-----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, SFUTKFXSJ/lVmya4a+gVnk9WG4lW3z6PztFe54xksR1OFf2u6JpvBzpxiwEouyFr r7epui6E/ad7GwDqV5Je5g== 0000904374-98-000003.txt : 19980218 0000904374-98-000003.hdr.sgml : 19980218 ACCESSION NUMBER: 0000904374-98-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 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 SEC ACT: SEC FILE NUMBER: 005-32179 FILM NUMBER: 98541112 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1700 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7139514700 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1700 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 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 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) February 2, 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). CUSIP No. 812007-10-2 13D Page 2 of 7 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 3,243,389 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,243,389 [Shares are subject to Margin Account Agreements] 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,243,389 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.13% of the issued and outstanding stock 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Page 3 of 7 This 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"). SCHEDULE 13D Item 1. Security and Issuer. This statement relates to the common stock, $0.10 par value per share (the "Shares") of Seagull Energy Corporation, a Texas corporation (the "Issuer"). Item 2. Identity and Background. This statement is being filed by Leon S. Gross ("Mr. Gross"). Mr. Gross' business address is c/o Enterprises, Inc., River Park House, 3600 Conshohocken Avenue, Philadelphia, Pennsylvania, 19131. Mr. Gross is President of Enterprises, Inc., a privately held corporation engaged in the business of marketing small consumer items. The company's business address is the same as Mr. Gross' business address. Mr. Gross's principal occupation at this time is as a private investor in publicly held corporations. Mr. Gross has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violations with respect to such laws. Mr. Gross is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The Shares of the Issuer owned by Mr. Gross were acquired at an aggregate cost of $49,949,334. The funds required for the purchases of the shares owned by Mr. Gross were provided, in part, from Mr. Gross' personal funds and, in part, from funds borrowed by Mr. Gross by purchasing such Shares through his margin accounts at Advest, Inc. ("Advest"), Dean Witter Reynolds, Inc. ("Dean Witter"), Donaldson, Lufkin & Jenrette Securities Corporation ("Donaldson, Lufkin & Jenrette"), Goldman, Sachs & Co. ("Goldman Sachs"), Gruntal & Co., Inc. ("Gruntal"), Lehman Brothers, Inc. ("Lehman Brothers"), Merrill Lynch, Inc. ("Merrill Lynch"), Prudential Securities Incorporated ("Prudential) and Smith Barney, Inc. ("Smith Barney")[collectively, the "Brokerage Firms"]. Page 4 of 7 Item 4. Purpose of the Transaction. Mr. Gross has invested in the Shares of the Issuer primarily because of the possibility that it will be successful in its business activities. Mr. Gross may make dispositions and additional purchases subject to a number of factors, including market prices of the Shares and his continuing review of the business of and the prospects for the Issuer and general market and business considerations. Mr. Gross has no present plans or proposals which relate to, or which would result in, any changes specified in clauses (b) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Mr. Gross beneficially owns 3,243,389 Shares, representing 5.13% of the 62,243,000 issued and outstanding Shares of the Issuer. (b) Mr. Gross has the sole power to vote all Shares beneficially owned by him. Mr. Gross' power to dispose of the Shares beneficially owned by him is subject to the respective rights of the Brokerage Firms under each of their respective Margin Account Agreements (as defined in Item 6 below). (c) Listed below are the acquisitions and dispositions of Shares by Mr. Gross which have occurred since December 2, 1997, which is the date sixty (60) days prior to the date of the event which requires filing of this Schedule 13D. The acquisitions were made through open market purchases. Acquisitions by Mr. Gross since December 2, 1997 Date Number of Shares Price Per Share 12/12/97 10,000 $21.50 12/24/97 3,000 21.00 12/30/97 200 19.5625 12/30/97 3,300 19.75 01/07/98 50,000 20.00 01/07/98 1,000 20.00 Page 5 of 7 01/26/98 5,000 $19.00 01/26/98 500 18.150 02/02/98 50,000 17.75 02/02/98 50,200 18.0436 02/02/98 30,000 17.625 02/02/98 1,100 17.75 02/03/98 50,000 18.00 Dispositions by Mr. Gross since December 2, 1997 Date Number of Shares Price Per Share 01/16/98 3,000 $17.50 01/26/98 1,000 18.75 01/27/98 14,200 18.0625 02/02/98 5,135 17.75 02/05/98 3,600 17.00 02/05/98 6,000 17.125 Item 6. Contracts, Arrangements, Understanding or Relationship With Respect to Securities of the Issuer. (a) The 3,243,389 Shares of the Issuer owned by Mr. Gross are held subject to the following Margin Agreements (collectively, the "Margin Account Agreements"): (i) Margin Account Agreement by Mr. Gross in favor of Advest (although undated, the agreement was executed by Mr. Gross in 1992)(the "Advest Agreement"); (ii) Margin Client Agreement dated September 1, 1994 by Mr. Gross in favor of Dean Witter (the "Dean Witter Agreement"); (iii) Customer Agreement dated December 11, 1995 by Mr. Gross in favor of Donaldson, Lufkin & Jenrette and a certain Margin Agreement made by Mr. Gross in favor of Pershing, a division of Donaldson, Lufkin & Jenrette, dated November 22, 1995 (collectively, the "Donaldson Lufkin & Jenrette Agreement"); (iv) Individual/Multi-Party Margin Account Application and Agreement by Mr. Gross in favor of Goldman Sachs (although undated, it was executed by Mr. Gross in June, 1994)(the "Goldman Sachs Agreement"); (v) Client Agreement by Mr. Gross in favor of Gruntal and Co. dated October 30, 1995 (the "Gruntal Agreement"); Page 6 of 7 (vi) Client Agreement and Margin Account Agreement made by Mr. Gross in favor of Lehman Brothers dated November 29, 1995 (the "Lehman Brothers Agreement"); (vii) Service Client Agreement between Mr. Gross and Merrill Lynch & Co., Inc. dated November 25, 1997 (the "Merrill Lynch Agreement"); (viii) Client Agreement by Mr. Gross in favor of Prudential dated May 12, 1992 (the "Prudential Agreement"); (ix) Client Agreement dated September 1, 1994 by Mr. Gross in favor of Smith Barney (the "Smith Barney Agreement"). (b) As of the date of this Schedule 13D, Mr. Gross' Shares are pledged with the Brokerage Firms as follows: Brokerage Firm Number of Shares Advest 155,728 Dean Witter 85,536 Donaldson, Lufkin 619,800 & Jenrette Goldman Sachs 77,065 Gruntal 6,500 Lehman Brothers 1,343,400 Merrill Lynch 2,600 Prudential 952,720 Smith Barney 40 _________ TOTAL 3,243,389 Page 7 of 7 Item 7. Material to be Filed as Exhibits. Pursuant to Rule 311 of Regulation S-T, a copy of each of the Margin Account Agreements is being filed in paper format under cover of Form S-E as follows: Exhibit A - Advest Agreement Exhibit B - Dean Witter Agreement Exhibit C - Donaldson Lufkin & Jenrette Agreement Exhibit D - Goldman Sachs Agreement Exhibit E - Gruntal Agreement Exhibit F - Lehman Brothers Agreement Exhibit G - Merrill Lynch Agreement Exhibit H - Prudential Agreement Exhibit I - Smith Barney Agreement 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. February 16, 1998 Date /s/ Leon S. Gross Leon S. Gross -----END PRIVACY-ENHANCED MESSAGE-----