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): January 20, 2007
ISRAMCO, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-12500 13-3145265
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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11767 KATY FREEWAY, HOUSTON, TX 77079
(Address of principal executive offices, including Zip Code)
713-621-3882
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On January 20, 2007, Isramco Inc. (the "Company") furnished to Five
States Energy Company, L.L.C. ("Five States") notice of the Company's
termination of the Purchase and Sale Agreement (the "Purchase Agreement") dated
as of November 14, 2006, pursuant to which the Company was to purchase from Five
States certain oil and gas properties located in Texas and New Mexico for a
purchase price of $100 million (the "Purchase Price"). The Company disclosed the
material terms of the Purchase Agreement on a Current Report on Form 8-K that it
filed on November 22, 2006.
The Company terminated the Purchase Agreement on the grounds that
certain of the closing conditions specified in the Purchase Agreement that are
conditions precedent to the Company's obligation to close have not been
satisfied. These conditions relate to defects in the seller's defensible title
to properties which are the subject of the Purchase Agreement and the failure to
appoint the Company as operator on certain specified properties. In connection
with the notice of termination, the Company requested that Five States return to
it the $3 million deposit that the Company made to Five States at the time of
the execution of the Purchase Agreement.
Five States advised the Company that it rejects the Company's
contentions and accordingly refuses to refund the $3 million deposit.
The Company will be taking legal action in order to obtain the deposit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
None
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.
DATED: JANUARY 25, 2007 ISRAMCO, INC.
BY: /s/ Haim Tsuff
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HAIM TSUFF
CHIEF EXECUTIVE OFFICER