-----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, U9BJEsAKIDJn7XERdGs1m5sl/wqIuKGBmvI4UxCJ+nZjqxUg7yfYx58Y/cT9KlED AlHCyQJe1iYIqAGNm45zbg== 0000950129-98-003909.txt : 19980914 0000950129-98-003909.hdr.sgml : 19980914 ACCESSION NUMBER: 0000950129-98-003909 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980911 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIMA PETROLEUM CORP CENTRAL INDEX KEY: 0000872248 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980115468 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45141 FILM NUMBER: 98708365 BUSINESS ADDRESS: STREET 1: 600 595 HOWE STREET STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6C 2T5 STATE: A1 BUSINESS PHONE: 6046846886 MAIL ADDRESS: STREET 1: 600 595 HOWE ST STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6C 2T5 STATE: A1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAIGLE RALPH J CENTRAL INDEX KEY: 0001070221 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 51205 CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182327028 SC 13D 1 PETROQUEST ENERGY, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. ___)(1) PETROQUEST ENERGY, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 716748 10 8 (CUSIP Number) PETROQUEST ENERGY, INC. 625 E. KALISTE SALOOM RD, SUITE 400 LAFAYETTE, LOUISIANA 70508 (318) 232-7028 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 1, 1998 (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 Rule 13d-1(e), 13d-1(f) or 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------------- (1) 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 Exchange Act of 1934 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 CUSIP NO. 716748 10 8 SCHEDULE 13D PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RALPH J. DAIGLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ] N/A (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS * OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(E) N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,200,500 SHARES BENEFICIALLY OWNED BY EACH ---------------------------------------------------------------- REPORTING PERSON WITH 8 SHARED VOTING POWER 0 ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,200,500 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,700,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- 3 Page 3 of 5 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement is filed with respect to shares of common stock, par value $.001 per share (the "Common Stock"), of PetroQuest Energy, Inc. (formerly Optima Petroleum Corporation and the "Issuer"). The address of the Issuer's principal executive offices is 625 E. Kaliste Saloom Rd, Suite 400, Lafayette, Louisiana 70508. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Ralph J. Daigle ("Mr. Daigle"). (b) The business address of Mr. Daigle is 625 E. Kaliste Saloom Rd, Suite 400, Lafayette, Louisiana 70508. (c) Mr. Daigle's principal occupation is as senior vice president - exploration of the Issuer. The Issuer's principal business is oil and gas exploration and development in Canada and the United States. The address of the issuer is 625 E. Kaliste Saloom Rd, Suite 400, Lafayette, Louisiana 70508. (d) Mr. Daigle has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Daigle has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation which respect to such laws. (f) Mr. Daigle is a U.S. citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On September 1, 1998, pursuant to a Plan and Agreement of Merger (the "Merger Agreement") dated as of February 11, 1998 among Optima Petroleum Corporation, a corporation constituted under the Canadian Business Corporation Act ("Optima"), Optima Energy (U.S.) Corporation, a Louisiana corporation and wholly owned subsidiary of the Optima ("Optima US"), Goodson Exploration Company, a Louisiana corporation ("GEC"), NAB Financial, L.L.C., a Louisiana limited liability company ("NAB"), Dexco Energy, Inc., a Louisiana corporation ("Dexco"), and American Explorer, L.L.C., a Louisiana limited liability company ("Amex"), Optima consummated a merger ("the Merger") pursuant to which, among other things, (i) GEC, NAB and Dexco (the "Target Corporations"), which in turn hold all of the issued and outstanding membership interests in Amex, were merged with and into Optima US, (ii) an aggregate of 7,335,001 shares of Common Stock (representing approximately 40.0% of the Issuer's Common Stock as of September 4 Page 4 of 5 1, 1998) and rights to receive, subject to certain conditions contained within Certificates of Contingent Interest, an additional 1,667,001 shares of Common Stock were issued to the owners of the Target Corporations in consideration for the Merger, (iii) Optima was continued into the State of Delaware and adopted a new Certificate of Incorporation, (iii) Optima's name was changed to PetroQuest Energy, Inc. and its principal executive offices were moved to Lafayette, Louisiana and (iv) the following directors and officers were elected for the ensuing year. Messrs. Charles T. Goodson, Director, President and Chief Executive Officer ("Mr. Goodson"); Alfred J. Thomas, II, Director and Chief Operating Officer ("Mr. Thomas"); Daigle, Director and Senior Vice President Exploration; Robert R. Brooksher, Director, Chief Financial Officer and Secretary ("Mr. Brooksher"); Daniel G. Fournerat, Director; Robert L. Hodgkinson, Director; and William C. Leuschner, Director and Chairman of the Board. As a result of the Merger, Mr. Daigle, who is the sole shareholder of Dexco, converted all shares of Dexco common stock for 2,200,500 shares of the Issuer's Common Stock and rights to receive, subject to certain conditions contained within a Certificate of Contingent Interest ("Certificate"), an additional 500,100 shares of the Issuer's Common Stock. The Certificate provides that Mr. Daigle will become the record holder of 500,100 shares of Common Stock if on or before 9/1/01, the Issuer's Common Stock has a Fair Market Value at or above U.S. $5.00 per share (as adjusted for stock splits, combinations and other similar corporate events) for a period of 20 consecutive trading days. A copy of the Certificate has been filed as an exhibit pursuant to Item 7 below. ITEM 4. PURPOSE OF THE TRANSACTION. Mr. Daigle acquired the Issuer's Common Stock with view to holding a substantial ownership interest in the Issuer. Although Mr. Daigle does not have any specific plans or proposals regarding the Issuer in his capacity as a shareholder, he will continue to evaluate all alternatives with respect to the Issuer's Common Stock. Except as stated above, Mr. Daigle does not have any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although he reserves the right to do so in the future. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Daigle is the beneficial owner of 2,700,600 shares of Common Stock which represents 14.7% of the Issuer's Common Stock as of September 1, 1998. These shares include: (i) 2,200,500 shares of the Common Stock directly held by Mr. Daigle and (ii) 500,100 shares of Common Stock which may be directly held by Mr. Daigle pursuant to a Certificate of Contingent Interest. (b) Mr. Daigle has sole voting and dispositive power for 2,200,500 shares of Common Stock. As disclosed in Item 5(a) above, Mr. Daigle is not the record holder of the 500,100 shares of Common Stock represented by the Certificate. Further, the Certificate is not assignable or transferable except for transfers to Mr. Brooksher, as 5 Page 5 of 5 disclosed in Item 6 below, and except by the laws of descent and distribution, by will or by operation of law. (c) Except as described herein, Mr. Daigle has not engaged in any transaction involving the Common Stock of the Issuer during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As disclosed in Item 5 above, Mr. Daigle is entitled to receive 500,100 shares of Common Stock pursuant to a Certificate of Contingent Interest, if on or before 9/1/01 the Issuer's Common Stock has a Fair Market Value at or above U.S. $5.00 per share (as adjusted for stock splits, combinations and other similar corporate events) for a period of 20 consecutive trading days. A copy of the Certificate has been filed as an exhibit pursuant to Item 7 below. Mr. Brooksher has an oral agreement with Charles T. Goodson, Mr. Thomas, Janell B. Thomas, Alfred J. Thomas, III, Blaine A. Thomas, Natalie A. Thomas and Ralph J. Daigle whereby Mr. Brooksher has an option to purchase from Charles T. Goodson, Mr. Thomas, Janell B. Thomas, Alfred J. Thomas, III, Blaine A. Thomas, Natalie A. Thomas and Mr. Ralph J. Daigle an aggregate of 367,750 shares of the Issuer's Common Stock and rights to receive, subject to certain conditions contained within Certificates of Contingent Interest, an additional 83,350 shares of the Issuer's Common Stock. This option will expire on September 1, 2001. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Certificate of Contingent Interest for Mr. Daigle dated September 1, 1998. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 1, 1998 /s/ RALPH J. DAIGLE --------------------- Ralph J. Daigle 6 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- A Certificate of Contingent Interest for Mr. Daigle dated September 1, 1998.
EX-99.A 2 CERTIFICATE OF CONTINGENT INTEREST - MR. DAIGLE 1 EXHIBIT A No. 7 CERTIFICATE OF CONTINGENT INTEREST IN COMMON STOCK $0.001 PAR VALUE OF PETROQUEST ENERGY, INC. ISSUED PURSUANT TO PLAN AND AGREEMENT OF MERGER DATED AS OF FEBRUARY 11, 1998, BY AND AMONG OPTIMA PETROLEUM CORPORATION, OPTIMA ENERGY (U.S.) CORPORATION, GOODSON EXPLORATION COMPANY, NAB FINANCIAL, L.L.C., DEXCO ENERGY, INC. and AMERICAN EXPLORER, L.L.C. READ THIS CERTIFICATE CAREFULLY THIS CERTIFICATE IS NOT TRANSFERABLE OR ASSIGNABLE EXCEPT AS HEREIN PROVIDED This is to certify that Ralph J. Daigle is the registered holder of 500,100 Units of Contingent Interest with respect to shares of Common Stock, $0.001 par value, of PetroQuest Energy, Inc., a Delaware corporation ("PetroQuest Energy, Inc. Common Stock"), issued pursuant to the provisions of the Plan and Agreement of Merger dated as of February 11, 1998. Each Unit of Contingent Interest represents the right to receive the number of shares of PetroQuest Common Stock, if any, that may be distributable upon the terms and subject to the conditions hereinafter set forth. PETROQUEST ENERGY, INC. By: /s/ CHARLES T. GOODSON -------------------------------------- Name: Charles T. Goodson ------------------------------------ Title: President and Chief Executive Officer ----------------------------------- Dated: September 1, 1998 2 This Certificate is one of the Contingent Interest Certificates for an aggregate of 1,667,001 Units of Contingent Interest ("Contingent Stock Issue Rights") issued pursuant to the Plan and Agreement of Merger (the "Merger Agreement") dated as of February 11, 1998, among Optima Petroleum Corporation, a Delaware corporation and previously a corporation constituted under the Canadian Business Corporation Act and whose name has been changed to PetroQuest Energy, Inc. ("PetroQuest"), Optima Energy (U.S.) Corporation, a Louisiana corporation and wholly-owned subsidiary of PetroQuest and previously a Nevada corporation ("Acquisition Subsidiary"), Goodson Exploration Corporation, a Louisiana corporation ("Goodson"), NAB Financial, L.L.C., a Louisiana limited liability company ("NAB"), Dexco Energy, Inc., a Louisiana corporation ("Dexco") (Goodson, NAP and Dexco collectively referred to herein as the "Target Corporations") and American Explorer, L.L.C., a Louisiana limited liability company and whose membership interests are 100% owned by the Target Corporations (the "Operating Company"), and pursuant to which the Target Corporations were merged (the "Mergers") with and into Acquisition Subsidiary. The terms and conditions upon which the registered holder of this Certificate may become entitled to shares of common stock, $0.001 par value, of Optima ("PetroQuest Common Stock") are set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement. SECTION 1. RIGHTS TO PETROQUEST COMMON STOCK Subject to the terms hereof, and subject to the satisfaction of the conditions provided herein, each Unit of Contingent Stock Issue Rights shall entitle the holder thereof to receive, and shall automatically be converted into that number of shares of PetroQuest Common Stock, if any, determined as follows: (i) if a PetroQuest Triggering Event (as hereinafter defined) occurs at any time on or before the third anniversary of the date of issuance of these Contingent Stock Issue Rights (the "Third Anniversary"), each Unit of Contingent Stock Issue Right shall entitle the holder thereof to receive one share of PetroQuest Common Stock on the date the PetroQuest Triggering Event occurs; and (ii) if a PetroQuest Triggering Event does not occur on or before the Third Anniversary, then this Contingent Stock Issue Right shall not entitle the holder to receive any shares of PetroQuest Common Stock and these Contingent Stock Issue Rights shall terminate and be of no further force or effect. For the purposes of this Section 1: (i) a PetroQuest Triggering Event shall have occurred if the PetroQuest Common Stock has a Fair Market Value at or above U.S. $5.00 per share (as adjusted for stock splits, combinations and other similar corporate events) for a period of 20 consecutive trading days; and 2 3 (ii) the "Fair Market Value" of one share of PetroQuest Common Stock shall mean, for any trading day, (w) the closing sale price for a share of PetroQuest Common Stock on such trading day on the Nasdaq National Market System, or (x) if no sale takes place on such day, the average of the closing bid and asked prices on the Toronto Stock Exchange, or (y) if no such sale takes place on either of such exchanges on such day, the average of the closing bid and asked prices of a share of PetroQuest Common Stock on such trading day as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or (z) if not quoted on NASDAQ or such exchanges on such day, the average of the closing bid and asked prices for a share of PetroQuest Common Stock as quoted on any other recognized stock exchange on which such shares are then listed. Upon satisfaction of the conditions specified in Section 1, the registered holder of this Certificate shall be considered a record holder of the number of shares of PetroQuest Common Stock specified in this Section 1. Upon satisfaction of the conditions specified in Section 1, PetroQuest shall issue to the holder of this Certificate, upon surrender of this Certificate to PetroQuest or an agent designated by PetroQuest, that number of shares of PetroQuest Common Stock issuable upon conversion of the number of Contingent Stock Issue Rights represented by this Certificate. SECTION 2. DIVIDENDS No dividends shall be payable with respect to the PetroQuest Common Stock represented by this Certificate until a record date has occurred after the issuance thereof. SECTION 3. REPLACEMENT OF CERTIFICATES Upon receipt of evidence satisfactory to PetroQuest or its agent of the loss, theft, destruction, or mutilation of any Certificate and upon receipt of indemnity reasonable satisfactory to PetroQuest or its agent, PetroQuest shall deliver a new Certificate for the number of Contingent Stock Issue Rights represented by the Certificate so lost, stolen, destroyed, or mutilated. SECTION 4. HOLDER NOT STOCKHOLDER This Certificate does not entitle the holder thereof to any voting or other rights as a stockholder of PetroQuest. SECTION 5. ADJUSTMENT OF PETROQUEST COMMON STOCK 5.1 Stock Dividends, Etc. In case PetroQuest shall (1) pay a dividend in shares of PetroQuest Common Stock; (2) subdivide outstanding shares of PetroQuest Common Stock; (3) combine outstanding shares of PetroQuest Common Stock into a smaller number of shares; or (4) issue by reclassification any shares of Common Stock, the number of shares of PetroQuest 3 4 Common Stock issuable upon conversion of the Contingent Stock Issue Rights represented by this Certificate shall be proportionately adjusted. 5.2 Merger, Etc. In case of (1) any consolidation or merger of PetroQuest or any of its affiliates with or into another corporation or (2) any sale, transfer, or other disposition of all or substantially all of the property, assets, or business of PetroQuest or its affiliates, as a result of which property (cash or otherwise) shall be payable or distributable to the holders of PetroQuest Common Stock, the Certificate shall thereafter represent the number and class of shares or other securities or property of PetroQuest, or of the corporation or other entity resulting from such consolidation or merger or to which such sale, transfer, or other disposition shall have been made for or into which the PetroQuest Common Stock underlying this Certificate would have been exchanged or converted upon such event if outstanding at the time thereof, with appropriate adjustments to the Triggering Event conditions so as to maintain as nearly as reasonably practicable the intent of the parties hereunder and which adjustments shall be determined in good faith by the PetroQuest Board of Directors. The terms of any such consolidation, merger, sale, transfer, or other disposition shall include appropriate provisions in accordance with the provisions of this Section 5.2. The provisions of this Section 5.2 shall similarly apply to successive consolidations, mergers, sales, transfers, or other dispositions as aforesaid. 5.3 Notice. Whenever an adjustment is made as provided in this Section 5, PetroQuest shall promptly mail to the holder of this Certificate, at the address appearing below unless changed by written notice by the holder, a statement setting forth the adjustment and the facts giving rise thereto. SECTION 6. TRANSFER OF CERTIFICATES Except for transfers to Robert R. Brooksher, this Certificate is not transferable or assignable except by the laws of descent and distribution, by will or by operation of law. SECTION 7. INITIAL ADDRESS FOR NOTICE Notice may be given at the following address: 625 E. Kaliste Saloom Road Suite 400 Lafayette, Louisiana 70508 SECTION 8. GOVERNING LAW This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware. 4 -----END PRIVACY-ENHANCED MESSAGE-----