-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cqlnv+yH5vb4dr8wk8LWlT+O2/iL/Hr1B8xQDd03Wk7eCevjusnkdWheOsTijabC zJyMYi2dVclPWdWIIgth3w== 0000950129-99-003786.txt : 19990819 0000950129-99-003786.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950129-99-003786 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENRON OIL & GAS CO CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40827 FILM NUMBER: 99695553 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138535482 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENRON CORP/OR/ CENTRAL INDEX KEY: 0001024401 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 470255140 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002-7369 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 75002-7369 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OREGON CORP DATE OF NAME CHANGE: 19961008 SC 13D/A 1 ENRON CORP FOR ENRON OIL & GAS COMPANY - AMEND. #4 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) ENRON OIL & GAS COMPANY (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 293562 10 4 (CUSIP Number) Rex R. Rogers Vice President and Associate General Counsel Enron Corp. 1400 Smith Street Houston, Texas 77002 (713) 853-3069 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 16, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D/A CUSIP NO. 293562 10 4 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Enron Corp. I.R.S. No. 47-0255140 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS BK, WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)or 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Oregon - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER** SHARES 11,500,000 ------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 ------------------------------------ EACH 9. SOLE DISPOSITIVE POWER** REPORTING 11,500,000 ------------------------------------ PERSON 10. SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,500,000 shares of common stock - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ** Subject to contractual restrictions on Enron's right to vote or dispose of the shares reported, which restrictions are described in this Amendment No. 4 to Schedule 13D. 3 AMENDMENT NO. 4 TO STATEMENT ON SCHEDULE 13D Reference is made to the Statement on Schedule 13D (the "Statement") filed by Enron Corp. ("Enron") with respect to its beneficial ownership of the common stock, par value $.01 per share ("Common Stock"), of Enron Oil & Gas Company (the "Issuer"). The following items of the Statement are amended in the manner set forth below. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement. ITEM 4. PURPOSE OF TRANSACTION. Until the consummation of the IPO, Enron owned 99.4% of the Common Stock of the Issuer. Pursuant to the IPO, the Issuer sold 23,000,000 shares (after giving effect to the Issuer's June 1994 2-for-1 stock split effected as a stock dividend). Subsequent to the completion of the IPO and prior to August 16, 1999, the Issuer remained a majority-owned subsidiary of Enron, and its assets, liabilities and results of operations were included in the consolidated financial statements of Enron and its consolidated subsidiaries. On August 16, 1999, Enron consummated the transactions contemplated by a Share Exchange Agreement, dated July 19, 1999, by and between Enron and the Issuer (as amended by letter agreements between Enron and the Issuer dated as of July 30, 1999 and August 10, 1999 filed as Exhibits E and F hereto, the "Exchange Agreement"), which is filed as Exhibit D hereto. The following summary of the Exchange Agreement is qualified by reference to the Exchange Agreement. Under the Exchange Agreement, Enron exchanged 62,270,000 shares of the Common Stock for the stock of EOGI-India, Inc., which was a wholly owned subsidiary of the Issuer and which owned all of the Issuer's China and India operations at the time of closing (the "Exchange"). In connection with the Exchange, the Issuer contributed approximately $600 million in cash to one of the Issuer's India subsidiaries that was transferred to Enron. These funds will be used in connection with international operations. Prior to the Exchange, the Board of Directors of the Issuer consisted of eleven directors. Of these directors, five served as executive officers of Enron: Name Position with Enron ---- ------------------- Kenneth L. Lay Director, Chairman of the Board and Chief Executive Officer Jeffrey K. Skilling Director, President and Chief Operating Officer Ken L. Harrison Director, Vice Chairman Page 3 of 7 4 James V. Derrick Executive Vice President and General Counsel Richard A. Causey Executive Vice President and Chief Accounting, Information and Administrative Officer In addition, John H. Duncan, who served as a non-employee director of Enron and as Chairman of the Executive Committee of Enron's Board of Directors, also served as a director of the Issuer. In connection with the Exchange, all of these individuals resigned as directors of the Issuer. After the Exchange, on August 16, 1999, Enron sold 8,500,000 shares of Common Stock to the public in a registered public offering (the "Public Offering"). In addition, the Issuer issued and sold 27,000,000 shares of Common Stock in the Public Offering. After the Public Offering, Enron owned approximately 9.7% of the outstanding shares of Common Stock. Additionally, on August 17, 1999, Enron sold 10,000,000 of its 7% Exchangeable Notes due July 31, 2002 (the "Exchangeable Notes") to the public in a registered public offering. In addition to the 10,000,000 Exchangeable Notes sold by Enron on August 17, 1999, the underwriters of the public offering of the Exchangeable Notes have an option, expiring on September 9, 1999, to purchase an additional 1,500,000 Exchangeable Notes from Enron. At the maturity of the Exchangeable Notes, Enron will exchange Common Stock that is owned by Enron for the Exchangeable Notes. The number of shares of Common Stock that Enron will exchange for each Exchangeable Note will not be more than one share and not less than .8475 of a share, depending on the market price of the Common Stock at the maturity of the Exchangeable Notes. As a result, at the maturity of the Exchangeable Notes, Enron will exchange up to 10,000,000 (11,500,000 if the underwriters' option is exercised in full) but not less than 8,475,000 (9,746,250 if the underwriters' option is exercised in full) shares of Common Stock for the Exchangeable Notes. Under the Exchange Agreement, each party has made certain representations and warranties, with each party agreeing to indemnify the other party for breaches of such party's representations and warranties. Under the Exchange Agreement, Enron has agreed, except as provided below, commencing on July 19, 1999 and ending on February 16, 2000 (the "Lock-Up Expiration Date"), not to, directly or indirectly, sell, transfer, pledge or otherwise dispose of (including without limitation by issuing any debt or equity securities exercisable or exchangeable for, or convertible into) any of Enron's shares of Common Stock to any person other than a wholly owned subsidiary of Enron. However, Enron was permitted by the Exchange Agreement to sell the shares of Common Stock in the Public Offering and the Exchangeable Notes described above. In the event that, pursuant to the terms of the Exchange Agreement, Enron is entitled to sell, any of its shares of Common Stock not sold in the Public Offering or not exchanged for Exchangeable Notes, Enron is required to sell such shares (a) in a public offering registered under the Securities Act, (b) pursuant to Rule 144 promulgated under the Securities Act, (c) to a wholly owned subsidiary of Enron, which would then be bound by Page 4 of 7 5 these restrictions, (d) pursuant to any merger approved by the Issuer's Board of Directors or (e) any tender offer or exchange offer recommended by the Issuer's Board of Directors. In addition, under the Exchange Agreement, Enron has agreed that, commencing on July 19, 1999 and ending on the later of (a) August 16, 2001 and (b) the earliest date that Enron ceases to beneficially own more than 5% of the issued and outstanding shares of Common Stock (the "Standstill Expiration Date"), unless specifically requested in advance by the Issuer's Board of Directors, neither Enron nor any of its subsidiaries will directly or indirectly (1) acquire, offer to acquire or agree to acquire, or cause or recommend that any other person acquire, directly or indirectly, by purchase, gift, through the acquisition or control of another person or otherwise, any voting securities of the Issuer, (2) make or in any way participate in, directly or indirectly, any solicitation of proxies to vote or become a participant in any election contest or seek to advise or influence any person with respect to the voting of any voting securities of the Issuer, (3) propose or nominate any nominee for director of the Issuer, (4) submit any stockholder proposal to be voted upon by the stockholders of the Issuer, (5) deposit any voting securities in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, (6) propose any business combination involving the Issuer or make or propose a tender or exchange offer or any other offer for any of the Issuer's voting securities, or arrange, or participate in the arrangement of, financing thereof, (7) disclose an intent, purpose, plan or proposal with respect to the Issuer or its voting securities inconsistent with the provisions of the Exchange Agreement, (8) after the closing of the Exchange, otherwise act, alone or in concert with or on behalf of others, to seek directly or indirectly to control the officers or Board of Directors of the Issuer or (9) encourage or assist any other person in connection with any of the foregoing. In addition, Enron has agreed that, during the period from August 16, 1999 until the Standstill Expiration Date, at any meeting of the stockholders of the Issuer with respect to which Enron owns shares of Common Stock entitled to vote, Enron will attend such meeting in person or by proxy and will vote all of its shares of Common Stock in the manner, if any, recommended by the Issuer's Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, the Issuer had 153,914,790 outstanding shares of Common Stock as of July 26, 1999. Giving effect to the Exchange and the issuance and sale of shares of Common Stock by the Issuer in the Public Offering, the Issuer had 118,644,790 outstanding shares of Common Stock as of July 26, 1999. As of the date hereof, Enron beneficially owns 11,500,000 shares of Common Stock, or 9.7% of such number of outstanding shares. (b) Enron has sole voting and dispositive power with respect to the shares of Common Stock indicated to be beneficially owned by it in paragraph (a). To Enron's knowledge, except as set forth on Schedule II, each of the officers and directors set forth on Schedule II has sole voting and dispositive power with respect to the shares of Common Stock set forth next to such individual's name on Schedule II. Page 5 of 7 6 (c) Except as described in Item 4 above, which description is incorporated by reference herein, neither Enron nor, to its knowledge, any of the persons named in Schedule I hereto, has effected any transactions in the Common Stock since the filing of Amendment No. 3 to Schedule 13D. (d) Not applicable. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Stock Restriction and Registration Agreement dated as of August 23, 1989 by and between Enron and the Issuer (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 of the Issuer, Registration Statement No. 33-30678, filed August 24, 1989). B. Amendment to Stock Restriction and Registration Agreement dated December 9, 1997 by and between Enron and the Issuer (incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K of the Issuer for the year ended December 31, 1997). C. Equity Participation and Business Opportunity Agreement, dated December 9, 1997, between Enron and the Issuer (incorporated by reference to Exhibit 10 to the Registration Statement on Form S-3 of the Issuer, Registration Statement No. 333-44785, filed January 23, 1998). *D. Share Exchange Agreement dated as of July 19, 1999, by and between Enron and the Issuer. E. Letter Agreement dated as of July 30, 1999, by and between Enron and the Issuer. F. Letter Agreement dated as of August 10, 1999, by and between Enron and the Issuer. - ------------------- * Previously filed Page 6 of 7 7 After the reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 18, 1999 ENRON CORP. By: /s/ TIMOTHY J. DETMERING ------------------------------------------- Timothy J. Detmering Vice President, Corporate Development Page 7 of 7 8 EXHIBIT INDEX A. Stock Restriction and Registration Agreement dated as of August 23, 1989 by and between Enron and the Issuer (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 of the Issuer, Registration Statement No. 33-30678, filed August 24, 1989). B. Amendment to Stock Restriction and Registration Agreement dated December 9, 1997 by and between Enron and the Issuer (incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K of the Issuer for the year ended December 31, 1997). C. Equity Participation and Business Opportunity Agreement, dated December 9, 1997, between Enron and the Issuer (incorporated by reference to Exhibit 10 to the Registration Statement on Form S-3 of the Issuer, Registration Statement No. 333-44785, filed January 23, 1998). *D. Share Exchange Agreement dated as of July 19, 1999, by and between Enron and the Issuer. E. Letter Agreement dated as of July 30, 1999, by and between Enron and the Issuer. F. Letter Agreement dated as of August 10, 1999, by and between Enron and the Issuer. - ------------------- * Previously filed EX-99.E 2 LETTER AGREEMENT DATED 7/30/99 1 EXHIBIT E July 30, 1999 Enron Corp. 1400 Smith Street Houston, Texas 77002 Dear Sirs: Reference is made to the Share Exchange Agreement, dated July 19, 1999, between Enron Corp. and Enron Oil & Gas Company (the "Share Exchange Agreement"). Capitalized terms used, but not defined in this letter agreement, have the respective meanings given them in the Share Exchange Agreement. EOG understands that the Convertible Securities that Enron is proposing to issue pursuant to Section 6.2(b) of the Share Exchange Agreement in the Public Offering will be mandatorily convertible into up to 10,000,000 Retained Shares, or, if the underwriters exercise their over-allotment option, up to 11,500,000 Retained Shares. Furthermore, EOG and Enron anticipate that the underwriters' over-allotment option relating to the sale by EOG of shares of EOG Common Stock in the Public Offering is to be satisfied by the sale by Enron of Retained Shares. If both of the over-allotment options referred to above are fully exercised by the respective underwriters, a total of 15,550,000 Retained Shares will be involved (either directly or underlying Convertible Securities) in the Public Offering, which is more than the 10,000,000 Retained Shares contemplated by Section 6.2(b) of the Share Exchange Agreement and which would involve the direct sale of Retained Shares (as opposed to the sale of only Convertible Securities contemplated by Section 6.2(b)). In this connection, EOG hereby consents to the sale of shares of EOG Common Stock pursuant to the aforementioned underwriters over-allotment options in the manner described above and waives the provisions of the first sentence of Section 6.2(b) of the Share Exchange Agreement solely to the extent necessary to permit such sales, provided that the Public Offering meets the provisions of Section 6.2 of the Share Exchange Agreement other than such first sentence of Section 6.2(b). This letter agreement shall constitute an amendment to the Share Exchange Agreement if and to the extent necessary under the terms of the Share Exchange Agreement. 2 If the foregoing correctly reflects our understanding, please execute this letter agreement in the space provided below. Very truly yours, ENRON OIL & GAS COMPANY By: /s/ Walter C. Wilson -------------------------------- Walter C. Wilson Senior Vice President and Chief Financial Officer Agreed and accepted: ENRON CORP. By: /s/ Timothy J. Detmering -------------------------------- Timothy J. Detmering Vice President Corporate Development EX-99.F 3 LETTER AGREEMENT DATED 8/10/99 1 EXHIBIT F August 10, 1999 Enron Corp. 1400 Smith Street Houston, Texas 77002 Dear Sirs: Reference is made to the Share Exchange Agreement, dated July 19, 1999, between Enron Corp. and Enron Oil & Gas Company (as amended by that certain letter agreement (the "Letter Agreement") dated July 30, 1999, between Enron Corp. and Enron Oil & Gas Company, the "Share Exchange Agreement"). Capitalized terms used, but not defined in this letter agreement, have the respective meanings given them in the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, and subject to the terms and conditions set forth in the Letter Agreement, EOG consented to the sale by Enron of (i) Convertible Securities that Enron is proposing to issue pursuant to Section 6.2(b) of the Share Exchange Agreement in the Public Offering that will be mandatorily convertible into up to 10,000,000 Retained Shares, or, if the underwriters exercise their over-allotment option, up to 11,500,000 Retained Shares and (ii) up to 4,050,000 Retained Shares upon exercise of the underwriters' over-allotment option relating to the sale by EOG of shares of EOG Common Stock in the Public Offering. In addition to the foregoing, EOG and Enron now understand from the underwriters in the Public Offering that there is sufficient demand from potential investors that up to an additional 4,000,000 Retained Shares may be sold directly by Enron in the Public Offering (or up to an additional 4,450,000 Retained Shares if the underwriters' overallotment option is fully exercised). Accordingly, if both of the over-allotment options referred to above are fully exercised by the respective underwriters, a total of 20,000,000 Retained Shares will be sold to the public (either directly or underlying Convertible Securities) in the Public Offering, which is more than the 15,550,000 Retained Shares to which EOG has previously consented pursuant to the Letter Agreement (subject to the terms and conditions of the Letter Agreement). 2 Enron Corp. August 10, 1999 Page 2 In this connection, EOG hereby consents to the sale by Enron of 4,000,000 shares of EOG Common Stock directly in connection with the Public Offering, the sale by Enron of Convertible Securities that will be mandatorily convertible into up to 10,000,000 shares of Retained Shares and the sale by Enron of up to 6,000,000 additional shares pursuant to the aforementioned underwriters' over-allotment options in the Public Offering in the manner described above and waives the provisions of the first sentence of Section 6.2(b) of the Share Exchange Agreement solely to the extent necessary to permit such sales, provided that the Public Offering meets the provisions of Section 6.2 of the Share Exchange Agreement other than such first sentence of Section 6.2(b) to the extent waived hereunder and in the Letter Agreement. This letter agreement shall constitute an amendment to the Share Exchange Agreement if and to the extent necessary under the terms of the Share Exchange Agreement. If the foregoing correctly reflects our understanding, please execute this letter agreement in the space provided below. Very truly yours, ENRON OIL & GAS COMPANY By: /s/ Walter C. Wilson -------------------------------- Walter C. Wilson Senior Vice President and Chief Financial Officer Agreed and accepted: ENRON CORP. By: /s/ Timothy J. Detmering -------------------------------- Name: Timothy J. Detmering --------------------------- Title: Vice President, Corporate Development -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----