-----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, R4McasPQ96jMHVFgkTBMJhjCrt76/4yoCz1jnfnOsHZJAHiaSQ/rEArhUdSw5jVr yApEWZ6/SlrzX4pNP50iLw== 0000899243-99-002106.txt : 19991021 0000899243-99-002106.hdr.sgml : 19991021 ACCESSION NUMBER: 0000899243-99-002106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESENJAY EXPLORATION INC CENTRAL INDEX KEY: 0000901611 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731421000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49611 FILM NUMBER: 99730827 BUSINESS ADDRESS: STREET 1: 500 N WATER STREET STREET 2: SUITE 1100 CITY: CORPUS CHRISTI STATE: TX ZIP: 78471 BUSINESS PHONE: 5128837464 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2920 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER NATURAL GAS CORP DATE OF NAME CHANGE: 19931006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESENJAY PETROLEUM CORP CENTRAL INDEX KEY: 0001062509 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 N WATER ST STREET 2: STE 1100 SOUTH CITY: CORPUS CHRISTI STATE: TX ZIP: 78471 BUSINESS PHONE: 5123837464 MAIL ADDRESS: STREET 1: 500 N WATER ST STREET 2: STE 1100 SOUTH CITY: CORPUS CHRISTI STATE: TX ZIP: 78471 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D [ESENJAY PETROLEUM] =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) ESENJAY EXPLORATION, INC. ________________________________________________________________________________ (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE ________________________________________________________________________________ (Title of Class of Securities) 296426109 _______________________________________________________________ (CUSIP Number) With copies to Michael E. Johnson Jeffrey B. Pollicoff 1100 CCNB Center-South Pollicoff, Smith, Myres & Remels, L.L.P. 500 Water Street, Suite 1100 One Greenway Plaza, Suite 300 Corpus Christi, Texas 78471 Houston, Texas 77046 (361) 883-7464 (713) 622-6866 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. =============================================================================== SCHEDULE 13D/A - ----------------------- CUSIP NO. 296426109 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Esenjay Petroleum Corporation - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Texas - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 4,896,415 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 4,896,415 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,896,415 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 26.14% based upon 18,730,049 shares of common stock outstanding - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ Item 1. SECURITY AND ISSUER. The equity securities to which this statement on Schedule 13D relates is the common stock, par value $.01 per share ("Common Stock") of Esenjay Exploration, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1100 CCNB Center South, 500 Water Street, Suite 1100, Corpus Christi, Texas 78471. Item 2. IDENTIFY AND BACKGROUND. (a) Esenjay Petroleum Corporation ("EPC") (b) State of Organization: Texas Address: 1100 CCNB Center South 500 Water Street, Suite 1100 Corpus Christi, Texas 78471 (c) Principal Business Activity: Oil and gas exploration (d) - (e) During the last five years, EPC has neither been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, rendered it 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 with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Of the 4,896,415 shares of Common Stock owned by EPC: (i) 5,165,260 shares were issued pursuant to an Acquisition Agreement and Plan of Exchange dated as of January 13, 1998 among the Company, EPC and Aspect Resources LLC. (the "Acquisition Agreement"), a copy of which is attached hereto as Exhibit A. The shares of Common Stock issued pursuant to the Acquisition Agreement were issued in exchange for interests in oil and gas exploration projects; (ii) 12,500 shares are issuable upon the exercise of warrants issued to EPC in connection with certain financing transactions; (iii) 275,000 shares of Common Stock were sold on September 15, 1999 to a significant shareholder of the Company. The aggregate sales price for such shares was $550,000, (iv) EPC acquired 6,154 shares of Common Stock on September 23, 1999 pursuant to the merger of 3DX Technologies, Inc. with and into the Company. Prior to such merger, EPC owned 20,000 shares of the Common Stock of 3DX Technologies, Inc. Item 4. PURPOSE OF TRANSACTION. EPC acquired its Common Stock in connection with the Acquisition Agreement and the transfer to the Company of interests in certain oil and gas exploration projects. EPC has no plans or proposals that would result in any of the events or outcomes listed in (a) through (j) of this Item 4. However, as a result of the consummation of the transactions contemplated by the Acquisition Agreement, the following events or results have occurred: (a) Not Applicable; (b) The Company changed its state of incorporation from Oklahoma to Delaware through a merger of the Company into a wholly owned Delaware subsidiary; (c) Not Applicable; (d) the Company held a special meeting of its shareholders (the "Special Meeting") on May 1998 at which seven directors were elected. Such directors are David W. Berry, Alex M. Cranberg, Michael E. Johnson, Charles J. Smith, Alex P. Campbell, William D. Dodge and Jack P. Randall. In addition, at the board of directors meeting following the Special Meeting, the board of directors filled a vacancy in the board with Hobart A. Smith; (e) At the Special Meeting, the shareholders approved a 1 for 6 reverse stock split. In addition, the Company called its outstanding 12% Cumulative Convertible Preferred Stock (the "Preferred Stock") for redemption. Such redemption applies to shareholders of record as of May 20, 1998 and will be effective on June 15, 1998; (f) Not applicable; (g) In connection with the Company's reincorporation in the State of Delaware, the Company adopted a new Certificate of Incorporation and Bylaws, which have substantially the same terms as those that the Company had before the reincorporation; (h) The Company has called its Preferred Stock for redemption. The Preferred Stock is traded on the Nasdaq Small-Cap Market, but will be removed from trading upon the redemption; (i) Not Applicable; (j) Not Applicable. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) EPC beneficially owns an aggregate of 4,896,415 shares of Common Stock, representing approximately 26.14%, of the issued and outstanding Common Stock; (b) The Board of Directors of EPC has the sole power to vote or direct the vote and dispose or direct the disposition of the Common Stock EPC owns. Michael E. Johnson and Charles J. Smith each owns 50% of the issued and outstanding Common Stock of EPC. Messrs. Johnson and Smith are the only directors of EPC By reason of their stock ownership in EPC, Messrs. Johnson and Smith may be deemed to possess, indirectly, sole or shared power to vote and dispose of the Common Stock. The filing of this Statement on Schedule 13D shall not, however, be construed as an admission that, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, any person other than EPC has beneficial ownership of the Common Stock; (c) On September 15, 1999, EPC sold 275,000 shares of Common Stock of the Company in a private transaction with a significant shareholder of the Company. In addition, on September 23, 1999, EPC acquired 6,154 shares of Common Stock in connection with the merger of 3DX Technologies, Inc. with and into the Company and the resulting conversion of shares of Common Stock of 3DX Technologies, Inc. into shares of Common Stock. (d) Messrs. Smith and Johnson have the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities set forth in this Schedule 13D/A. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Company has entered into a registration rights agreement (the "Registration Rights Agreement") with EPC (among others), a copy of which is attached hereto as Exhibit B. Subject to certain conditions, EPC has three demand registration rights exercisable at any time after June 30, 1998. EPC has utilized one of the three demand registration rights, and a Registration Statement on Form SB-2 has been filed and declared effective with respect to, among others, the resale of the 5,165,261 shares issued to EPC in connection with the Acquisition Agreement and the 12,500 shares issuable to EPC upon the exercise of outstanding warrants. In addition, the Registration Rights Agreement affords to EPC the rights to participate in registrations initiated by the Company or, under certain conditions, another party. On September 15, 1999 EPC sold 275,000 shares of Common Stock of the Company. EPC retains a right to repurchase such shares, which right expires on May 5, 2000 if not exercised on or before such date. Item 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A: Acquisition Agreement and Plan of Exchange dated as of January 13, 1998 between the Company, EPC and Aspect Resources LLC.* EXHIBIT B: Registration Rights Agreement dated May 14, 1998 by and among the Company, EPC and Aspect Resources LLC.** SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set froth in this statement is true, complete and correct. Date: October 20, 1999 ESENJAY PETROLEUM CORPORATION ---------------------------------------- (Date) /s/ MIchael E. Johnson ---------------------------------------- (Signature) Michael E. Johnson/ President ---------------------------------------- (Name/Title) - -------------- * (filed as an Exhibit to Schedule 13D dated May 27, 1998) ** (filed as an Exhibit to Schedule 13D dated May 27, 1998) -----END PRIVACY-ENHANCED MESSAGE-----