-----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, T7OxcbepMBoLN0MSOO1LevlaJIY0botovnDPBD8X6IOMMxXMmidfMxp8CQEXJk69 MIBkJtE3/4Rkl28AdlnzYQ== 0000921530-99-000097.txt : 19990517 0000921530-99-000097.hdr.sgml : 19990517 ACCESSION NUMBER: 0000921530-99-000097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990514 GROUP MEMBERS: LOUIS M. BACON GROUP MEMBERS: MOORE CAPITAL MANAGEMENT INC /NEW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41563 FILM NUMBER: 99623234 BUSINESS ADDRESS: STREET 1: 15375 MEMORIAL DR CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815894600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE CAPITAL MANAGEMENT INC /NEW CENTRAL INDEX KEY: 0000924178 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127827325 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 SCHEDULE 13G RE CABOT OIL & GAS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Cabot Oil & Gas Corporation ______________________________ (Name of Issuer) Class A Common Stock, $.10 Par Value ______________________________________ (Title of Class of Securities) 127097103 ________________ (CUSIP Number) May 4, 1999 ______________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 disclosure 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 pages) Page 1 of 10 Pages Exhibit Index: Page 8 SCHEDULE 13G CUSIP No. 127097103 Page 2 of 10 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Louis M. Bacon 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,578,000 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,578,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,578,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 6.3% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 127097103 Page 3 of 10 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Moore Capital Management, Inc. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization Connecticut 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,325,500 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,325,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.3% 12 Type of Reporting Person* CO, IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 Pages Item 1(a) Name of Issuer: Cabot Oil & Gas Corporation (the "Company"). Item 1(b) Address of the Issuer's Principal Executive Offices: 15375 Memorial Drive Houston, Texas 77079 Item 2(a) Name of Person Filing: The Statement is being filed by (1) Moore Capital Management, Inc. ("MCM") and (2) Louis M. Bacon ("Mr. Bacon", together with MCM, the "Reporting Persons"), in his capacity as (a) Chairman and Chief Executive Officer, director and controlling shareholder of MCM and (b) Chairman and Chief Executive Officer, director and majority interest holder in Moore Capital Advisors, LLC ("MCA"). MCM, a registered commodity trading advisor and member of the National Futures Association, serves as discretionary investment manager to Moore Global Investments, Ltd. ("MGI"), a non- U.S. investment company incorporated in the Bahamas, and other investment funds (the "Other Funds"). MCA, a registered commodity trading advisor and commodity pool operator, serves as general partner and discretionary investment manager to a U.S. partnership, Remington Investment Strategies, L.P. ("RIS"). The principal occupation of Mr. Bacon is the direction of the investment activities of MCM and MCA, carried out in his capacity of Chairman and Chief Executive Officer of such entities. In this capacity, Mr. Bacon may be deemed to be the beneficial owner of the shares of Common Stock (as defined) which are the subject of this statement held for the account of MGI, for the account of the Other Funds, and for the account of RIS. Item 2(b) Address of Principal Business Office or, if None, Residence: The principal business offices of MCM and Mr. Bacon are located at 1251 Avenue of the Americas, New York, New York 10020. Item 2(c) Citizenship: i) MCM is a Connecticut corporation; and ii) Mr. Bacon is a United States citizen. Item 2(d) Title of Class of Securities: Class A Common Stock, par value $.10 per share (the "Shares") of the Company. Page 5 of 10 Pages Item 2(e) CUSIP Number: 127097103 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of May 14, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Mr. Bacon may be deemed the beneficial owner of 1,578,000 Shares. This number consists of (A) the 1,325,500 Shares held for the accounts of MGI and the Other Funds and (B) the 252,500 Shares held for the account of RIS. (ii) MCM may be deemed the beneficial owner of the 1,325,500 Shares held for the accounts of MGI and the Other Funds. Item 4(b) Percent of Class: (i) The number of Shares of which Mr. Bacon may be deemed to be the beneficial owner constitutes approximately 6.3% of the total number of Shares outstanding. (ii) The number of Shares of which MCM may be deemed to be the beneficial owner constitutes approximately 5.3% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Mr. Bacon: --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,578,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,578,000 Page 6 of 10 Pages MCM: --- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,325,500 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,325,500 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of MGI and the Other Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held for their respective accounts in accordance with their respective ownership interests in such accounts. (ii) The partners of RIS have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by RIS in accordance with their partnership interests in RIS. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 10 Pages SIGNATURES After reasonable 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. Date: May 14, 1998 LOUIS M. BACON By: /s/ STEPHEN R. NELSON ----------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact MOORE CAPITAL MANAGEMENT,INC. By: /s/ STEPHEN R. NELSON ----------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact Page 8 of 10 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated May 14, 1999 by and between Louis M. Bacon and Moore Capital Management.............. 9 B. Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in favor M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson............................ 10 EX-99 2 EXHIBIT 99.A - JOINT FILING AGREEMENT Page 9 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G dated May 14, 1999 with respect to the Class A Common Stock of the Cabot Oil & Gas Corporation, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Date: May 14, 1999 LOUIS M. BACON By: /S/ STEPHEN R. NELSON ----------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact MOORE CAPITAL MANAGEMENT, INC. By: /S/ STEPHEN R. NELSON ----------------------------------- Name: Stephen R. Nelson Title: Attorney-in-Fact EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 10 of 10 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, Inc. and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or states of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of November, 1997. /s/ Louis M. Bacon --------------------------------- Louis M. Bacon -----END PRIVACY-ENHANCED MESSAGE-----