-----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, Rv1RhhqhaUO7Ar7OpDtBevXG8lBZHfqtSbafeEkFTAcbRAQVfyihvsux2eSu3LQj kD8TBtOc8iTrX/T5n5hPYw== 0000950112-95-000775.txt : 199507120000950112-95-000775.hdr.sgml : 19950711 ACCESSION NUMBER: 0000950112-95-000775 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950328 SROS: NYSE 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: 95523766 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 ACQUISITION CORP. 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. 2) _______________ 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 4 pages This Amendment No. 2 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 4 -- Source and Amount of Funds or Other Consideration Item 4 of the Schedule 14D-1 is hereby amended by incorporating herein by reference the information contained in Section 9 of Exhibit (a)(1) hereto, entitled "Source and Amount of Funds", with such amendment thereto as is hereafter described. Such Section 9 is hereby amended by adding thereto the following: YPF and Chase agreed verbally that the various facilities contemplated by the Commitment Letter will, in the definitive loan documentation, be modified in a number of respects, including the following: (a) with respect to the YPF Facility, (i) the principal amount thereof will be increased by $50 million, and (ii) the interest rate applicable thereto will, until April 14, 1995, be the base rate (as defined in the applicable facility, the "Base Rate") plus a margin of 1/2%, and thereafter, the one, two or three-month London Interbank Offered Rate plus a margin of 1 1/2%; (b) with respect to the Purchaser Facility, (i) the maximum principal amount thereof will be decreased by $50 million and (ii) the interest rate applicable thereto will be either (A) the one-month London Interbank Offered Rate plus a margin of 2 1/4% or (B) the Base Rate plus a margin of 1 1/4%; (c) with respect to the Subsidiaries Facility, (i) the maximum principal amount thereof will be decreased by $75 million, (ii) the interest rate applicable thereto will, until March 31, 1997, be either (A) the one, two or three-month London Interbank Offered Rate plus a margin of 2 1/4%, or (B) the Base Rate plus a margin of 1 1/4%, and thereafter either (C) the one, two or three-month London Interbank Offered Rate plus a margin of 2 3/4% or (D) the Base Rate plus a margin of 1 3/4%; and (d) the interest rate applicable to the Midgard Facility will be, until March 31, 1997, either (i) the one, two or three-month London Interbank Offered Rate plus a margin of 1 3/4% or (ii) the Base Rate plus a margin 2 of 1 1/4%, and thereafter (iii) the one, two or three-month London Interbank Offered Rate plus a margin of 2 1/4%, or (iv) the Base Rate plus a margin of 1 1/4%; (e) the maturity of the Purchaser Facility will be the earlier of (i) the Effective Time and (ii) May 26, 1995; (f) the YPF Loan will be payable in five consecutive monthly installments, of which the last installment is payable on December 15, 1995, the Midgard Loan will be payable in 28 consecutive quarterly installments commencing on March 31, 1997 and the Subsidiaries Loan will be payable in 24 consecutive quarterly installments commencing on March 31, 1997; and (g) the Subsidiaries Loan to Java and Sumatra will be secured by certain of the assets of Java and Sumatra, will be guaranteed by the Company and a new subsidiary formed to hold Java and Sumatra, and the guarantee by that holding company will be secured by stock of Java and Sumatra. Item 10 -- Additional Information Item 10 of the Schedule 14D-1 is hereby amended by incorporating herein 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 hereafter described. The paragraph of such Section 15 entitled "Certain Litigation" is hereby amended by adding thereto the following: On March 28, 1995, YPF announced that it and the Company had reached an agreement in principle with the plaintiffs to settle the common stockholder litigation challenging the Offer and the Merger. In this connection, the plaintiffs have withdrawn their motion for a preliminary injunction to enjoin the Offer, which motion had been scheduled to be heard on March 28, 1995 before the Delaware Chancery Court. 3 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)(2) Press release, dated March 28, 1995 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 28, 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)(2) Press Release, dated March 1995 EX-99.(G)(2) 2 Exhibit (g)(2) ["YPF" logo] YPF 660 Madison Avenue, 20th Floor New York, New York 10021 Contacts: New York - Daniel Sneed 212 838-9400 Buenos Aires - Jorge Estrela (54) 1 329-2126 YPF S.A. ANNOUNCES MAXUS SHAREHOLDER LITIGATION AGREEMENT Buenos Aires, Argentina, March 28, 1995 -- YPF Sociedad Anonima (NYSE:YPF) announced that it and Maxus Energy Corporation (NYSE:MXS) have reached an agreement in principle with the plaintiffs to settle the previously disclosed stockholder litigation brought by Maxus common shareholders challenging the YPF tender offer for shares of common stock of Maxus and the proposed merger. In this connection, the plaintiffs have withdrawn their motion for a preliminary injunction to enjoin the YPF tender offer. That motion had been previously scheduled to be heard today before the Delaware Chancery Court. -----END PRIVACY-ENHANCED MESSAGE-----