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):  October 29, 2010

 
RAM ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
000-50682
 
20-0700684
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)


5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma
 
74135
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:    (918) 663-2800

______________________________________________________
(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.

On October 29, 2010, our wholly-owned subsidiary, RWG Energy, Inc., entered into a Purchase and Sale Agreement with Milagro Producing, LLC, a privately owned company located in Houston, Texas, for the sale of all of our oil and natural gas properties and related assets located in the Boonsville and Newark East fields of Jack and Wise Counties, Texas.  The sale properties include all of our Bend Conglomerate shallow gas properties, a mature natural gas field, and all of our North Texas Barnett Shale properties, a developing field, including both producing properties and undeveloped leasehold. The agreed purchase price is $43.75 million, subject to customary closing adjustments.  The effective date of the proposed sale is October 1, 2010, and closing is scheduled for December 8, 2010.

Proved reserves from these properties accounted for approximately 26.4 billion cubic feet equivalent (Bcfe) of natural gas, natural gas liquids and oil, or an estimated 13% of our year-end 2009 proved reserves of 204 Bcfe.  For the quarter ended June 30, 2010, our net production from the properties averaged 5,635 Mcfe per day, accounting for 10% of our aggregate field operating cash flow (defined as revenues less production expenses and severance taxes) during the quarter.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits
 
10.13
Purchase and Sale Agreement dated October 29, 2010, by and between RWG Energy, Inc., as Seller, and Milagro Producing, LLC, as Buyer.
   
99.1
    Press release issued November 1, 2010, regarding entry into a definitive agreement to sell oil and natural gas properties to Milagro     Producing, LLC



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.

   
RAM ENERGY RESOURCES, INC.
   
(Registrant)
     
November 2, 2010
By:   
/s/  Sabrina M. Gicaletto 
   
Name:  Sabrina M. Gicaletto
   
Title:  Vice President, Finance and Treasury


 
 
 



EXHIBIT INDEX

Exhibit No.
Description of Exhibit
Method of Filing
     
10.13
Purchase and Sale Agreement dated October 29, 2010, by and between RWG Energy, Inc., as Seller, and Milagro Producing, LLC, as Buyer
Filed herewith electronically
     
99.1
Press release issued November 1, 2010
Filed herewith electronically



 
 
 

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