================================================================================ 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 June 26, 2002 (Date of earliest event reported) CALLON PETROLEUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE 001-14039 64-0844345 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 200 NORTH CANAL ST. NATCHEZ, MISSISSIPPI 39120 (Address of principal executive offices, including zip code) (601) 442-1601 (Registrant's telephone number, including area code) ================================================================================ ITEM 1. CHANGES IN CONTROL OF REGISTRANT Not applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Not applicable ITEM 5. OTHER EVENTS On June 26, 2002, Callon Petroleum Company ("CALLON") entered into a First Supplemental Indenture that amends the Indenture between Callon and American Stock Transfer & Trust Company dated July 31, 1997 (as amended, the "INDENTURE"). Currently, $36 million in aggregate principal amount of Callon's 10.125% Senior Subordinated Notes due 2002 ("2002 NOTES") are outstanding under the Indenture. The Indenture was amended to reduce the EBITDA to interest expense ratio that Callon must meet in order to incur additional indebtedness from 2.4 -- 1.0 to 1.1 -- 1.0. This amendment of the Indenture permitted Callon Petroleum Company to enter into a new bank credit facility with its senior lenders. Holders of Callon's 2002 Notes that consented to the amendment to the Indenture also agreed to amend $15.9 million in aggregate principal amount of 2002 Notes to extend the maturity of such notes until July 31, 2004. In addition, Callon made the press release attached hereto as Exhibit 99.1 on July 9, 2002, announcing that it has completed the financing necessary to fund its debt maturities and anticipated capital expenditures in 2002 and 2003. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibits EXHIBIT NUMBER TITLE OF DOCUMENT -------------- ----------------- 4.1 First Supplemental Indenture, dated June 26, 2002, to Indenture between Callon Petroleum Company and American Stock Transfer & Trust Company dated July 31, 1997. 99.1 Callon Petroleum Company's Press Release dated July 9, 2002. ITEM 8. CHANGE IN FISCAL YEAR Not applicable ITEM 9. REGULATION FD DISCLOSURE Not applicable -3- 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. CALLON PETROLEUM COMPANY July 9, 2002 By: /s/ James O. Bassi ----------------------------- James O. Bassi Vice President and Controller -4- EXHIBIT INDEX EXHIBIT NUMBER TITLE OF DOCUMENT -------------- ----------------- 4.1 First Supplemental Indenture, dated June 26, 2002, to Indenture between Callon Petroleum Company and American Stock Transfer & Trust Company dated July 31, 1997. 99.1 Callon Petroleum Company's Press Release dated July 9, 2002. -5-