-----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, L8C14+IqMTfhqTCAGqos6EWc66TEskvWt4266j3WMXDF2G5wbYHeBiYlmklNal3N ZmMsGbPssc/MvkVMixenAw== 0000795581-98-000002.txt : 19980218 0000795581-98-000002.hdr.sgml : 19980218 ACCESSION NUMBER: 0000795581-98-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPLORATION CO CENTRAL INDEX KEY: 0000715428 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742086890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-35961 FILM NUMBER: 98538138 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STE 900 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7137566000 MAIL ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77010-3088 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNUM CORP CENTRAL INDEX KEY: 0000795581 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 010405657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST P612 CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 2077704363 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment to SCHEDULE 13G Under the Securities Exchange Act of 1934 Name of Issuer: American Exploration Company Title of Class of Securities: Common Stock CUSIP Number: 025762808 No fee is being paid with this amendment. (1) Name of Reporting Person: UNUM Corporation I.R.S. Identification Number of Above Person: 010405657 (2) Member of a Group: (a) Not Applicable (b) Filing being made on behalf of Reporting Person and subsidiaries, pursuant to Rule 13d-1(f)(1) (3) SEC Use Only (4) Place of Organization: Delaware Number of Shares Beneficially Owned by Reporting Person with (5) Sole Voting Power: None (See Exhibit A) (6) Shared Voting Power: None (See Exhibit A) (7) Sole Dispositive Power: None (See Exhibit A) (8) Shared Dispositive Power: None (See Exhibit A) (9) Aggregate Amount Beneficially Owned by Reporting Person: None (See Exhibit A) (10) Aggregate Amount in Row (9) Excludes Certain Shares: Not Applicable (11) Percent of Class Represented by Amount in Row (9): 0% (12) Type of Reporting Person: HC (See Exhibit A) Item 1. (a) Name of Issuer: American Exploration Company (b) Address of Issuer's Principal Executive Offices: 1331 Lamar Street Suite 900 Houston, TX 77010-3088 Item 2. (a) Name of Person Filing: UNUM Corporation (b) Address of Principal Business Office: 2211 Congress Street Portland, ME 04122 (c) Citizenship: A Delaware corporation (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 025762808 Item 3. This amendment is filed pursuant to Rule 13d-2(b). The person filing this amendment is a parent holding company, in accordance with Section 240.13d-1(b)(ii)(G). (See Exhibit A) Item 4. Ownership: (a) Number of Shares Beneficially Owned: None (See exhibit A) (b) Percent of Class: 0% (c) Number of shares as to which such person has Sole power to vote or to direct the vote: None (See Exhibit A) Shared power to vote or to direct the vote: None (See Exhibit A) Sole power to dispose or to direct disposition: None (See Exhibit A) Shared power to dispose or to direct disposition: None (See Exhibit A) Item 5. Ownership of 5% or less of a class: This amendment is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities. Item 6. Ownership of More than 5% on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiaries Which Acquired the Security Being reported on By the Parent Holding Company: See Exhibit A Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: By signing below, UNUM Corporation certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, UNUM Corporation certifies that the information set forth in this amendment is true, complete and correct. Date: February 10, 1998 (As of December 31, 1997) UNUM Corporation By /s/ Peter J. Moynihan Peter J. Moynihan Senior Vice President, Investments EXHIBIT A Item 3. Status of Person Filing; Classification/Types of Subsidiaries: Item 7. Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on By the Parent Holding Company: The security being reported on by UNUM Corporation in its capacity as a parent holding company was acquired by its wholly-owned subsidiaries, UNUM Life Insurance Company of America, an insurance corporation organized and existing under the laws of the State of Maine, and First UNUM Life Insurance Company, an insurance corporation organized and existing under the laws of the State of New York, further information regarding which subsidiaries is as follows: UNUM Life Insurance Company of America: This subsidiary's I.R.S. identification number is 010278678. The address of this subsidiary's principal executive office is the same as that of the parent holding company. Until October 14, 1997, this subsidiary held direct legal and beneficial ownership of 696,901 shares of the common stock of American Exploration Company which are part of the subject of this amendment, of which 648,524 shares were held in this Subsidiary's General Account. An additional 48,377 shares had been acquired for and held in its Separate Account which funded, in part, UNUM's pension plan. On or about January 4, 1997 those 48,377 shares were transferred to the pension plan to be held directly by it, and managed by UNUM Life Insurance Company of America pursuant to an Investment Management Agreement. (See Item 5) UNUM Employees Lifecycle Plan (formerly known as the UNUM Employees Pension Plan and Trust): The pension plan's I.R.S. identification number is 01 0475853. The address of the plan's principal administrative office is the same as that of the parent holding company. Until October 14, 1997, the plan held direct legal and beneficial ownership of 48,377 shares of the common stock of American Exploration Company which are part of the subject of this amendment. (See Item 5) First UNUM Life Insurance Company: This subsidiary's I.R.S. identification number is 13 1898173. The address of this subsidiary's principal executive office is 120 White Plains Road Third Floor Tarrytown, NY 10591 Until October 14, 1997, this subsidiary held direct legal and beneficial ownership of 102,537.4 shares of the common stock of American Exploration Company which are part of the subject of this amendment. (See Item 5) Each subsidiary is an insurance company as defined in Section 3(a)(19) of the Act, and its classification or type for purposes of Item 3 is "IC." The UNUM Employees Lifecycle Plan is an employee benefit plan, pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974, and its classification or type for purposes of Item 3 is "IF." To the best of its knowledge and belief and that of the parent holding company, these shares were respectively acquired by each subsidiary in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. The parent holding company filing this amendment does not directly own any security of the subject class, and no other direct or indirect subsidiary of this parent holding company holds any security of the subject class. Item 5. Ownership of Five Percent or Less of a Class. The parent holding company is filing this amendment to report that, as of the date hereof, neither it nor its subsidiaries and its pension plan in the aggregate hold five percent or more of the class of securities previously reported, as a result of the following events. On October 14, 1997, pursuant to an Agreement and Plan of Reorganization dated as of June 24, 1997, American Exploration Company merged with and into Louis Dreyfus Natural Gas Corp., with the latter company being the surviving company. In the Merger, each share of Common Stock of American Exploration Company was exchanged for 0.72 shares of the Common Stock of Louis Dreyfus Natural Gas Corp., cusip number 546011107, plus $3.00 in cash, with fractional shares being exchanged for cash. As a result of this exchange, the parent holding company filing this amendment and its subsidiaries and its pension plan in the aggregate hold no Common Stock of American Exploration Company, and less than one and one half percent (1.5%) of the Common Stock of Louis Dreyfus Natural Gas Corp. -----END PRIVACY-ENHANCED MESSAGE-----