-----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, FC/kiKrVapVRYO4oGJQPMSrndcYZNFcnvVBkv8Sc4CSIWZJGhLyUHcfyF1jDKhfG I7vATpt6Jlxo8JxZEvVSvw== 0000899733-98-000101.txt : 19980527 0000899733-98-000101.hdr.sgml : 19980527 ACCESSION NUMBER: 0000899733-98-000101 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980526 SROS: NASD GROUP MEMBERS: ENRON CORP. GROUP MEMBERS: JOINT ENERGY DEVELOPMENT INVESTMENTS II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESENJAY EXPLORATION INC CENTRAL INDEX KEY: 0000901611 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731421000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49611 FILM NUMBER: 98631476 BUSINESS ADDRESS: STREET 1: 500 N WATER STREET STREET 2: SUITE 1100 CITY: CORPUS CHRISTI STATE: TX ZIP: 78471 BUSINESS PHONE: 5128837464 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2920 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER NATURAL GAS CORP DATE OF NAME CHANGE: 19931006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOINT ENERGY DEVELOPMENT INVESTMENTS II LP CENTRAL INDEX KEY: 0001053121 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760558244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1400 SMITH STREET E8 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138531934 MAIL ADDRESS: STREET 1: 1400 SMITH STREET EB 2971 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G 1 13G RE ESENJAY EXPLORATION, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) 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. ______)* ESENJAY EXPLORATION, INC. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 0003591221 (CUSIP Number) May 14, 1998 (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 the disclosures provided in a prior cover page. The information required in 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 the following page(s) Page 1 of 10 Exhibit Index: Page 10 CUSIP No. 0003591221 SCHEDULE 13G Page 2 of 10 pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joint Energy Development Investments II Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 675,000 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 675,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 0003591221 SCHEDULE 13G Page 3 of 10 pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Enron Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION OREGON 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 675,000 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 675,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 0003591221 SCHEDULE 13G Page 4 of 10 pages Item 1(a) Name of Issuer: Esenjay Exploration, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 500 North Water Street, Suite 1100 Corpus Christi, Texas 78471 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Entities"): i) Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership ("JEDI II"); and ii) Enron Corp., an Oregon corporation ("Enron"). This statement relates to Shares (defined herein) held by JEDI II, which is engaged primarily in the business of investing in and managing certain energy related assets. Additional entities that may be deemed to be control persons of JEDI II are (a) Enron Capital Management II Limited Partnership, a Delaware limited partnership and the general partner of JEDI II ("ECMLP II"), whose principal business is to manage oil and gas related investments, (b) Enron Capital II Corp., a Delaware corporation and the general partner of ECMLP II ("ECC II"), whose principal business is to manage oil and gas related investments and (c) Enron Capital & Trade Resources Corp., a Delaware corporation ("ECT"), whose principal business is the purchase of natural gas, gas liquids and power through a variety of contractual arrangements and marketing these energy products to local distribution companies, electric utilities, cogenerators and both commercial and industrial end users, as well as the provision of risk management services. ECC II is a wholly owned subsidiary of ECT and an indirect, wholly owned subsidiary of Enron, which is an integrated natural gas and electricity company that engages, primarily through subsidiaries, in the transportation and wholesale marketing of natural gas, the exploration for and production of natural gas and crude oil, the production, purchase, transportation and worldwide marketing and trading of natural gas liquids, crude oil and refined petroleum products, and the purchasing and marketing of electricity and other energy-related commitments. The filing of this statement shall not be construed as an admission that Enron, ECMLP II, ECC II or ECT is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. CUSIP No. 0003591221 SCHEDULE 13G Page 5 of 10 pages Item 2(b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of JEDI II and Enron is 1400 Smith Street, Houston, Texas 77002 Item 2(c) Citizenship: i) JEDI II is a Delaware limited partnership; and ii) Enron is an Oregon corporation (d) Title of Class of Securities: Common stock, par value $.01 per share (the "Shares") (e) CUSIP Number: 0003591221 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)or (c), Check Whether the Person Filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Exchange Act (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act (d) [ ] Investment company registered under section 8 of the Investment Company Act (e) [ ] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act CUSIP No. 0003591221 SCHEDULE 13G Page 6 of 10 pages (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of May 14, 1998, each of the Reporting Entities, ECM LP II, ECC II and ECT may be deemed to be the beneficial owner of 675,000 Shares. Each of Enron, ECM LP II, ECC II and ECT disclaims beneficial owners of the Shares. Item 4(b) Percent of Class: The number of shares of which each of the Reporting Entities may be deemed to be the beneficial owner constitutes approximately 5.7% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: JEDI II (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 675,000 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 675,000 Enron (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 675,000 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 675,000 Item 5. Ownership of Five Percent or Less of a Class Not applicable. CUSIP No. 0003591221 SCHEDULE 13G Page 7 of 10 pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Item 2. 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 each signatory certifies that, to the best of his/its 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. CUSIP No. 0003591221 SCHEDULE 13G Page 8 of 10 pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: May 26, 1998 JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP By: Enron Capital Management II Limited Partnership its general partner By: Enron Capital II Corp., its general partner By: /S/ PEGGY B. MENCHACA ---------------------------- Peggy B. Menchaca Vice President and Secretary Date: May 26, 1998 ENRON CORP. By: /S/ PEGGY B. MENCHACA ----------------------------------- Peggy B. Menchaca Vice President and Secretary CUSIP No. 0003591221 SCHEDULE 13G Page 9 of 10 pages EXHIBIT INDEX 99.1 Joint Filing Agreement dated May 26, 1998 by and between Joint Energy Development Investments II Limited Partnership and Enron Corp. EX-99.1 2 JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned each agree that (i) the Statement on Schedule 13G relating to the Common Stock, $.01 par value, of Esenjay Exploration, Inc. is adopted and filed on behalf on each of them, (ii) all future amendments to such Statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such Statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. EXECUTED as of May 26, 1998 JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP By: Enron Capital Management II Limited Partnership, its general partner By: Enron Capital II Corp., its general partner By: /s/ PEGGY B. MENCHACA -------------------------------------- Name: Peggy B. Menchaca Title: Vice President and Secretary ENRON CORP. By: /s/ PEGGY B. MENCHACA -------------------------------------- Name: Peggy B. Menchaca Title: Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----