation for gross proceeds of $22 million in cash.  The press release is filed as Exhibit 99.1 to this Current Report and incorporated by reference herein.

 

Item 9.01               Financial Statements and Exhibits.

 

(c)           Exhibits

 

99.1         Press release dated September 27, 2004.

 

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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.

 

 

 

EVERGREEN RESOURCES, INC.

 

 

 

 

 

 

 

By:

/s/ Kevin R. Collins

 

 

Kevin R. Collins

 

 

Executive Vice President - Finance

 

 

Chief Financial Officer, Secretary and Treasurer

 

 

Date: September 27, 2004

 

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EXHIBIT INDEX

 

No.

 

Description

 

 

 

99.1

 

Press release dated September 27, 2004.

 

4