-----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, bHNY0hItzNiEYzv7dOdKLt9BeQN3khe8ya6L6kPWT9UsehrbMkhvIWlnKgIKwY/5 s4SZFAX7Xi9B7tlEKX0Gvg== 0000950131-94-000554.txt : 19940426 0000950131-94-000554.hdr.sgml : 19940426 ACCESSION NUMBER: 0000950131-94-000554 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND SHAMROCK OFFSHORE PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000773350 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 752058990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36518 FILM NUMBER: 94524286 BUSINESS ADDRESS: STREET 1: 717 NORTH HARWOOD STREET CITY: DALLAS STATE: TX ZIP: 75201-6594 BUSINESS PHONE: 2149532000 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK OFFSHORE PARTNERS LTD DATE OF NAME CHANGE: 19850826 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS ENERGY CORP /DE/ CENTRAL INDEX KEY: 0000724176 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 751891531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 SCHEDULE 13D AMENDMENT 18 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Diamond Shamrock Offshore Partners Limited Partnership ----------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interest ----------------------------------------------------------------------- (Title of Class of Securities) 252744 10 7 ----------------------------------------------------------------------- (CUSIP Number) L. P. Ciuba Maxus Energy Corporation 717 North Harwood Street, Dallas, Texas 75201 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 25, 1994 ----------------------------------------------------------------------- (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 class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent of 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 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page (s)) Page 1 of 13 Pages CUSIP No. 252744 10 7 13D Page 2 of 13 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Maxus Exploration Company ___________________________________________________________________________ 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 Proceeding Is Required Pursuant to Items 2(d) or 2(e) ___________________________________________________________________________ 6. Citizenship or Place of Organization Delaware ___________________________________________________________________________ 7. Sole Voting Power Number of Shares 64,163,885 Beneficially ____________________________________________________________ Owned By 8. Shared Voting Power Each Reporting ____________________________________________________________ Person 9. Sole Dispositive Power With 64,163,885 _____________________________________________________________ 10. Shared Dispositive Power ___________________________________________________________________________ 11. Aggregate Amount Beneficially Owned By Each Reporting Person 64,163,885 ___________________________________________________________________________ 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* ___________________________________________________________________________ 13. Percent Of Class Represented By Amount In Row (11) Approximately 87% ___________________________________________________________________________ 14. Type of Reporting Person* CO ___________________________________________________________________________ CUSIP No. 252744 10 7 13D Page 3 of 13 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Maxus Energy Corporation ___________________________________________________________________________ 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 Proceeding Is Required Pursuant To Items 2(d) or 2(e) ___________________________________________________________________________ 6. Citizenship or Place of Organization Delaware ___________________________________________________________________________ 7. Sole Voting Power Number of Shares 64,163,885 Beneficially _____________________________________________________________ Owned By 8. Shared Voting Power Each Reporting _____________________________________________________________ Person 9. Sole Dispositive Power With 64,163,885 _____________________________________________________________ 10. Shared Dispositive Power ___________________________________________________________________________ 11. Aggregate Amount Beneficially Owned By Each Reporting Person 64,163,885 ___________________________________________________________________________ 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* ___________________________________________________________________________ 13. Percent Of Class Represented By Amount In Row (11) Approximately 87% ___________________________________________________________________________ 14. Type of Reporting Person* HC, CO ___________________________________________________________________________ Page 4 of 13 Pages Schedule 13D of Maxus Exploration Company ("MEC") and Maxus Energy Corporation ("Maxus"), dated September 13, 1985, as amended (the "Schedule 13D"), relating to units of limited partnership interest ("Units") of Diamond Shamrock Offshore Partners Limited Partnership, a Delaware limited partnership ("Partnership"), is amended by this Amendment No. 18 to read as set forth below. This is the first amendment filed since Maxus became subject to mandated electronic filing. It is therefore being filed in electronic format and, in accordance with Rule 13d-2(c), this amendment restates the entire text of Schedule 13D, as amended hereby. Item 1. Security and Issuer. ------------------- This Schedule 13D relates to units of limited partnership interest ("Units") in Diamond Shamrock Offshore Partners Limited Partnership, a Delaware limited partnership (the "Partnership"), with principal executive offices at 717 North Harwood Street, Dallas, Texas 75201. The Units reported on this Schedule 13D have been or may be exchanged at any time for depositary units ("Depositary Units") evidenced by depositary receipts ("Depositary Receipts") pursuant to a Deposit Agreement dated as of August 16, 1985 among the Partnership, Maxus, AmeriTrust Company National Association, as Depositary, and Holders of Depositary Receipts, as amended as of August 29, 1985. Item 2. Identity and Background. ------------------------ MEC, a Delaware corporation, is a wholly owned subsidiary of Maxus, a Delaware corporation. Maxus, whose executive offices are located at 717 North Harwood Street, Dallas, Texas 75201, is an independent oil and gas exploration and production company. Maxus is a publicly held company subject to the reporting requirements of Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as amended. MEC, whose business and principal address is located at 717 North Harwood Street, Dallas, Texas 75201, conducts the oil and gas exploration and production activities of Diamond Shamrock in North America. Set forth on Schedule I to this Amendment No. 18 (which Schedule is hereby incorporated herein by this reference) are the names of the executive officers and directors of MEC as of April 25, 1994 and the other information concerning such persons required to be provided under Item 2 of Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- On September 6, 1985, the Partnership issued to MEC 37,500,000 Units in the Partnership in exchange for substantially all of MEC's productive and exploratory oil and gas properties located in federal waters offshore Texas and Louisiana. Such Units represented approximately 88.2% of all such Units outstanding. The remaining 11.8% of the Units, represented by 5,000,000 Depositary Units evidenced by Depositary Receipts, was sold in an underwritten public offering pursuant to the Partnership's Registration Statement on Form S-1 (No. 2-99029), as amended, declared effective by the Securities and Exchange Commission on August 29, 1985. Additional information concerning this transaction is set forth in said Registration Statement and in the final Prospectus dated August 29, 1985 (the "Prospectus"), which is a part thereof and which Prospectus is included as Exhibit 2 to this Schedule 13D and incorporated herein and made a part hereof by reference. Page 5 of 13 Pages On October, 30, 1985, Maxus purchased from the Partnership 1,278,483 Units for total consideration consisting of $27,487,384.50 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On October 30, 1985, Maxus distributed all of such 1,278,483 Units to the holders of its shares of Common Stock. On December 9, 1985, Maxus purchased from the Partnership 1,219,978 Units for total consideration consisting of $22,112,101.25 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On December 9, 1985, Maxus distributed all of such 1,219,978 Units to the holders of its shares of Common Stock. On March 7, 1986, Maxus purchased from the Partnership 1,293,453 Units for total consideration consisting of $21,099,452.06 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On March 7, 1986, Maxus distributed all such 1,293,453 Units to the holders of its shares of Common Stock. On June 9, 1986, Maxus purchased from the Partnership 1,546,399 Units for total consideration consisting of $25,708,883.37 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On June 9, 1986, Maxus distributed all of such 1,546,399 Units to the holders of its shares of Common Stock. On September 2, 1986, Maxus purchased from the Partnership 1,518,987 Units for total consideration consisting of $26,250,000 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On December 1, 1986, Maxus purchased from the Partnership 1,510,791 Units for total consideration consisting of $26,249,993.63 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On March 2, 1987, Maxus purchased from the Partnership 1,603,053 Units for total consideration consisting of $26,249,992.88 in cash. The source of the funds used to make such purchase was the working capital of Maxus. On April 15, 1987, Maxus contributed to MEC all 4,632,831 Units which it owned. On June 1, 1987, MEC purchased from the Partnership 1,463,210 Units for total consideration consisting of $26,249,987 in cash. The source of the funds used to make such purchase was the working capital of MEC. On December 1, 1988, MEC purchased from the Partnership 2,004,556 Units for total consideration consisting of $27,500,003 in cash. The source of the funds used to make such purchase was the working capital of MEC. On March 1, 1989, MEC purchased from the Partnership 1,532,674 Units for total consideration consisting of $17,050,998 in cash. The source of the funds used to make such purchase was the working capital of MEC. On June 1, 1989, MEC purchased from the Partnership 2,379,240 Units for total consideration consistiing of $20,743,999 in cash. The source of the funds used to make such purchase was the working capital of MEC. On September 1, 1989, MEC purchased from the Partnership 3,031,605 Units for total consideration consisting of $24,916,004 in cash. The source of the funds used to make such purchase was the working capital of MEC. Page 6 of 13 Pages On December 1, 1989, MEC purchased from the Partnership 6,037,736 Units for total consideration consisting of $40,000,001 in cash. The source of the funds used to make such purchase was the working capital of MEC. On July 1, 1991, MEC purchased from the Partnership 5,333,333 newly issued Units at a price per Unit of $3.9375 paid in cash upon delivery of the certificate representing such Units. The source of the funds used to make such purchase was the working capital of MEC. Between October, 1990 and April 1, 1991, MEC purchased 248,700 Units on the open market. The source of the funds used to make these purchases was the working capital of MEC. The number of Units owned beneficially by MEC and Maxus after giving effect to the foregoing July, 1991 purchase is 64,163,885. Such number of Units constitutes approximately 87% of the Units issued and outstanding. Item 4. Purpose of Transaction ----------------------- The purpose of the initial transaction was to restructure the domestic oil and gas exploration and production business of Maxus. The Certificate of Incorporation of Maxus Offshore Exploration Company, the managing general partner of the Partnership ("Managing Partner"), provides that in the event Maxus and its affiliates own less than 50% of the then outstanding Units (excluding any limited partnership interests the Partnership may have issued in acquiring oil and gas properties to persons other than Maxus or its affiliates), then Maxus must sell all of the shares of Class B Common Stock of the Managing Partner, which class possesses exclusive voting rights with respect to the election of directors of the Managing Partner, to the directors of the Managing Partner, and the directors are then required to vote such shares to elect a Board of Directors of the Managing Partner comprised entirely of persons who are not employees, officers, directors or affiliates of Maxus or of any affiliate of Maxus (other than the Managing Partner). The purpose of the October, 1985 transaction was to distribute Units as a special dividend to the Maxus common stockholders. The purpose of the December, 1985 and the March and June, 1986 transactions was to distribute Units as a dividend to the Maxus common stockholders. The purpose of the September and December, 1986 and the March, 1987 transactions was to continue Maxus' substantial quarterly investments in the Partnership. The purpose of the August 15, 1987 transfer of Units by Maxus to MEC was to consolidate ownership of such Units. The purpose of the June 1, 1987, the December, 1988 and the four 1989 purchases of Units by MEC was to continue Maxus' substantial quarterly investments in the Partnership. The purpose of the open market purchases between October, 1990 and April 1, 1991 was to increase the ownership of MEC in the Partnership . The purpose of the July, 1991 purchase was to make funds available to the Partnership. Page 7 of 13 Pages Since the formation of the Partnership, Maxus purchased additional Units from the Partnership on a quarterly basis to assure that the Partnership had sufficient funds to make distributions at a specified level through 1989. However, after 1989 Maxus did not support cash distributions by the Partnership by purchasing additional Units from the Partnership. On January 31, 1990, the Partnership reconfirmed that the Partnership's quarterly cash distributions would primarily depend upon levels of cash flow generated and expenditures required by the operations of the Partnership. On April 25, 1994, Maxus' Board of Directors authorized the sale by Maxus of all interests held by Maxus and its subsidiaries (the general partnership interests as well as the Units) in the Partnership to a third party. The sales price would equate to approximately $4.48 per Unit. Item 5. Interest in Securities of the Issuer. ------------------------------------ See Item 3 above for information concerning the number of Units beneficially owned by MEC directly (and by Maxus indirectly). The following named directors of Maxus beneficially own, as of July 1, 1991, the number of Units set forth opposite their names. Each such person has sole voting power and sole dispositive power with respect to all such Units. No other persons who is an executive officer or director of MEC or Maxus beneficially owns Units. Name Number* ------------------ ------- J. David Barnes . . . . . . . . . . 32 Philip E. Coldwell. . . . . . . . . 5 John T. Kimbell . . . . . . . . . . 21 W. Thomas York . . . . . . . . . . 10,008 ------------------ * In each case, represents less than 0.1% of the outstanding Units. Item 6. Contracts, Arrangements, Understandings or Relationships -------------------------------------------------------- With Respect to Securities of the Issuer. ----------------------------------------- See response to Item 4 above with respect to Maxus' intention to sell all its interests in the Partnership. Item 7. Material to be Filed as Exhibits. --------------------------------- Exhibit 1 - Agreement of persons filing the original Schedule 13 required by Regulation 13d-1(f)(iii). Exhibit 2 - Prospectus dated August 29, 1985 constituting part of the Partnership's Form S-1 Registration Statement (No. 2-99029), as amended, filed with the Securities and Exchange Commission on August 29, 1985. Exhibit 3 - Underwriting Agreement dated August 29, 1985 among the Partnership, Diamond Shamrock, Goldman, Sachs & Co. and others. Page 8 of 13 Pages Exhibit 4 - Second Amended and Restated Agreement of Limited Partnership of the Partnership dated September 6, 1985, among the Managing Partner, Diamond Shamrock and others. Exhibit 5 - Certificate of Incorporation of Diamond Shamrock Offshore Exploration Company. Exhibits 6 through 22 - Agreements of persons filing Amendments Nos. 1 through 17 respectively, as required by Regulation 13d-1(f)(iii). Exhibit 23 --Agreement of persons filing this Amendment No. 18 (required by Regulation 13d-1 (f)(1)(iii)). Page 9 of 13 Pages 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. MAXUS EXPLORATION COMPANY By G. R. Brown ------------------------------- G. R. Brown, Vice President April 25, 1994 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. MAXUS ENERGY CORPORATION By G. R. Brown ------------------------------- G. R. Brown, Vice President April 25, 1994 Page 10 of 13 Pages SCHEDULE I ---------- CERTAIN INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS OF MAXUS ENERGY CORPORATION ("Maxus") AND MAXUS EXPLORATION COMPANY AS OF APRIL 25, 1994 ________________________________________________ MAXUS ENERGY CORPORATION ------------------------ Principal Occupation Name/Business Address or Employment - ---------------------- --------------- J. David Barnes Chairman Emeritus of Suite 2725 Mellon Bank Corporation 500 Grant Street and Mellon Bank N.A. Pittsburgh, Pennsylvania 15258 Darrell L. Black Consultant 365 MacEwen Drive Osprey, Florida 34229 Charles L. Blackburn Chairman, President and 717 North Harwood Street Chief Executive Officer Dallas, Texas 75201 of Maxus B. Clark Burchfiel Schlumberger Professor of Massachusetts Institute of Technology Geology, Massachusetts 54-1010 Green Building Institute of Technology Cambridge, Massachusetts 02139 Bruce B. Dice President of Dice Exploration Co., Inc. Dice Exploration Co., N.W. Commerce Building Inc., oil and gas 14405 Walters Road, Suite 400 consultants Houston, Texas 77014 Michael C. Forrest Senior Vice President 717 North Harwood Street of Maxus Dallas, Texas 75201 Charles W. Hall Partner of Fulbright & Fulbright & Jaworski Jaworski, a law firm 1301 McKinney Street, 51st Floor Houston, Texas 77010 Raymond A. Hay Chairman of Aberdeen Aberdeen Associates Associates, an investment 5956 Sherry Lane, Suite 902 firm Dallas, Texas 75225 George L. Jackson oil field service 640 Oakland Hills Lane consultant Kerrville, Texas 78028 John T. Kimbell President of 343 Commercial Street John Kimbell Associaates, Union Wharf, Apt. 501 a business consulting firm Boston, Massachusetts 02109 Page 11 of 13 Pages Principal Occupation Names/Business Address or Employment - ---------------------- ------------- Richard W. Murphy Senior Fellow for the The Council on Foreign Relations Middle East, Council on 58 East 68th Street Foreign Relations New York, New York 10021 W. Thomas York Consultant 123 Hemlock Hill Road New Canaan, Connecticut 06840 Michael J. Barron Vice President and 717 North Harwood Street Treasurer of Maxus Dallas, Texas 75201 Glen R. Brown Vice President and 717 North Harwood Street Controller of Maxus Dallas, Texas 75201 Steven G. Crowell Senior Vice President 717 North Harwood Street of Maxus Dallas, Texas 75201 Mark J. Gentry Vice President 717 North Harwood Street of Maxus Dallas, Texas 75201 McCarter Middlebrook Vice President and General 717 North Harwood Street Counsel of Maxus Dallas, Texas 75201 George W. Pasley Senior Vice President 717 North Harwood Street of Maxus Dallas, Texas 75201 MAXUS EXPLORATION COMPANY ------------------------- Principal Occupation Name/Business Address or Employment - ---------------------- ----------------- Michael J. Barron Vice President and 717 North Harwood Street Treasurer of Maxus Dallas, Texas 75201 Glen R. Brown Vice President and 717 North Harwood Street Controller of Maxus Dallas, Texas 75201 Gordon E. Coe Managing Attorney of oil 717 North Harwood Street and gas, Maxus Dallas, Texas 75201 Steven G. Crowell Senior Vice President 717 North Harwood Street of Maxus Dallas, Texas 75201 Page 12 of 13 Pages Principal Occupation Name/Business Address or Employment - --------------------- -------------- McCarter Middlebrook Vice President and General 717 North Harwood Street Counsel of Maxus Dallas, Texas 75201 K. Delmar Rumph General Manager of Maxus 112 West 8th Street Amarillo, Texas 79101 John C. Schmid General Manager of Maxus 717 North Harwood Street Dallas, Texas 75201 All of the foregoing persons are citizens of the United States. During the past five years, none of the foregoing persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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 violation with respect to such laws. Page 13 of 13 Pages Exhibit 23 ---------- AGREEMENT --------- Each of the undersigned entities hereby agrees that the Amendment No. 18 to Schedule 13D, dated April 25, 1994, to which this Agreement is appended as Exhibit 23, is being filed on behalf of each of the undersigned entities. MAXUS EXPLORATION COMPANY By G. R. Brown ------------------------------- G. R. Brown, Vice President April 25, 1994 MAXUS ENERGY CORPORATION By G. R. Brown ------------------------------- G. R. Brown, Vice President April 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----