-----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, F/ViNQKENjUHW54/e9GjbOu4pee+sD0nnVpCv0zyKioNQz8XLVx46hDbVAgrQFCq AorTxjBXaOt/bjw0K9tjtg== 0000950134-97-001465.txt : 19970303 0000950134-97-001465.hdr.sgml : 19970303 ACCESSION NUMBER: 0000950134-97-001465 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970228 SROS: NASD GROUP MEMBERS: FIRST RESERVE CORP /CT/ /ADV GROUP MEMBERS: FIRST RESERVE FUND V, L.P. GROUP MEMBERS: FIRST RESERVE SECURED ENERGY ASSETS FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUGOTON ENERGY CORP CENTRAL INDEX KEY: 0000914144 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 481036256 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44413 FILM NUMBER: 97548390 BUSINESS ADDRESS: STREET 1: 301 N MAIN ST STE 1900 CITY: WICHITA STATE: KS ZIP: 67202 BUSINESS PHONE: 3162621522 MAIL ADDRESS: STREET 1: 301 N MAIN ST STREET 2: STE 1900 CITY: WICHITA STATE: KS ZIP: 67202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616601 MAIL ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV DATE OF NAME CHANGE: 19950630 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A AMENDMENT NO. 2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Hugoton Energy Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock without par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 444-613 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas R. Denison, Esq. GIBSON, DUNN & CRUTCHER LLP 1801 California Street, Suite 4100 Denver, Colorado 80202 (303) 298-5700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 1997 - -------------------------------------------------------------------------------- (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 Statement 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: / / Page 1 of 9 2 CUSIP No. 444-613 SCHEDULE 13D/A 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Secured Energy Assets Fund, Limited Partnership I.R.S. Identification No. 06-1232433 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,833,956 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 1,833,956 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,833,956 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.3% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 9 3 CUSIP No. 444-613 SCHEDULE 13D/A 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund V, Limited Partnership. I.R.S. Identification No.: 06-1295657 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,138,802 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 2,138,802 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,138,802 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.9% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 9 4 CUSIP No. 444-613 SCHEDULE 13D/A 1 NAME OF REPORTING PERSON First Reserve Corporation I.R.S. No.: 06-1210123 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,768,441 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 4,768,441 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,768,441 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 24.2% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 9 5 ITEM 1. SECURITY AND ISSUER This Amendment No. 2 to Schedule 13D (this "Amendment No. 1") relates to shares of the common stock, no par value ("Common Stock"), of Hugoton Energy Corporation, a Kansas corporation (the "Company") and amends the Amendment No. 1 to Schedule 13D, filed on January 28, 1997 relating to a sale of securities on January 14, 1997 ("Amendment No. 1"). Amendment No. 1 amended the filing of the reporting person relating to transactions occurring on September 7, 1995 (the 1995 Filing"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 1995 Filing. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS Item 6 is hereby amended by adding the following new subparagraph 6.d. On February 21, 1997, the Company filed a Registration Statement on Form S-2 (Registration No. 333-22189) (the "Registration Statement," incorporated by reference as Exhibit I) which provides for the registration for sale of the shares of Common Stock listed below and gives rise to this Amendment No. 2. The Reporting Persons anticipate entering into a contract for the underwritten sale of such shares on terms to be described in the Registration Statement and amendments thereto.
NUMBER OF SHARES BENEFICIALLY OWNED SUBJECT TO SALE PURSUANT TO THE REPORTING PARTY 1/ REGISTRATION STATEMENT/2 ---------------------------------------------------------------------------- FRSEA 1,233,956 Fund V 619,764 First Reserve Corporation 3/ 2,357,200
1/ The Reporting Parties are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Parties that a group exists or that First Reserve Corporation beneficially owns any of the shares of Company Common Stock owned by the partnerships which it manages. 2/ As described in the Registration Statement, the Reporting Parties, other than Mr. Linker who is not selling shares pursuant to the Registration Statement, also may sell additional shares, not in excess of approximately 450,000 shares of Common Stock, pursuant to an overallotment option in favor of the underwriters listed in the Registration Statement. 3/ First Reserve Corporation is the managing general partner of FRSEA, Fund V, and other entities, which collectively propose to sell 2,357,200 shares of Company Common Stock as of the filing of this Amendment No. 2. ITEM 7. EXHIBITS Exhibit A Agreement Concerning Filing of Schedule 13D. Exhibit I Registration Statement for the Company (File No. 333-22189). Page 5 of 9 6 EXHIBIT A Agreement Concerning Filing of Schedule 13D/A First Reserve Secured Energy Assets Fund, Limited Partnership, a Delaware limited partnership ("FRSEA"), First Reserve Fund V, Limited Partnership, a Delaware limited partnership ("Fund V"), and First Reserve Corporation, a Delaware corporation ("First Reserve"), pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, hereby agree to the joint filing with the other Reporting Parties on behalf of each of them of a statement on Schedule 13D with respect to a Common Stock, without par value, of Hugoton Energy Corporation and that this agreement be included as an exhibit to such joint filing. FRSEA, Fund V and First Reserve separately acknowledge that they are each responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning them contained therein. No party to this Agreement is responsible for the completeness or accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. Dated as of the 28th day of February, 1997. First Reserve Secured Energy Assets Fund, Limited Partnership, a Delaware limited partnership By: First Reserve Corporation, a Delaware corporation, as managing general partner /s/ Elizabeth Foley ---------------------------------------------------- Name: Elizabeth Foley Title: Managing Director First Reserve Fund V, Limited Partnership, a Delaware limited partnership By: First Reserve Corporation, as managing general partner /s/ Elizabeth Foley ------------------------------------------- Name: Elizabeth Foley Title: Managing Director First Reserve Corporation, a Delaware corporation /s/ Elizabeth Foley ------------------------------------------------- Name: Elizabeth Foley Title: Managing Director Page 6 of 9 7 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to the statement of Schedule 13D is true, complete and correct. Dated: February 28, 1997 First Reserve Secured Energy Assets Fund, Limited Partnership, a Delaware limited partnership By: First Reserve Corporation, a Delaware corporation, as managing general partner /s/ Elizabeth Foley --------------------------------------------------- Name: Elizabeth Foley Title: Managing Director Page 7 of 9 8 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to the statement of Schedule 13D is true, complete and correct. Dated: February 28, 1997 First Reserve Fund V, Limited Partnership, a Delaware limited partnership By: First Reserve Corporation, as managing general partner /s/ Elizabeth Foley ---------------------------------------------- Name: Elizabeth Foley Title: Managing Director Page 8 of 9 9 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to the statement of Schedule 13D is true, complete and correct. Dated: February 28, 1997 First Reserve Corporation /s/ Elizabeth Foley --------------------------------------------------- Name: Elizabeth Foley Title: Managing Director Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----