-----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, MixWY4L78dwNBG6sV3o7mr0k5CKT0Chsyby4255NMI8xy6q+vqlYpZTFkBIleEFs CoVbiOAwXLfRhGhuH2uMWQ== 0000950112-95-001029.txt : 19950417 0000950112-95-001029.hdr.sgml : 19950417 ACCESSION NUMBER: 0000950112-95-001029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950414 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34421 FILM NUMBER: 95528815 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 13D/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 13D/A 1 YPF SOCIEDAD ANONIMA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ------------------------ Maxus Energy Corporation (Name of Issuer) ------------------------ Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) ------------------------ 577730 10 4 (CUSIP Number) ------------------------ Mr. Jose A. Estenssoro YPF Sociedad Anonima Avenida Pte. Roque Saenz Pena 777 1364 Buenos Aires, Argentina Telephone: (011) (541) 329-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: P. Dexter Peacock, Esq. Andrews & Kurth L.L.P. 4200 Texas Commerce Tower Houston, Texas 77002 Telephone: (713) 220-4200 April 5, 1995 (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 [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled 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 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). Page 1 of 6 Pages SCHEDULE 13D (Amendment No. 1) CUSIP NO. 577730 10 4 PAGE 2 OF 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON YPF Acquisition Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK; AF; SC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 120,000,613 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 120,000,613 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000,613 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13D (Amendment No. 1) CUSIP NO. 577730 10 4 PAGE 3 OF 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON YPF Sociedad Anonima 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Argentina 7 SOLE VOTING POWER NUMBER OF SHARES 120,000,613 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER 120,000,613 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,000,613 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 1 amends the Schedule 13D (the "Schedule 13D"), dated April 11, 1995, originally filed in connection with the acquisition by YPF Acquisition Corp., a Delaware corporation (the "Purchaser"), and YPF Sociedad Anonima, a sociedad anonima (stock corporation) organized under the laws of the Republic of Argentina ("YPF") of the outstanding shares of common stock, par value $1.00 per share, of Maxus Energy Corporation, a Delaware corporation ("Maxus" or the "Company") pursuant to a tender offer (the "Offer"). Unless otherwise defined herein, all terms used herein shall have the meanings set forth in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended in the following manner. First, the second paragraph of Item 3 is hereby amended and restated to read in its entirety as follows: The Offer expired at midnight on March 30, 1995. On March 31, 1995, YPF announced that the Purchaser would accept for purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. Second, Item 3 of Schedule 13D is hereby amended to add after the third paragraph as the new fourth paragraph the following: On April 13, 1995, the depositary, The Chase Manhattan Bank (National Association), notified the Reporting Persons that, upon final tabulation, an additional 660,930 Shares had been properly tendered and not withdrawn prior to the expiration of the Offer. The Purchaser took delivery of these additional Shares and delivered the purchase price for the additional Shares on April 13, 1995. The $3.6 million purchase price for such additional Shares was paid out of funds previously borrowed on April 5, 1995 under the Purchaser Facility. Third, the paragraph entitled "Conditions to Funding" under Item 3 on page 6 of the Schedule 13D is hereby amended and restated to read in its entirety as follows: Conditions to Funding. The obligation of the lenders to advance the remaining amount of credit available under the Purchaser Facility is subject to the fulfillment of certain conditions, including but not limited to, (i) the absence of any material adverse change in the condition (financial or otherwise), business operations, assets, nature of assets or liabilities of (a) YPF and its subsidiaries (taken as a whole), (b) the Purchaser and (c) the Company and its subsidiaries, and (ii) the lenders' satisfaction that the Company will have sufficient cash available to pay the lesser of (a) $134 million or (b) the principal amount of the Purchaser Loan, interest thereon and other amounts due on the Purchaser Maturity Date under the Purchaser Facility. Item 4 of the Schedule 13D is hereby amended in the following manner. First, the first paragraph of Item 4(a) is hereby amended and restated to read in its entirety as follows: On February 28, 1995, Maxus, the Purchaser and YPF entered into the Merger Agreement pursuant to which, as described in Item 3 above, the Purchaser commenced the Offer. The Offer expired at midnight on March 30, 1995. The Purchaser took delivery of 119,339,683 Shares, representing 88.0% of the issued and outstanding Shares as of such date, and delivered the purchase price for them on April 5, 1995. On April 13, 1995, the Purchaser was notified by the depositary that an additional 660,930 Shares had been validly tendered and not withdrawn prior to the expiration of the Offer. The Purchaser took delivery of all such additional Shares and delivered the purchase price therefor on such date. As a result, the Purchaser owns an aggregate of 120,000,613 Shares, or an aggregate of 88.5% of the issued and outstanding Shares as of such date. Pursuant to the Merger Agreement, Maxus, the Purchaser and YPF agreed to cause the merger of the Purchaser with and into Maxus as soon as practicable following the purchase of Shares pursuant to the Offer. Pursuant to the Delaware General Corporation Law ("DGCL") and the Company's Restated Certificate of Incorporation (the "Certificate"), the approval and adoption of the Merger require the affirmative vote of the holders of a majority of the combined voting power of the outstanding Shares and $4.00 Cumulative Page 4 of 6 Pages Convertible Preferred Stock (collectively, the "Voting Shares"), voting together as a single class. In addition, the first sentence of the second paragraph of Item 4(d) is hereby amended to change "The Purchaser's ownership of 85.3% ..." to read instead "The Purchaser's ownership of 85.7% ...." Item 5(a) and (b) of Schedule 13D are hereby amended and restated to read in their entirety as follows: (a) and (b) The Purchaser has sole voting and dispositive power over 120,000,613 Shares, which represents approximately 88.5% of the outstanding Shares and 85.7% of the outstanding Voting Shares. YPF, by virtue of its ownership of all of the capital stock of the Purchaser, is a beneficial owner of all of the Shares owned by the Purchaser. If the Merger is consummated, YPF will own 100% of the then-outstanding Shares. Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 14, 1995 YPF SOCIEDAD ANONIMA By: /s/ Jose A. Estenssoro ------------------------- Jose A. Estenssoro President YPF ACQUISITION CORP. By: /s/ Jose A. Estenssoro ------------------------- Jose A. Estenssoro President Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----