-----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, OW0YdEKtM6tiaEVqE4oUOZ8hkoNflBC8Fph3a2v6JsEuuWuK53EbOAskczPhurCT cV+r2y8FaP9rvpUhkUlPrg== 0000893220-98-001338.txt : 19980813 0000893220-98-001338.hdr.sgml : 19980813 ACCESSION NUMBER: 0000893220-98-001338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980812 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGULL ENERGY CORP CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32179 FILM NUMBER: 98683906 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1700 STREET 2: 1001 FIRST CITY TOWER CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7139514700 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1700 STREET 2: 1001 FIRST CITY TOWER CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GROSS LEON S CENTRAL INDEX KEY: 0000904374 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ENTERPRISES INC STREET 2: RIVER PARK HOUSE 3600 COSHOCKEN AVE CITY: PHILADELPHIA STATE: PA ZIP: 19131 BUSINESS PHONE: 2154738674 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Seagull Energy Corporation (Name of Issuer) Common Stock $0.10 Par Value (Title of Class of Securities) 812007-10-2 (CUSIP Number) Steven M. Plon, Esquire, Silverman Coopersmith & Frimmer Two Penn Center Plaza, Suite 910, Philadelphia, PA 19102, (215) 636-4482 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 1998 (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. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the claim of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class). (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d1(a) for other parties to whom copies are to be sent. *The remainder of this coverage page shall be filed 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 action of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 6 13D 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Leon S. Gross S.S. No. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF and 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,119,189 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,119,189 [Shares are subject to Margin Account Agreements] 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,119,189 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% of the issued and outstanding stock 14. TYPE OF REPORTING PERSON* IN PAGE 2 OF 6 *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to the Schedule 13D is being filed by the undersigned in accordance with Rule 13d-2(a) of the general rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and amends the Schedule 13D filed by the undersigned on February 2, 1998 (the "Existing Schedule 13D") to the extent set forth below. Terms defined in the Existing Schedule 13D are used herein as so defined. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Existing Schedule 13D is hereby amended by the addition of the following paragraph: Mr. Gross acquired 201,100 Shares of the Issuer in open market purchases since June 5, 1998, which is the date sixty (60) days prior to the date of the event which requires the filing of this Schedule 13D Amendment. These Shares were acquired at a cost (excluding commissions) of $3,332,650. The funds required for the purchase of the foregoing Shares were provided, in part, by Mr. Gross's personal funds, and, in part, from funds borrowed by Mr. Gross through his margin accounts at the Brokerage Firms. Item 5. Interest in Securities of the Issuer. Item 5(a) of the Existing Schedule 13D is hereby amended to read as follows: (a) Mr. Gross beneficially owns 2,119,189 Shares, representing 3.4% of the 62,243,000 issued and outstanding Shares of the Issuer. Item 5(c) of the Existing Schedule 13D is hereby amended by the addition of the following paragraph: (c) Listed below are the acquisitions and dispositions of Shares by Mr. Gross which have occurred since June 5, 1998. The acquisitions were made through open market purchases. PAGE 3 OF 6 Acquisitions by Mr. Gross since June 5, 1998 Date Number of Shares Price Per Share 6/11/98 1,000 $15.00 6/26/98 800 16.50 6/26/98 8,200 16.50 6/30/98 5,100 16.50 7/09/98 16,000 16.875 7/13/98 5,000 16.50 7/13/98 10,000 16.75 7/13/98 5,000 16.75 7/13/98 50,000 16.50 7/13/98 50,000 16.75 7/13/98 20,000 16.75 7/20/98 30,000 16.125 Dispositions by Mr. Gross since June 5, 1998 Date Number of Shares Price Per Share 6/16/98 1,000 14.3125 6/19/98 1,000 15.125 6/19/98 4,000 15.00 6/19/98 1,000 14.75 6/19/98 4,000 14.625 6/19/98 2,500 14.625 6/19/98 200 14.625 6/19/98 100 14.625 6/19/98 100 14.625 6/19/98 1,000 14.5625 6/19/98 1,000 14.5625 6/19/98 300 14.5625 6/19/98 1,000 14.5625 7/23/98 9,100 14.5625 7/24/98 92,700 14.0284 7/24/98 5,100 13.875 7/24/98 1,000 13.8125 7/21/98 4,900 13.75 7/28/98 2,000 13.00 7/28/98 10,000 13.00 7/28/98 10,000 12.9375 PAGE 4 AND 6 7/29/98 1,900 12.8125 7/29/98 5,100 12.875 7/29/98 1,000 13.125 7/29/98 8,000 13.125 7/29/98 1,000 13.1875 7/29/98 3,000 12.875 7/29/98 90,100 12.8058 7/30/98 40,000 13.3313 7/30/98 25,000 13.125 7/31/98 10,000 12.75 7/31/98 5,000 12.875 7/31/98 10,000 12.9375 7/31/98 25,000 13.00 7/31/98 5,000 12.875 8/03/98 12,000 12.00 8/03/98 20,000 12.0328 8/03/98 10,500 12.4375 8/03/98 400 12.4375 8/03/98 13,100 11.9375 8/03/98 25,000 12.625 8/03/98 21,000 12.625 8/04/98 200 11.75 8/04/98 7,000 12.2589 8/04/98 20,000 11.5875 8/04/98 200,000 11.5238 8/04/98 200,000 12.00 8/04/98 80,000 11.5398 8/05/98 20,000 11.65 8/05/98 50,000 11.7385 8/05/98 6,000 11.625 8/05/98 3,500 11.9375 8/05/98 5,000 11.875 8/05/98 24,000 11.75 8/05/98 5,400 11.75 8/05/98 2,100 11.625 8/06/98 5,000 12.00 8/06/98 8,500 11.625 8/06/98 6,000 11.625 8/06/98 500 11.6875 8/06/98 200,000 11.7988 PAGE 5 OF 6 Item 6. Contracts, Arrangements, Understanding or Relationship With Respect to Securities of the Issuer. Item 6 of the Existing Schedule 13D is hereby amended by the addition of the following paragraph: (b) Since the filing of the Existing Schedule 13D, Mr. Gross has added to,reduced and moved Shares among the margin accounts he has with the following Brokerage Firms. As of August 6, 1998, Mr. Gross' Shares are pledged as follows: Brokerage Firm Number of Shares Advest 96,728 Dean Witter 558,356 Donaldson, Lufkin & Jenrette 274,400 Goldman Sachs 67,065 Gruntal 6,500 Lehman Brothers 1,096,500 Merrill Lynch 19,600 Smith Barney 40 ____________ TOTAL 2,119,189 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. August 11, 1998 Date /s/ Leon S. Gross Leon S. Gross PAGE 6 OF 6 -----END PRIVACY-ENHANCED MESSAGE-----