-----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, B+ISITrFTfNQwkSS4tOnJANak/y/ieaGrmBLQ9GCe/3+3mae3X4gcciPD8zdRvIe IYLzxDs4xAKVq5egFQqRGA== 0000932384-99-000259.txt : 19991018 0000932384-99-000259.hdr.sgml : 19991018 ACCESSION NUMBER: 0000932384-99-000259 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991005 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: 99723366 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: ASPECT RESOURCES LLC CENTRAL INDEX KEY: 0001062526 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 511 16TH ST STREET 2: STE 300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035737011 MAIL ADDRESS: STREET 1: 511 16TH ST STREET 2: STE 300 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 2 [ARLLC] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ESENJAY EXPLORATION, INC. (Name of Issuer) ------------------------------------ COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) ------------------------------------ 296426109 (CUSIP Number) ------------------------------------ ALEX M. CRANBERG WITH COPIES TO: ASPECT RESOURCES LLC CHARLES D. BYBEE, ESQ. 511 16TH STREET, SUITE 300 DAVIS, GRAHAM & STUBBS LLP DENVER, COLORADO 80202 370 17TH STREET, SUITE 4700 (303) 573-7011 DENVER, COLORADO 80202 (303) 892-9400 (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. o Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). Page 1 of 6 Pages - -------------------------------------------------------------------------------- CUSIP No. 296426109 SCHEDULE 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ASPECT RESOURCES LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION COLORADO - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 4,661,856 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,661,856 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,661,856 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY 24.89%, BASED UPON 18,730,049 SHARES OF COMMON STOCK OUTSTANDING. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- Esenjay Exploration, Inc. Page 3 of 6 Pages SCHEDULE 13D/A-2 October 5, 1999 Item 1. SECURITY AND ISSUER The equity securities to which this statement on Schedule 13D/A relates are 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 CCNB Center South, 500 Water Street, Suite 1100, Corpus Christi, Texas 78471. Item 2. IDENTITY AND BACKGROUND (a) Aspect Resources LLC ("Aspect") (b) State of Organization: Colorado Address: 511 16th Street, Suite 300 Denver, Colorado 80202 (c) Principal Business Activity: Oil and gas exploration. (d)-(e) During the last five years, Aspect 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. (f) Not Applicable. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Of the 4,661,856 shares of Common Stock owned by Aspect: (i) 4,203,106 shares were issued pursuant to an Acquisition Agreement and Plan of Exchange, dated as of January 19, 1998, among the Company, Aspect and Esenjay Petroleum Corporation (the "Acquisition Agreement"). The shares of Common Stock issued pursuant to the Acquisition Agreement were issued in exchange for interests in oil and gas exploration projects. (ii) 18,750 shares are issuable upon the exercise of warrants issued to Aspect in connection with certain financing transactions. (iii) 165,000 shares of Common Stock were purchased by Aspect on July 21, 1998 by Aspect in a public offering of Common Stock by the Company. The aggregate purchase price for such shares was $660,000. Aspect purchased such shares using its working capital. Esenjay Exploration, Inc. Page 4 of 6 Pages SCHEDULE 13D/A-2 October 5, 1999 (iv) 275,000 shares of Common Stock were purchased by Aspect on September 15, 1999 in a private transaction. The aggregate purchase price for such shares was $550,000. Aspect purchased such shares using its working capital. Item 4. PURPOSE OF TRANSACTION Aspect acquired its Common Stock in connection with those transactions detailed at Item 3. Aspect 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 14, 1998 at which seven directors were elected. Such directors were 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. (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 redeemed its Preferred Stock. (i) Not Applicable. (j) Not Applicable. Esenjay Exploration, Inc. Page 5 of 6 Pages SCHEDULE 13D/A-2 October 5, 1999 Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aspect beneficially owns an aggregate of 4,661,856 shares of Common Stock, representing approximately 24.89% of the issued and outstanding Common Stock. Such shares include 18,750 shares issuable upon the exercise of warrants. (b) Aspect is a limited liability company that is managed by Aspect Management Corporation ("Aspect Management"). Alex M. Cranberg and his wife own all of the stock of Aspect Management. Mr. Cranberg and other entities controlled by Mr. Cranberg own approximately 62% of Aspect. Mr. Cranberg and his wife are the only directors of Aspect Management. By reason of his ownership in Aspect Management and Aspect, Mr. Cranberg may be deemed to possess, indirectly, 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 Aspect has beneficial ownership of the Common Stock. (c) On September 15, 1999, Aspect purchased 275,000 shares of Common Stock in a private transaction. (d) Aspect Management and Mr. Cranberg 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-2. (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 Aspect (among others). Subject to certain conditions, Aspect has three demand registration rights exercisable at any time after June 30, 1998. Aspect 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 4,203,106 shares issued to Aspect in connection with the Acquisition Agreement and the 18,750 shares issuable to Aspect upon the exercise of outstanding warrants. In addition, the Registration Rights Agreement affords to Aspect the right to participate in registrations initiated by the Company or, under certain conditions, another party. The entity that sold Aspect 275,000 shares of Common Stock on September 5, 1999 has a right of repurchase such shares, which right expires on May 5, 2000 if not exercised on or before such date. Esenjay Exploration, Inc. Page 6 of 6 Pages SCHEDULE 13D/A-2 October 5, 1999 Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A -- Acquisition Agreement and Plan of Exchange dated as of January 19, 1998 between the Company, Aspect and Esenjay Petroleum Corporation (filed as an exhibit to Schedule 13D dated May 14, 1998) Exhibit B -- Registration Rights Agreement dated May 14, 1998 by and among the Company, Aspect and Esenjay Petroleum Corporation (filed as an exhibit to Schedule 13D dated May 14, 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: October 5, 1999 ASPECT RESOURCES LLC By: Aspect Management Corporation Its Manager /S/ ALEX M. CRANBERG ------------------------------------------- By: Alex M. Cranberg Title: President -----END PRIVACY-ENHANCED MESSAGE-----