-----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, FwCWQNMPs/ah1KLvLuBh2Rw3ayEeI3w4Mw0VTRp86F/RVI/AfeE8B6pO3tD94hGC Nw5DQmZgVHaPsUS/rqbnkw== 0000950129-98-001924.txt : 19980508 0000950129-98-001924.hdr.sgml : 19980508 ACCESSION NUMBER: 0000950129-98-001924 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980507 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARCOR ENERGY INC CENTRAL INDEX KEY: 0000315272 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330234380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-32045 FILM NUMBER: 98612070 BUSINESS ADDRESS: STREET 1: FIVE POST OAK PARK STREET 2: STE 2220 CITY: HOUSTON STATE: TX ZIP: 77027-3413 BUSINESS PHONE: 7139611804 FORMER COMPANY: FORMER CONFORMED NAME: PANGEA PETROLEUM CO DATE OF NAME CHANGE: 19880120 FORMER COMPANY: FORMER CONFORMED NAME: POLLOCK PETROLEUM INC DATE OF NAME CHANGE: 19840807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SENECA WEST CORP CENTRAL INDEX KEY: 0001059151 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA ST STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136542600 MAIL ADDRESS: STREET 1: 1201 LOUISIANA ST STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77002 SC 14D1/A 1 SENECA WEST CORP FOR HARCOR ENERGY INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FINAL AMENDMENT TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- HARCOR ENERGY, INC. (Name of Subject Company) SENECA WEST CORP. A WHOLLY OWNED SUBSIDIARY OF SENECA RESOURCES CORPORATION WHICH IS A WHOLLY OWNED SUBSIDIARY OF NATIONAL FUEL GAS COMPANY (BIDDERS) COMMON STOCK, $.10 PAR VALUE (Title of Class of Securities) 411 628 209 (CUSIP Number of Class of Securities) --------------------- JOHN F. MCKNIGHT VICE PRESIDENT -- LAND AND LEGAL SENECA RESOURCES CORPORATION 1201 LOUISIANA, SUITE 400 HOUSTON, TX 77002 (713) 654-2643 FAX: (713) 654-2659 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) With a Copy To: GARY W. ORLOFF BRACEWELL & PATTERSON, L.L.P. SOUTH TOWER PENNZOIL PLACE 711 LOUISIANA STREET, SUITE 2900 HOUSTON, TX 77002 (713) 221-1306 FAX: (713) 221-1212 ================================================================================ 2 SCHEDULE 14D-1 CUSIP NO.: 411 628 209 - --------------------------------------------------------------------------- (1) Name of Reporting Persons IRS Identification No. of above person Seneca West Corp. - --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a)[ ] N/A (b)[ ] - --------------------------------------------------------------------------- (3) SEC use only - --------------------------------------------------------------------------- (4) Source of Funds - --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - --------------------------------------------------------------------------- (7) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - --------------------------------------------------------------------------- (8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] - --------------------------------------------------------------------------- (9) Percent of Class Represented by Amount in Row (7) 0% - --------------------------------------------------------------------------- (10) Type of Reporting Person CO - ---------------------------------------------------------------------------
1 3 SCHEDULE 14D-1 CUSIP NO. 411 628 209 - -------------------------------------------------------------------------------- (1) Name of Reporting Persons IRS Identification No. of above person Seneca Resources Corporation - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] N/A (b) [ ] - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of Funds - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Pennsylvania - -------------------------------------------------------------------------------- (7) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- (8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (9) Percent of Class Represented by Amount in Row (7) 0% - -------------------------------------------------------------------------------- (10) Type of Reporting Person CO - -------------------------------------------------------------------------------- 2 4 SCHEDULE 14D-1 CUSIP NO.: 411 628 209 - -------------------------------------------------------------------------------- (1) Name of Reporting Persons IRS Identification No. of above person National Fuel Gas Company - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] N/A (b) [ ] - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization New Jersey - -------------------------------------------------------------------------------- (7) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- (8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (9) Percent of Class Represented by Amount in Row (7) 0% - -------------------------------------------------------------------------------- (10) Type of Reporting Person CO - -------------------------------------------------------------------------------- 3 5 This statement relates to a tender offer by Seneca West Corp., a Delaware corporation (the "Purchaser") and wholly owned subsidiary of Seneca Resources Corporation, a Pennsylvania corporation (the "Parent"), to purchase all outstanding shares (the "Shares") of Common Stock, par value $.10 per share (the "Common Stock") of HarCor Energy, Inc. at $2.00 per Share net to the seller in cash and without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which together constitute the "Offer"). The Parent is a wholly owned subsidiary of National Fuel Gas Company, a New Jersey corporation ("National Fuel"). The Purchaser, the Parent and National Fuel hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 originally filed on April 6, 1998, as amended, with respect to the offer by the Purchaser to purchase the Company's outstanding shares of Common Stock as set forth in this Final Amendment to Schedule 14D-1 and Initial Schedule 13D. On May 5, 1998, the Parent issued the Press Release filed as an Exhibit hereto, announcing the results of the Offer and that it had given notice to the Depositary that it had accepted for payment all Shares tendered prior to the expiration of the Offer. The Offer has terminated, and pursuant to Instruction F of Schedule 14D-1, this Final Amendment and Initial Schedule 13D shall be deemed to satisfy the reporting requirements of Section 13(d) of the Exchange Act with respect to all Common Stock of the Company acquired by the Purchaser pursuant to the Offer as reported herein. ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is HarCor Energy, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at Five Post Oak Park, Suite 2220, Houston, Texas 77027. (b) The information set forth in the Introduction to, and in Section 1, "Terms of the Offer," of the Offer to Purchase is incorporated herein by reference. Further, Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedure set forth in the Offer to Purchase at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may be withdrawn at any time after June 5, 1998. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend the Offer under certain circumstances (subject to the provisions of the Merger Agreement), the Purchaser shall not be required to accept for payment or, subject to the applicable rules and regulations of the Commission, purchase or pay for, and may delay the acceptance for payment of or, subject to the applicable rules and regulations of the Commission, payment for, any Shares tendered pursuant to the Offer, may amend the Offer as to any Shares not then accepted for payment and may terminate the Offer and not accept for payment any Shares, if (i) the Minimum Condition has not been satisfied or (ii) at any time on or after the date of execution of the Merger Agreement and before the Expiration Date pursuant to the Offer, any of the events described in Section 14 of the Offer to Purchase shall have occurred. (c) The information set forth in Section 6, "Price Range of Shares; Dividends," of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by the Purchaser, the Parent and National Fuel. The information set forth in the Introduction to, and in Section 9, "Certain Information Concerning the Purchaser, the Parent and National Fuel," and Schedule I, "Information Concerning the Directors and Executive Officers of National Fuel, the Parent and the Purchaser," of the Offer to Purchase is incorporated herein by reference. (a)-(d) and (g) The name, residence or business address, citizenship, present principal occupation or employment and material occupations during the last 5 years of each executive officer and director of National Fuel, the Parent and the Purchaser is set forth in Schedule I of the Offer to Purchase. 4 6 (e) and (f) During the last five years, neither National Fuel, the Parent, the Purchaser nor any of the persons listed in Schedule I of the Offer to Purchase has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, or finding any violation of federal or state securities laws. ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a) and (b) The information set forth in the Introduction to, and in Section 9, "Certain Information Concerning the Purchaser, the Parent and National Fuel," Section 10, "Background of the Offer; Contacts with the Company," and Section 12, "The Merger Agreement; Confidentiality Agreement," of the Offer to Purchase is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) and (b) The information set forth in Section 13, "Source and Amount of Funds," of the Offer to Purchase is incorporated herein by reference. National Fuel will obtain the funds required in connection with the Offer and Merger either by using internally generated funds on hand or by drawing on uncommitted lines of credit or both. These lines of credit currently total more than $600 million, do not require additional arrangements for finalization and do not contain conditions to borrowing. When called upon, borrowings are evidenced by entries on a grid note. National Fuel has uncommitted lines of credit with, among others, The Chase Manhattan Bank, CitiBank, Marine Midland Bank, Industrial Bank of Japan, and Fleet Financial Corporation. The Purchaser required $31,100,000 from National Fuel to purchase the Shares pursuant to the Offer. National Fuel was already borrowing from PNC Bank, BNL Bank, Fleet Financial Corporation and Marine Midland Bank on the date the Purchaser needed such funds. National Fuel therefore utilized $1,219,202.66 of internally generated funds and borrowed the remainder of the necessary funds by drawing on the uncommitted lines of credit with such banks. The name of the bank, the allocated amount borrowed and the initial interest rate of each borrowing are, respectively, PNC Bank -$13,431,893.69 at 5.530852%, BNL Bank - $4,132,890.37 at 5.54%, Fleet Financial Corporation - $7,025,913.62 at 5.56% and Marine Midland Bank - $5,290,099.67 at 5.56%. (c) Not applicable. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a)-(e) The information set forth in the Introduction to, and in Section 11, "Purpose of the Offer and the Merger; Plans for the Company," and Section 13, "Source and Amount of Funds," of the Offer to Purchase is incorporated herein by reference. National Fuel will obtain the funds required in connection with the Offer and Merger either by using internally generated funds on hand or by drawing on uncommitted lines of credit or both. These lines of credit currently total more than $600 million, do not require additional arrangements for finalization and do not contain conditions to borrowing. When called upon, borrowings are evidenced by entries on a grid note. National Fuel has uncommitted lines of credit with, among others, The Chase Manhattan Bank, CitiBank, Marine Midland Bank, Industrial Bank of Japan, and Fleet Financial Corporation. The Purchaser required $31,100,000 from National Fuel to purchase the Shares pursuant to the Offer. National Fuel was already borrowing from PNC Bank, BNL Bank, Fleet 5 7 Financial Corporation and Marine Midland Bank on the date the Purchaser needed such funds. National Fuel therefore utilized $1,219,202.66 of internally generated funds and borrowed the remainder of the necessary funds by drawing on the uncommitted lines of credit with such banks. The name of the bank, the allocated amount borrowed and the initial interest rate of each borrowing are, respectively, PNC Bank -$13,431,893.69 at 5.530852%, BNL Bank - $4,132,890.37 at 5.54%, Fleet Financial Corporation - $7,025,913.62 at 5.56% and Marine Midland Bank - $5,290,099.67 at 5.56%. (f) and (g) The information set forth in Section 7, "Effect of the Offer on the Market for the Shares; Exchange Listing and Exchange Act Registration; Margin Regulations," of the Offer to Purchase is incorporated herein by reference. Other than as set forth in the Introduction to, or the above-referenced sections of, the Offer to Purchase, the Purchaser has no plans or proposals that relate to, or would result in, any transaction, change or other occurrence with respect to the Company or the Shares that is not set forth in any of paragraphs (a) through (g) of Item 5 of the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) and (b) The information set forth in the Introduction to, and in Section 9, "Certain Information Concerning the Purchaser, the Parent and National Fuel," and Section 12, "The Merger Agreement; Confidentiality Agreement," of the Offer to Purchase is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in the Introduction to, and in Section 9, "Certain Information Concerning the Purchaser, the Parent and National Fuel," Section 10, "Background of the Offer; Contacts with the Company," and Section 12, "The Merger Agreement; Confidentiality Agreement," of the Offer to Purchase is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in Section 16, "Fees and Expenses," of the Offer to Purchase is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. The information set forth in Section 9, "Certain Information Concerning the Purchaser, the Parent and National Fuel," including the financial statements and the notes thereto incorporated by reference in Section 9, is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (a) The information set forth in the Introduction to, and in Section 11, "Purpose of the Offer and the Merger; Plans for the Company," of the Offer to Purchase is incorporated herein by reference. (b) and (c) The information set forth in the Introduction to, and in Section 15, "Certain Legal Matters," of the Offer to Purchase is incorporated herein by reference. (d) The information set forth in Section 7, "Effect of the Offer on the Market for the Shares; Exchange Listing and Exchange Act Registration; Margin Regulations," of the Offer to Purchase is incorporated herein by reference. (e) None. (f) Reference is hereby made to the Offer to Purchase and the Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and which are incorporated herein by reference in their entirety. 6 8 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase, dated April 6, 1998. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Text of Press Release, dated January 23, 1998, issued by the Company. (a)(8) Text of Joint Press Release, dated March 31, 1998, issued by the Company and the Parent. (a)(9) Form of Summary Advertisement, dated April 6, 1998. (a)(10) Letter to Company stockholders, dated April 6, 1998. (a)(11)* Text of Press Release, dated May 5, 1998, issued by the Parent. (c)(1) Agreement and Plan of Merger, dated as of March 31, 1998 among the Company, the Purchaser and the Parent. (c)(2) Confidentiality Agreement, dated as of March 17, 1997 between Dillon, Read & Co. Inc. and the Parent.
- --------------- *Filed herewith. 7 9 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. SENECA WEST CORP. By: /s/ WILLIAM M. PETMECKY ---------------------------------- Name: William M. Petmecky Title: President Dated: May 6, 1998 8 10 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. SENECA RESOURCES CORPORATION By: /s/ JAMES A. BECK ---------------------------------------- Name: James A. Beck Title: President Dated: May 6, 1998 9 11 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. NATIONAL FUEL GAS COMPANY By: /s/ JOSEPH PAWLOWSKI ---------------------------------- Name: Joseph Pawlowski Title: Treasurer Dated: May 6, 1998 10 12 EXHIBIT INDEX
EXHIBIT NO. ----------- (a)(1) Offer to Purchase, dated April 6, 1998. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Text of Press Release, dated January 23, 1998, issued by the Company. (a)(8) Text of Joint Press Release, dated March 31, 1998, issued by the Company and the Parent. (a)(9) Form of Summary Advertisement, dated April 6, 1998. (a)(10) Letter to Company stockholders, dated April 6, 1998. (a)(11)* Text of Press Release, dated May 5, 1998, issued by the Parent. (c)(1) Agreement and Plan of Merger, dated as of March 31, 1998 among the Company, the Purchaser and the Parent. (c)(2) Confidentiality Agreement, dated as of March 17, 1997 between Dillon, Read & Co. Inc. and Parent.
- --------------- *Filed herewith. 11 EX-99.A11 2 TEXT OF PRESS RELEASE, DATED 5/5/98 1 EXHIBIT (a)(11) SENECA RESOURCES ANNOUNCES CONSUMMATION OF TENDER OFFER FOR HARCOR ENERGY HOUSTON -- May 5/PRNewswire/ -- Seneca Resources Corporation, the exploration and production subsidiary of National Fuel Gas Company (NYSE: NGF) today announced that the tender offer made by Seneca West Corp., a wholly-owned subsidiary of Seneca Resources, for all of the outstanding shares of Common Stock of HarCor Energy, Inc. (Nasdaq: HARC) for $2.00 per share net in cash expired at 12:00 midnight, New York City time, on May 4, 1998. As of the expiration of the tender offer and based on preliminary information supplied by the depositary for the offer, 15,506,632 shares, representing approximately 95.3% of the outstanding shares of HarCor Common Stock, were tendered in accordance with the tender offer. Immediately after the expiration of the tender offer, Seneca West gave notice to the depositary for the offer that Seneca West accepted for payment all of the shares of HarCor Common Stock tendered prior to the expiration of the offer. The tender offer was commenced pursuant to the terms of an Agreement and Plan of Merger among HarCor, Seneca Resources and Seneca West which provides for the merger of Seneca West with and into HarCor following the successful consummation of the tender offer. Accordingly, all shares of HarCor Common Stock that are not purchased pursuant to the tender offer (other than shares owned Seneca West and its affiliates and shares as to which statutory appraisal rights are exercised) will be converted in the merger into the right to receive $2.00 per share, net in cash without interest. Because Seneca West has acquired at least 90% of the outstanding shares of HarCor Common Stock, the merger does not require any further action by the board of directors or stockholders of HarCor. Accordingly, Seneca West intends to consummate the merger immediately. HarCor is a Houston-based independent oil and gas company with properties located primarily on the west side of the San Joaquin Basin in Kern County, California. National Fuel Gas Company is an integrated energy company with operations in all segments of the natural gas industry, including utility, pipeline and storage, exploration and production, and marketing operations. Seneca Resources Corporation, headquartered in Houston, Texas, explores for and produces natural gas and oil in the lower 48 states and the Gulf of Mexico. Additional information about National Fuel is available on its Internet Web site (http://www.natfuel.com) or via its telephonic investor information service at 800-334-2188. -----END PRIVACY-ENHANCED MESSAGE-----