SC TO-T 1 h95090tscto-t.txt SANTOS AMERICAS FOR ESENJAY EXPLORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ESENJAY EXPLORATION, INC. (Name of Subject Company (issuer)) ECM ACQUISITION COMPANY SANTOS AMERICAS AND EUROPE CORPORATION (Names of Filing Persons (offerors)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 29642610 (CUSIP Number of Class of Securities) Kathleen A. Hogenson Santos Americas and Europe Corporation 10111 Richmond Ave., Suite 500 Houston, Texas 77042 (713) 986-1700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: James L. Leader Baker Botts L.L.P. One Shell Plaza 910 Louisiana Houston, Texas 77002-4995 (713) 229-1234 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** ---------------------- ---------------------- $55,783,838 $5,133 ---------- * For purposes of calculating amount of filing fee only. This amount assumes (i) the purchase of all outstanding shares of common stock, par value $.01 per share, of Esenjay Exploration, Inc. (19,121,568 shares as of March 1, 2002) at a purchase price of $2.84 per share, (ii) the payment of cash in respect of outstanding in-the-money options to purchase shares (2,287,169 shares as of March 1, 2002) at a purchase price of $2.84 per share less the weighted average exercise price of such options of $2.34 per share, and (iii) the payment of cash in respect of outstanding in-the-money warrants to purchase shares (250,000 shares as of March 1, 2002) at a purchase price of $2.84 per share less the weighted average exercise price of such warrants of $1.50 per share. ** The amount of the filing fee equals $92 per $1 million of the value of the transaction. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ---------------------------------------------------------------------- ---------------------------------------------------------------------- 2 This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to an offer by ECM Acquisition Company (the "Purchaser," "we" or "us"), a Delaware corporation and a direct wholly owned subsidiary of Santos Americas and Europe Corporation, a Delaware corporation ("Santos"), to purchase all outstanding shares of common stock, par value $.01 per share, of Esenjay Exploration, Inc. ("Esenjay") at a purchase price of $2.84 per share, net to the seller in cash, without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase dated March 26, 2002 and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the "offer") that are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of the Purchaser and Santos. Santos has entered into a Stockholders Agreement, dated as of March 17, 2002 (the "Stockholders Agreement") with certain stockholders of Esenjay (the "Tendering Stockholders") in which the Tendering Stockholders have agreed to tender an aggregate of 10,035,392 shares of common stock that they own (the "committed shares") under the offer. In addition, the Tendering Stockholders have agreed to vote the committed shares in favor of consummation of the offer and the follow-on merger should any vote of stockholders be taken in connection therewith. Additional information about the Stockholders Agreement is contained in section 12 ("Purpose of the Offer; The Transaction Agreements; Plans for Esenjay") of the Offer to Purchase. All information set forth in the Offer to Purchase, including all schedules and annexes thereto, filed as Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in response to all Items of this Schedule TO and is supplemented by the information specifically provided herein. ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Not applicable. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS. (a)(1)(A) Offer to Purchase, dated March 26, 2002 (a)(1)(B) Letter of Transmittal (a)(1)(C) Notice of Guaranteed Delivery (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9 (a)(1)(G) Press release issued by Santos Ltd on March 18, 2002 (incorporated herein by reference to the Schedule TO filed March 19, 2002) (a)(1)(H) Summary Advertisement, published March 26, 2002 (b) None (d)(1) Agreement dated March 17, 2002 by and among Santos Americas and Europe Corporation, ECM Acquisition Company and Esenjay Exploration, Inc. (d)(2) Stockholders Agreement dated March 17, 2002 by and between the Tendering Stockholders and Santos Americas and Europe Corporation (d)(3) Option Agreement dated March 17, 2002 by and between the stockholders signatory thereto and Santos Americas and Europe Corporation (g) None (h) None
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 3 SIGNATURE After due 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: March 26, 2002 ECM ACQUISITION COMPANY By: /s/ KATHLEEN A. HOGENSON ------------------------ Kathleen A. Hogenson President SANTOS AMERICAS AND EUROPE CORPORATION By: /s/ KATHLEEN A. HOGENSON ------------------------ Kathleen A. Hogenson President 4 INDEX OF EXHIBITS (a)(1)(A) Offer to Purchase, dated March 26, 2002 (a)(1)(B) Letter of Transmittal (a)(1)(C) Notice of Guaranteed Delivery (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9 (a)(1)(G) Press release issued by Santos Ltd on March 18, 2002 (incorporated herein by reference to the Schedule TO filed March 19, 2002) (a)(1)(H) Summary Advertisement, published March 26, 2002 (b) None (d)(1) Agreement dated March 17, 2002 by and among Santos Americas and Europe Corporation, ECM Acquisition Company and Esenjay Exploration, Inc. (d)(2) Stockholders Agreement dated March 17, 2002 by and between the Tendering Stockholders and Santos Americas and Europe Corporation (d)(3) Option Agreement dated March 17, 2002 by and between the stockholders signatory thereto and Santos Americas and Europe Corporation (g) None (h) None
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