-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, M1sIojPV3lmhr3I/Qu9Dldf3Ndg+6OKGEzZ0Y2qPEV6WxZxzCRBfeKbwqTB1UXXH J413gr8PGRl7gH/TnujCXA== 0000950112-95-000618.txt : 19950614 0000950112-95-000618.hdr.sgml : 19950614 ACCESSION NUMBER: 0000950112-95-000618 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950309 SROS: NONE GROUP MEMBERS: YPF ACQUISITION CORP GROUP MEMBERS: YPF S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS ENERGY CORP /DE/ CENTRAL INDEX KEY: 0000724176 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751891531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34421 FILM NUMBER: 95519404 BUSINESS ADDRESS: STREET 1: 717 N HARWOOD ST- RM 3147 CITY: DALLAS STATE: TX ZIP: 75201-6594 BUSINESS PHONE: 2149532000 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK CORP /DE/ DATE OF NAME CHANGE: 19870518 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIAMOND CORP DATE OF NAME CHANGE: 19830908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YPF ACQUISITION CORP CENTRAL INDEX KEY: 0000940179 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2128389400 MAIL ADDRESS: STREET 2: 660 MADISON AVE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 SC 14D1/A 1 YPF SOCIEDAD ANONIMA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities and Exchange Act of 1934 (Amendment No. 1) _______________ Maxus Energy Corporation (Name of Subject Company) _______________ YPF Acquisition Corp. YPF S.A. (Bidders) _______________ Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) _______________ 577730 10 4 (CUSIP Number of Class of Securities) _______________ Mr. Jose A. Estenssoro Avenida Roque Saenz Pena 777 1364 Buenos Aires, Argentina (54)(1) 329-2000 with a copy to: P. Dexter Peacock, Esq. Andrews & Kurth L.L.P. 4200 Texas Commerce Tower Houston, Texas 77002 (713) 220-4200 (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) Page 1 of 6 pages Exhibit Index is located on page 5. This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 dated March 3, 1995 relating to the offer by YPF Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of YPF Sociedad Anonima, a sociedad anonima organized under the laws of the Republic of Argentina ("YPF"), to purchase all outstanding shares of common stock, par value $1.00 per share (the "Shares"), of Maxus Energy Corporation (the "Company"), as follows: Item 7 -- Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities Item 7 of the Schedule 14D-1 is hereby amended in its entirety by incorporating therein by reference the information contained in Section 11 of Exhibit (a)(1) hereto, entitled "Purpose of the Offer; the Merger; Merger Agreement; Plans for the Company," with such amendment thereto as is hereinafter described. The paragraph of such Section 11 entitled "Certain Obligations of YPF" is hereby amended to add thereto the following: In addition, on March 7, 1995, YPF announced that its Board of Directors authorized YPF to guarantee unconditionally the Company's outstanding long-term debt upon the Effective Time. The long-term debt to be covered by the YPF unconditional guarantee is the Company's outstanding 11 1/4%, 11 1/2% and 8 1/2% Sinking Fund Debentures, its outstanding 9 7/8%, 9 1/2% and 9 3/8% Notes, and its outstanding medium-term notes. Item 10 -- Additional Information Item 10 of the Schedule 14D-1 is hereby amended in its entirety by incorporating therein by reference the information contained in Section 15 of Exhibit (a)(1) hereto, entitled "Certain Legal Matters; Required Regulatory Approvals" with such amendment thereto as is hereinafter described. The paragraph of such Section 15 entitled "Certain Litigation" is hereby amended in its entirety to read as follows: Certain Litigation. YPF and the Company have obtained copies of a number of complaints filed in the Chancery Court of the State of Delaware by alleged holders of Shares. In the various complaints, the plaintiffs purport to sue individually and on behalf of classes comprised of the holders of Shares, stockholders of the Company or all holders of the Company's securities. The complaints name as defendants the Company, directors of the Company and certain officers of the Company, a former director of the Company, and, with respect to certain of the complaints, YPF, and allege, among other things, that the 2 defendant directors and officers of the Company breached their fiduciary duties in approving the Offer and the Merger and that YPF aided and abetted the alleged breach of duties. The plaintiffs purport to seek orders, among other things, enjoining the consummation of the Offer and the Merger (or the rescission of those transactions) or, in the alternative, accountings for any damages to the alleged classes, together with their attorneys' fees and other relief. YPF intends to vigorously defend these lawsuits. The absence of an injunction, among other things, is a condition to Purchaser's obligation to purchase Shares tendered pursuant to the Offer. See Section 11. Item 11 -- Material to be Filed as Exhibits Item 11 is hereby amended and supplemented by the addition of the following, which is attached hereto as an exhibit. (g)(1) Press release, dated March 7, 1995. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 8, 1995 YPF S.A. By: /s/ Jose A. Estenssoro -------------------------- Name: Jose A. Estenssoro Title: President YPF Acquisition Corp. By: /s/ Jose A. Estenssoro -------------------------- Name: Jose A. Estenssoro Title: President 4 EXHIBIT INDEX Exhibit Exhibit Name ------- ------------ (g)(1) Press Release, dated March 7, 1995. 5 EX-99.(G)(1) 2 Exhibit (g)(1) Buenos Aires, Argentina, March 7, 1995 -- YPF Sociedad Anonima (NYSE:YPF) announced that its Board of Directors today authorized YPF to guarantee unconditionally Maxus Energy Corporation's outstanding long-term debt--about $1 billion--upon the effectiveness of the merger between Maxus and YPF. Jose A. Estenssoro, President and Chief Executive Officer of YPF, said that YPF has taken this step because of the widespread misunderstanding among Maxus' debtholders about the "keep-well" obligation to which YPF had previously agreed as a part of the merger agreement, and about its intentions regarding Maxus' debt. Mr. Estenssoro said, "It was always our intention to make sure Maxus' existing debt was paid. We never thought we could walk away from the obligations of our principal subsidiary and remain a company of international stature. So we just decided to put an end to the speculation and guarantee the debt." The "keep-well" obligation in the merger agreement would remain in place for the benefit of the Maxus preferred stockholders. The long-term debt to be covered by the YPF unconditional guarantee is Maxus' outstanding 11 1/4%, 11 1/2% and 8 1/2% Sinking Fund Debentures, its outstanding 9 7/8%, 9 1/2% and 9 3/8% Notes, and its outstanding medium-term notes. 1 -----END PRIVACY-ENHANCED MESSAGE-----