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): March 9, 2005
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)
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
In connection with the Bareboat Lease referred to and described below, on
March 9, 2005, Isramco, Inc. (the "Company") furnished a limited guarantee (the
"Guarantee") to and in favor of a subsidiary of Egged, one of the leading
transportation companies in Israel ("Egged"), pursuant to which the Company
undertook to indemnify Egged in an amount not exceeding $1 million in respect of
any loss or damage incurred by Egged arising out of the breach by Chesny (as
defined below) of its obligations under the Marketing Agreement (as defined
below). To induce the Company to issue the Guarantee, Chesny granted to the
Company a security interest on all amounts due to Chesny under the Marketing
Agreement and agreed to provide the Company with a bank guarantee in the amount
of $600,000 (which will secure Chesny's obligations under the Bareboat Charter
as well).
In March 2005, a wholly owned subsidiary of the Company ("Magic")
entered into a lease agreement (the "Bareboat Lease") with Chesny Estates Ltd.
("Chesny"), pursuant to which Magic will lease the cruise liner Mirage 1 (the
"Cruise Liner") to Chesney for the period from April 14, 2005 through October
31, 2005 at a daily rate of $8,000. Under the Bareboat Lease, Chesny will
operate the Cruise Liner and will solely bear all outlays associated with the
operation, maintenance and upkeep of the Cruise Liner. As previously disclosed,
the Company purchased the Cruise Liner, a luxury cruise liner containing 270
passenger cabins spread out over nine decks, in March 2004.
Contemporaneous with its entry into the Bareboat Lease with the Company,
Chesny entered into an agreement (the "Marketing Agreement") with Egged pursuant
to which Egged has undertaken to promote and market tours on the Cruise Liner
that are run by Chesny. Under the Marketing Agreement, Chesny is entitled to
minimum payments from Egged.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
99.1 Press Release dated March 15, 2005
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: March 15, 2005 ISRAMCO, INC.
By: /s/ Haim Tsuff
Haim Tsuff
Chief Executive Officer