-----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, AONkdmyPjJjEUjE6JhEXgL4XWK0OSF3n8zDZaWzx0igb4cXEfrQwiKCv64QVvqyb oXVIHdMzs7uyj8goBduTzA== 0000908737-97-000149.txt : 19970411 0000908737-97-000149.hdr.sgml : 19970411 ACCESSION NUMBER: 0000908737-97-000149 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970410 SROS: NASD GROUP MEMBERS: HANCOCK JOHN ENERGY RESOURCES MANAGEMENT INC GROUP MEMBERS: JOHN HANCOCK SUBSIDIARIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN RESOURCES INC CENTRAL INDEX KEY: 0000353943 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840834147 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34061 FILM NUMBER: 97577903 BUSINESS ADDRESS: STREET 1: 1000 WRITER SQ STREET 2: 1512 LARIMER ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035340400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN ENERGY RESOURCES MANAGEMENT INC CENTRAL INDEX KEY: 0001021954 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043006828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CORPORATE LAW DIVISION T-55 STREET 2: PO BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 MAIL ADDRESS: STREET 1: CORPORATE LAW DIVISION STREET 2: PO BOX 111 CITY: BOSTON STATE: MA ZIP: 02117 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Resources, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 299900 30 8 (CUSIP Number) Margaret Stapleton President John Hancock Energy Resources Management, Inc. John Hancock Plaza P.O. Box 111 Boston, MA (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 14, 1996 (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 / /. 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). SCHEDULE 13D CUSIP No. 299900 30 8 Page 2 of 15 Pages NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Hancock Subsidiaries, Inc. I.R.S. No. 04-2687223 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,592,716 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,592,716 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,592,716 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 299900 30 8 Page 3 of 15 Pages NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Hancock Energy Resources Management, Inc. I.R.S. No. 04-3006828 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,592,716 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,592,716 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,592,716 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 299900 30 8 Page 4 of 15 Pages Item 1. Security and issuer. The class of equity securities to which this statement relates is the Common Stock, No Par Value ("Common Stock"), of Evergreen Resources, Inc., a Colorado corporation ("Evergreen"), with principal executive offices at 1000 Writer Square, 1512 Larimer Street, Denver, Colorado 80202. Item 2. Identify and background. The persons filing this statement are John Hancock Subsidiaries, Inc., a Delaware corporation ("JHSI"), and John Hancock Energy Resources Management, Inc., a Delaware corporation and wholly owned subsidiary of JHSI ("JHERM"). JHSI is a wholly owned subsidiary of John Hancock Mutual Life Insurance Company, a Massachusetts corporation ("JHMLICO"). JHMLICO has filed a separate statement on Schedule 13G with respect to its beneficial ownership of Common Stock. JHSI's principal business is as a holding company for certain subsidiaries of JHMLICO. JHERM's principal business is acting, directly or indirectly, as a general partner of funds engaged in providing investment opportunities and projects related to the generation of electricity and/or steam, refinement of fuels or control of pollution. The principal business offices for JHSI are located at John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117. The principal business offices of JHERM are located at 200 Berkley Street, P.O. Box 111, Boston, Massachusetts 02117. The directors and executive officers of JHERM, JHSI and JHMLICO and their principal occupations are identified on Attachments A, B and C hereto, respectively. Except as otherwise indicated therein, each has a business address at P.O. Box 111, Boston, Massachusetts 02117, is a citizen of the United States of America and has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been party to any civil proceeding which resulted in 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. The transactions reported herein were entered into by Energy Investors Fund, L.P., a Delaware limited partnership ("Fund I") and Energy Investors Fund II, L.P., a Delaware limited partnership ("Fund II" and, together with Fund I, the "Funds"). Fund I is controlled by its general partner, Energy Investors Partners, L.P., a Delaware limited partnership ("Partners I"), which in turn is 50% controlled by each of JHERM and EIF Investors, Inc., a Delaware corporation ("Investors"). Partners I has an additional general partner with no direct ownership interest; this additional general partner is owned by JHERM and Investors. Fund II is controlled by its general partner, Energy Investors Partners II, L.P., a Delaware limited partnership ("Partners II"), which in turn is 50% controlled by each of JHERM and Investors. Partners II has an additional general partner with no direct ownership interest; this additional general partner is SCHEDULE 13D CUSIP No. 299900 30 8 Page 5 of 15 Pages owned by JHERM and Investors. Fund I, Partners I, Fund II, Partners II and Investors (collectively, the "Fund Companies") have previously filed a separate statement on Schedule 13D with respect to the transactions reported herein (the "Fund Companies' 13D"). Fund I is the direct beneficial owner of 378,952 shares of Common Stock, including 70,000 shares held prior to the transactions reported below. Fund II is the direct beneficial owner of 1,213,764 shares of the Common Stock, including 70,000 shares held prior to the transactions reported below. JHSI may be deemed the beneficial owner of securities beneficially owned by JHERM. By virtue of its position as a general partner of Partners I and Partners II, JHERM may be deemed the beneficial owner of securities beneficially owned by the Funds. JHERM and JHSI disclaim beneficial ownership of such securities, except to the extent of their pecuniary interests therein. Item 3. Source and amount of funds or other consideration. As more specifically described in the Fund Companies' 13D, on August 14, 1996, Fund I acquired 294,500 shares of Common Stock in exchange for (a) $57,810 cash, and (b) certain partnership interests valued at $1,893,253, and Fund II acquired 724,369 shares of Common Stock in exchange for (a) $142,190 cash, and (b) certain partnership interests valued at $4,656,752. Also as more specifically described in the Fund Companies' 13D, on January 8, 1997, pursuant to an agreement with Evergreen, Fund II converted 1,500,000 shares of the 8% Convertible Preferred Stock of Evergreen (the "Preferred Stock") into Common Stock. Pursuant to the January 8 agreement (the "Conversion Agreement"), the conversion was effected at a per share conversion price of $6.50, which resulted in the issuance by Evergreen to Fund II of 230,770 shares of Common Stock. The conversion of the Preferred Stock, pursuant to the Conversion Agreement, was given financial effect as of December 1, 1996. At the time of conversion of the Preferred Stock, Evergreen also paid to Fund II, in shares of Common Stock, the accrued but unpaid dividend in respect of the Preferred Stock. The amount of the dividend was $20,000, and the number of shares issued in lieu of cash in payment of the dividend was 3,077. Evergreen also issued to Fund I and Fund II an aggregate of 50,000 5-year warrants, each to purchase one share of Common Stock at an exercise price of $7.80 per share (the "$7.80 Warrants"). Of the 50,000 $7.80 Warrants, 14,452 were issued to Fund I, and 35,548 were issued to Fund II. In addition, Evergreen issued to Fund II 150,000 5-year warrants, each to purchase one share of Common Stock at an exercise price of $7.00 per share (the "$7.00 Warrants"). Upon conversion of the Preferred Stock, five Class B Warrants of Evergreen held by Fund II, each to purchase 35,971.23 shares of Common Stock expired in accordance with their terms. SCHEDULE 13D CUSIP No. 299900 30 8 Page 6 of 15 Pages Item 4. Purpose of transaction. The transactions requiring the filing of this statement are described in Item 3 above. The transactions were entered into principally for investment purposes. JHERM and JHSI may make purchases of Common Stock, in the open market or in private transactions, depending on their analysis of their business, prospects and financial condition, the market for such stock, other investment and business opportunities available to JHERM and JHSI, general economic and stock market conditions, proposals from time to time sought by or presented to them and other factors. JHERM and JHSI intend to closely monitor their investment and may from time take advantage of opportunities presented to them. They may in the future also formulate plans or proposals regarding Evergreen, including possible future plans or proposals concerning events or transactions of the kind described in paragraphs (a) through (j) below. Depending upon JHERM's and JHSI's continuing review of their investments and various other factors, including those mentioned above, JHERM and JHSI may (subject to any applicable securities laws) decide to sell all or any part of the Common Stock beneficially owned by them, although they have no current plans to do so. Except as set forth in this Item 4, JHERM and JHSI do not have any plans or proposals which would related to or result in: (a) The acquisition by any person of additional securities of Evergreen, or the disposition of securities of Evergreen; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Evergreen or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Evergreen or any of its subsidiaries; (d) Any change in the present board of directors or management of Evergreen including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of Evergreen; (f) Any other material change in Evergreen's business or corporate structure; (g) Changes in Evergreen's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Evergreen by any person; SCHEDULE 13D CUSIP No. 299900 30 8 Page 7 of 15 Pages (h) Causing a class of securities of Evergreen to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Evergreen becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in securities of the issuer. (a) Fund I currently holds 364,500 shares of Common Stock and, by virtue of its holdings of $7.80 Warrants, has the right to acquire an additional 14,452 shares of Common Stock (an aggregate of 378,952 shares of Common Stock, or approximately 4.0% of the class). Fund II currently holds 1,028,216 shares of Common Stock and, by virtue of its holdings of $7.00 Warrants and $7.80 Warrants, has the right to acquire an additional 185,548 shares of Common Stock (an aggregate of 1,213,764 shares of Common Stock, or approximately 12.7% of the class). JHSI may be deemed the beneficial owner of securities beneficially owned by JHERM. By virtue of its position as a general partner of Partners I and Partners II, JHERM may be deemed the beneficial owner of securities beneficially owned by the Funds. JHERM and JHSI disclaim beneficial ownership of such securities, except to the extent of their pecuniary interests therein. (b) JHSI and JHERM may be considered to share the power to direct the vote or disposition of all shares of Common Stock described in Item 5(a). (c) Other than as may be described in Item 3, no transactions in Common Stock have been effected during the past sixty days by JHERM and JHSI. (d) Other than Investors and its controlling persons, as identified in the Fund Companies' 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this statement. Item 6. Contracts, arrangements, understandings or relationships with respect to securities of the issuer. Under the August 1, 1994 Stock Purchase Agreement pursuant to which the Funds made their initial purchases of Common Stock, the Funds have certain piggyback registration rights with respect to an aggregate 140,000 shares of Common Stock. Evergreen and the Funds entered into a Registration Rights Agreement in connection with the acquisition of Common Stock by the Funds on August 14, 1996. Under the Registration Rights Agreement, Evergreen granted the Funds certain demand and piggyback registration rights with respect to the shares of Common Stock acquired pursuant to the Acquisition Agreement. SCHEDULE 13D CUSIP No. 299900 30 8 Page 8 of 15 Pages Pursuant to the terms of the Conversion Agreement, the shares issuable upon exercise of the $7.80 Warrants and the $7.00 Warrants will be accorded registration rights substantially similar to those provided under the 1996 Registration Rights Agreement. In addition, if Evergreen files a registration statement with respect to any of the Common Stock in the second quarter of 1997, the shares of Common Stock issuable upon exercise of the $7.00 Warrants will be registered in connection therewith. Item 7. Material to be filed as exhibits. The following document is filed as an exhibit to this statement: (a) Joint Filing Agreement (b) Form of $7.00 Warrant and $7.80 Warrant (incorporated by reference to the exhibits to the Fund Companies' 13D) SCHEDULE 13D CUSIP No. 299900 30 8 Page 9 of 15 Pages 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 current. April 10, 1997 JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC. By: /s/ Margaret M. Stapleton Name: Margaret M. Stapleton Title: President JOHN HANCOCK SUBSIDIARIES, INC. By: /s/ John T. Farady Name: John T. Farady Title: Treasurer SCHEDULE 13D CUSIP No. 299900 30 8 Page 10 of 15 Pages
ATTACHMENT A JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC. DIRECTORS AND EXECUTIVE OFFICERS Name Position with JHERM and Present Principal Occupation Joanne P. Acford Director and Counsel -- JHERM; 2nd Vice President & Counsel -- JHMLICO William C. Fletcher Director -- JHERM; President - Independence Investment Associates, Inc. [53 State Street, Boston, Massachusetts 02109] Osbert J. Hood Director and Vice President -- JHERM; Senior Vice President and CFO -- John Hancock Funds Margaret M. Stapleton President-- JHERM; Vice President - Bond Department-- JHMLICO Barry E. Welch Director-- JHERM; Senior Investment Officer - Bond Department-- JHMLICO Gregory P. Winn Director and Vice President -- JHERM; 2nd Vice President Business Planning & Finance -- JHMLICO
SCHEDULE 13D CUSIP No. 299900 30 8 Page 11 of 15 Pages
ATTACHMENT B JOHN HANCOCK SUBSIDIARIES, INC. DIRECTORS AND EXECUTIVE OFFICERS Name Position with JHSI and Present Principal Occupation Foster L. Aborn Director of JHSI; Vice Chairman -- JHMLICO William L. Boyan Director and President of JHSI; President and Chief Operations Officer -- JHMLICO Stephen L. Brown Director and Chairman of JHSI; Chairman and Chief Executive Officer -- JHMLICO Diane M. Capstaff Director of JHSI; Executive Vice President -- JHMLICO David F. D'Alessandro Director of JHSI; Senior Executive Vice President -- JHMLICO Thomas E. Moloney Director of JHSI; Chief Financial Officer -- JHMLICO Richard S. Scipione Director of JHSI; General Counsel -- JHMLICO
SCHEDULE 13D CUSIP No. 299900 30 8 Page 12 of 15 Pages
ATTACHMENT C JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY DIRECTORS AND EXECUTIVE OFFICERS Positions with JHMLICO Business or and Present Principal Name Residential Address Occupation Foster L. Aborn John Hancock Place Vice Chairman -- P.O. Box 111 JHMLICO Boston, MA 02117 Samuel W. Bodman 75 State Street Director -- JHMLICO; Boston, MA 02109-1806 Chairman and Chief Executive Officer of Cabot Corporation Joan T. Bok 25 Research Drive Director -- JHMLICO; Westborough, MA 01581 Chairman of the Board of New England Electric System I. MacAllister Booth 549 Technology Square Director -- JHMLICO; Cambridge, MA 02139 Retired Chairman, President and Chief Executive Officer of Polaroid Corporation Dr. Randolph W. Bromery 263 Alden Street Director -- JHMLICO; Springfield, MA 01109 President of Springfield College William L. Boyan John Hancock Place Director, President and Chief P.O. Box 111 Operations Officer -- Boston, MA 02117 JHMLICO Stephen L. Brown John Hancock Place Chairman of the Board and P.O. Box 111 Chief Executive Officer -- Boston, MA 02117 JHMLICO John M. Connors, Jr. 200 Clarendon Street Director -- JHMLICO; CEO Boston, MA 02116 and Director of Hill, Holiday, Connors, Consmopulos, Inc. SCHEDULE 13D CUSIP No. 299900 30 8 Page 13 of 15 Pages Positions with JHMLICO Business or and Present Principal Name Residential Address Occupation David F. D'Alessandro John Hancock Place Director and Senior P.O. Box 111 Executive Vice President -- Boston, MA 02117 JHMLICO Robert E. Fast, Esq. 60 State Street Director -- JHMLICO; Boston, MA 02109 Senior Partner of Hale and Dorr Dr. Kathleen Foley Feldstein 147 Clifton Street Director -- JHMLICO; Belmont, MA 02178 President of Economics Studies, Inc. Lawrence K. Fish One Citizens Plaza Director -- JHMLICO; Providence, RI 02903-1339 Chairman, President and CEO of Citizens Financial Group, Inc. Nelson S. Gifford 50 Federal Street - Ste 900 Director-- JHMLICO; Boston, MA 02110-2509 Former Chairman and CEO of Dennison Mfg. Corporation Michael C. Hawley Prudential Tower Bldg. Director -- JHMLICO; Boston, MA 02199 President and COO of The Gillette Company John F. Magee Acorn Park Director -- JHMLICO; Cambridge, MA 02140-2390 Chairman of Arthur D. Little, Inc. E. James Morton 1st Floor, Clarendon Bldg. Director -- JHMLICO; P.O. Box 111 Former Chairman and CEO Boston, MA 02117 -- JHMLICO Bruce Skrine John Hancock Place Senior Vice President, P.O. Box 111 Counsel and Secretary -- Boston, MA 02117 JHMLICO Richard F. Syron 86 Trinity Place Director -- JHMLICO; New York, NY 10016 Chairman and Chief Executive Officer of American Stock Exchange SCHEDULE 13D CUSIP No. 299900 30 8 Page 14 of 15 Pages Positions with JHMLICO Business or and Present Principal Name Residential Address Occupation Robert J. Tarr, Jr. 40 White Oak Road Director -- JHMLICO; Wellesley, MA 02181 Former President, CEO, COO and Director of Harcourt General, Inc. and Neiman Marcus, Inc. C. Vincent Vappi 240 Sidney Street Director -- JHMLICO; Cambridge, MA 02139 Former Chairman and Chief Executive Officer of Vappi & Company, Inc.
SCHEDULE 13D CUSIP No. 299900 30 8 Page 15 of 15 Pages EXHIBIT INDEX Exhibit 1. Joint Filing Agreement 2. Form of $7.00 Warrant and $7.80 Warrant (incorporated by reference to the exhibits to the Fund Companies' 13D) EX-99.1 2 EXHIBIT 99.1 AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Evergreen Resources, Inc. or any subsequent acquisitions or dispositions of equity securities of Evergreen Resources, Inc. by any of the undersigned. Dated: April 10, 1997 JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC. By: /s/ Margaret M. Stapleton Name: Margaret M. Stapleton Title: President JOHN HANCOCK SUBSIDIARIES, INC. By: /s/ John T. Farady Name: John T. Farady Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----