-----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, N/zzen06R90xGHXviEuWe9boJBB1LosFQP3i6KRckfXPHVJ/b+FpGoe/7ZYvjJ0G n6+Ghh+UZSQSjjiaEBU5CQ== 0000921530-00-000021.txt : 20000208 0000921530-00-000021.hdr.sgml : 20000208 ACCESSION NUMBER: 0000921530-00-000021 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000207 GROUP MEMBERS: LOUIS M. BACON GROUP MEMBERS: MOORE CAPITAL MANAGEMENT INC /NEW GROUP MEMBERS: MOORE GLOBAL INVESTMENTS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41563 FILM NUMBER: 525035 BUSINESS ADDRESS: STREET 1: 15375 MEMORIAL DR CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815894600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE CAPITAL MANAGEMENT INC /NEW CENTRAL INDEX KEY: 0000924178 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127827325 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 AMD #1 TO SC 13G RE CABOT OIL & GAS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Cabot Oil & Gas Corporation --------------------------- (Name of Issuer) Class A Common Stock, $0.10 Par Value ------------------------------------- (Title of Class of Securities) 127097103 -------------- (CUSIP Number) December 31, 1999 ------------------------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 disclosure 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 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). (Continued on following pages) Page 1 of 12 Pages Exhibit Index: Page 10 SCHEDULE 13G CUSIP No. 65332K107 Page 2 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Louis M. Bacon 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 1,603,000 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 1,603,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,603,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.39% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 65332K107 Page 3 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Moore Capital Management, Inc. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Connecticut 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 1,282,400 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 1,282,400 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,282,400 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.11% 12 Type of Reporting Person* CO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 65332K107 Page 4 of 12 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Moore Global Investments, Ltd. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Bahamas 5 Sole Voting Power 0 Number of Shares Beneficially 6 Shared Voting Power Owned By 1,282,400 Each Reporting 7 Sole Dispositive Person 0 With 8 Shared Dispositive Power 1,282,400 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,282,400 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.11% 12 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 12 Pages Item 1(a) Name of Issuer: Cabot Oil & Gas Company (the "Company"). Item 1(b) Address of the Issuer's Principal Executive Offices: 15375 Memorial Drive Houston, TX 77079 Item 2(a) Name of Person Filing: The Statement is being filed by (1) Louis M. Bacon ("Mr. Bacon"), in his capacity as (a) Chairman and Chief Executive Officer, director and controlling shareholder of Moore Capital Management, Inc. ("MCM") and (b) Chairman and Chief Executive Officer, director and majority interest holder in Moore Capital Advisors, LLC ("MCA"), (2) MCM and (3) Moore Global Investments, Ltd. ("MGI") (collectively, the "Reporting Persons"). MCM, a registered commodity trading advisor and member of the National Futures Association, serves as discretionary investment manager to MGI and other investment funds. In such capacity, MCM may be deemed the beneficial owner of the Shares (as defined herein) held for the account of MGI. MCA is a New York limited liability company and a registered commodity trading advisor and commodity pool operator. MCA serves as general partner and discretionary investment manager to Remington Investment Strategies, L.P. ("RIS"), a U.S. partnership. In such capacity, MCA may be deemed the beneficial owner of the Shares (as defined herein) held for the account of RIS. The principal occupation of Mr. Bacon is the direction of the investment activities of MCM and MCA, carried out in his capacity as Chairman and Chief Executive Officer of such entities. In such capacity, Mr. Bacon may be deemed the beneficial owner of the Shares (as defined herein) held for the accounts of MGI and RIS. Item 2(b) Address of Principal Business Office or, if None, Residence: The principal business offices of Mr. Bacon, MCM and MGI are located at 1251 Avenue of the Americas, New York, New York 10020. Item 2(c) Citizenship: i) Mr. Bacon is a United States citizen; ii) MCM is a Connecticut corporation; and iii) MGI is a Bahamas corporation. Page 6 of 12 Pages Item 2(d) Title of Class of Securities: Class A Common Stock, par value $0.10 per share (the "Shares") of the Company. Item 2(e) CUSIP Number: 127097103 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Mr. Bacon may be deemed the beneficial owner of 1,603,000 Shares. This number consists of (A) 1,282,400 Shares held for the account of MGI, and (B) 320,600 Shares held for the account of RIS. (ii) Each of MCM and MGI may be deemed the beneficial owner of the 1,282,400 Shares held for the account of MGI. Item 4(b) Percent of Class: (i) The number of Shares of which Mr. Bacon may be deemed to be the beneficial owner constitutes approximately 6.39% of the total number of Shares outstanding. (ii) The number of Shares of which each of MCM and MGI may be deemed to be the beneficial owner constitutes approximately 5.11% of the total number of Shares outstanding. Page 7 of 12 Pages Item 4(c) Number of shares as to which such person has: Mr. Bacon: ---------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,603,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,603,000 MCM: ---- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,282,400 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,282,400 MGI: ---- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,282,400 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,282,400 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of MGI have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by MGI in accordance with their ownership interests in MGI. (ii) The partners of RIS have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by RIS in accordance with their partnership interests in RIS. Page 8 of 12 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. Page 9 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 4, 2000 LOUIS M. BACON By: /S/ STEPHEN R. NELSON --------------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact MOORE CAPITAL MANAGEMENT, INC. By: /S/ STEPHEN R. NELSON --------------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact MOORE GLOBAL INVESTMENTS, LTD. By: /S/ STEPHEN R. NELSON --------------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact Page 10 of 12 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated February 4, 2000 by and between Louis M. Bacon, Moore Capital Management and Moore Global Investments, Ltd........................... 11 B. Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in favor M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson........................... 12 EX-99 2 EXHIBIT A - JOINT FILING AGREEMENT Page 11 of 12 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Cabot Oil & Gas Corporation dated as of February 4, 2000 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Date: February 4, 2000 LOUIS M. BACON By: /S/ STEPHEN R. NELSON --------------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact MOORE CAPITAL MANAGEMENT, INC. By: /S/ STEPHEN R. NELSON --------------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact MOORE GLOBAL INVESTMENTS, LTD. By: /S/ STEPHEN R. NELSON --------------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 12 of 12 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, Inc. and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or states of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of November, 1997. /s/ Louis M. Bacon ------------------ Louis M. Bacon -----END PRIVACY-ENHANCED MESSAGE-----