<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SHERIDAN ENERGY, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock,par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
823764105
-----------------------------------
(CUSIP Number)
Julia Heintz Murray, General Counsel-Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-4794
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 21, 1998
- --------------------------------------------------------------------------------
(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 / /.
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).
Page 1 of 12
<PAGE> 2
SCHEDULE 13D
CUSIP NO.: 823764105 Page 2 of 12 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enron Capital & Trade Resources Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Delaware
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,600,000 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,600,000 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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<PAGE> 3
SCHEDULE 13D
CUSIP NO.: 823764105 Page 3 of 12 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enron Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,600,000 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,600,000 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 823764105 PAGE 4 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JEDI Hydrocarbon Investments I Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK 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
OWNED BY 450,000 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
450,000 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,000 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 823764105 PAGE 5 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joint Energy Development Investments Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK 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
OWNED BY 1,000,000 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,000,000 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE> 6
THIS AMENDMENT NO. 2 RELATES TO THE SCHEDULE 13d ORIGINALLY FILED ON BEHALF OF
THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER
24, 1997, WHICH IS HEREBY AMENDED AS FOLLOWS:
Item 1. Security and Issuer:
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Sheridan Energy, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 1000
Louisiana, Suite 800, Houston, Texas 77002.
Item 2. Identity and Background:
This statement is being filed by (i) 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, marketing these energy products to local distribution companies,
electric utilities, cogenerators and both commercial and industrial end users,
and provision of risk management services, (ii) Enron Corp., an Oregon
corporation ("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, (iii) Joint Energy Development Investments Limited
Partnership, a Delaware limited partnership ("JEDI"), which is engaged
primarily in the business of investing in and managing certain energy related
assets, and (iv) JEDI Hydrocarbon Investments I Limited Partnership, a Delaware
limited partnership ("JEDI I"), which is engaged primarily in the business of
investing in and managing certain energy related assets. ECT, Enron, JEDI and
JEDI I are referred to herein as the "Reporting Entities." ECT is a
wholly-owned subsidiary of Enron. Additional entities that may be deemed to be
control persons of JEDI are (a) Enron Capital Management Limited Partnership, a
Delaware limited partnership and the general partner of JEDI ("ECMLP"), whose
principal business is to manage oil and gas related investments, (b) Enron
Capital Corp., a Delaware corporation and the general partner of ECMLP ("ECC"),
whose principal business is to manage oil and gas related investments, and (c)
ECT. ECC is a wholly-owned subsidiary of ECT and an indirect, wholly-owned
subsidiary of Enron. Additional entities that may be deemed to be control
persons of JEDI I are (a) JEDI Capital L.L.C., a Delaware limited liability
company and the general partner of JEDI I ("JEDI Capital"), whose principal
business is to manage oil and gas related investments, and (b) JEDI. JEDI
Capital is a majority-owned subsidiary of JEDI.
The address of the principal business office of ECT, Enron, JEDI, JEDI I,
ECMLP, ECC and JEDI Capital is 1400 Smith Street, Houston, Texas 77002.
Schedule I attached hereto sets forth certain additional information with
respect to each director or manager and each executive officer of ECT, Enron,
ECC and JEDI Capital. The filing of this statement on Schedule 13D shall not
be construed as an admission that any person listed on Schedule I hereto is,
for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered by this statement.
None of the Reporting Entities, nor to their knowledge, ECMLP, ECC or
JEDI Capital or any person listed on Schedule I hereto, has been, during the
last five years (a) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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, U.S. federal or state securities laws or finding any violations with
respect to such laws.
Page 6 of 12
<PAGE> 7
Item 3. Source and Amount of Funds or Other Consideration:
On December 15, 1997, ECT purchased 1,600,000 shares of Issuer's
Common Stock par value $.01 per share (the "Common Stock"), for cash
consideration in the amount of $10,000,000. The source of the $10,000,000
consideration paid to the Issuer for the Common Stock was working capital of
ECT and Enron.
On December 31, 1997, Grand Gulf Production L.L.C. ("GGP", which is
not affiliated with the Reporting Entities or the Issuer) sold substantially
all of its assets (the "Grand Gulf Assets") to the Issuer in exchange for
467,500 shares of the Issuer's Common Stock and common stock purchase
warrants (the "GGP Warrants") to purchase 82,500 shares of the Issuer's
Common Stock. The Purchase Agreement by and between GGP and the Issuer dated
as of December 31, 1997 (the "GGP Purchase Agreement"), the Warrant Agreement
by and between GGP and the Issuer dated as of December 31, 1997 (the "GGP
Warrant Agreement"), and the Assignment and Bill of Sale between GGP and the
Issuer effective as of September 1, 1997 are incorporated herein by reference
to Exhibits 5, 6 and 7, respectively.
Pursuant to the Warrant Assignment between GGP and JEDI dated December
31, 1997 (the "Warrant Assignment") and the Stock Transfer and Termination
Agreement between JEDI and GGP entered into as of December 31, 1997 (the
"Stock Transfer and Termination Agreement"), which are incorporated herein by
reference to Exhibits 8 and 9, respectively, GGP transferred to JEDI 467,500
shares of the Issuer's Common Stock and the GGP Warrants in satisfaction of
loans previously made by JEDI to GGP.
In addition, on December 31, 1997, JEDI I sold its interest in certain
oil and gas properties that were jointly owned by JEDI I and GGP to the
Issuer in exchange for 382,500 shares of the Issuer's Common Stock and common
stock purchase warrants (the "JEDI I Warrants") to purchase 67,500 shares of
the Issuer's Common Stock. The Purchase Agreement by and between the Issuer
and JEDI I dated as of December 31, 1997 (the "JEDI I Purchase Agreement"),
the Warrant Agreement by and between the Issuer and JEDI I dated as of
December 31, 1997 (the "JEDI I Warrant Agreement"), and the Assignment and
Bill of Sale between JEDI I and the Issuer effective as of September 1, 1997,
are incorporated herein by reference to Exhibits 10, 11 and 12, respectively.
Item 4. Purpose of Transaction:
The transactions described in Item 3 were the result of negotiated
transactions among the Issuer, ECT, JEDI, JEDI I and GGP. The securities
acquired by ECT, JEDI and JEDI I were acquired for investment purposes. ECT,
JEDI and JEDI I intend to review their investment in the Issuer on a continuing
basis and, depending upon the price of, and other market conditions relating
to, the Common Stock, subsequent developments affecting the Issuer, the
Issuer's business and prospects, other investment and business opportunities
available to ECT, JEDI and JEDI I, general stock market and economic
conditions, tax considerations and other factors deemed relevant and subject to
the Standstill Agreement referenced below, may decide to increase or decrease
the size of their investment in the Issuer.
The following transactions could result in the acquisition by ECT or
its affiliates of additional shares of Common Stock of the Issuer:
Acquisition of Preferred Stock of the Issuer. Contemporaneously with
the acquisition by ECT of the Issuer's Common Stock as described herein,
ECT also acquired 1,000,000 shares of the Issuer's Series A Preferred
Stock (the "Preferred Stock") for a purchase price of $10,000,000. The
terms of the Preferred Stock, set forth in the Certificate of
Designation that is incorporated herein by reference to Exhibit 4 of the
Schedule 13D filed on December 24, 1997, include certain obligations
Page 7 of 12
<PAGE> 8
to pay dividends in respect of the Preferred Stock and redeem the
Preferred Stock in certain circumstances.
The consent of the holders of 66 2/3% of the shares of Preferred Stock is
required to, among other things, (i) increase or decrease the aggregate
number of authorized shares of the Preferred Stock, (ii) exchange,
reclassify, or cancel all or part of the Preferred Stock, (iii) change
the designations, powers, preferences, relative and other special rights,
or the qualifications, limitations or restrictions of the Preferred
Stock, (iv) issue additional securities convertible into or exchangeable
for, or reclassify any other securities into, shares of the Preferred
Stock, (v) create any security ranking senior to or on a parity with
(with respect to voting or dividends or upon liquidation, dissolution or
winding up) the Preferred Stock, (vi) approve any material change in the
principal business of the Issuer or (vii) pay a dividend or distribution
of cash or property in respect of, or redeem, repurchase or otherwise
acquire, any "Junior Security" (as defined in the Certificate of
Designation, but including the Issuer's Common Stock).
In the event of a default by the Issuer of its dividend or redemption
obligations under the terms of the Preferred Stock, the holders of the
Preferred Stock have the option to elect that number of directors
constituting a majority of the Issuer's Board of Directors, and may
require the Issuer to redeem the Preferred Stock held by such holder at
the "Mandatory Redemption Price" (as defined in the Certificate of
Designation). In the event of a "Change of Control" of the Issuer (as
defined in the Certificate of Designation), the holders of the Preferred
Stock may require the Issuer to redeem the Preferred Stock held by such
holder at the Mandatory Redemption Price (as defined in the Certificate
of Designation).
Agreement with respect to Election of Board of Directors of Issuer. As
described in more detail in Item 6 below, pursuant to the Stock Purchase
Agreement incorporated herein by reference to Exhibit 1 of the Schedule
13D filed on December 24, 1997, ECT, JEDI, JEDI I and their affiliates
to whom they transfer shares of the Issuer's Common Stock (the "ECT
Group") acquired the right to appoint up to two members of the Issuer's
Board of Directors, which was at such time comprised of five members and
could be expanded to seven members to accommodate the ECT Group's
designees. In connection therewith, pursuant to a Shareholders'
Agreement between ECT and Jeffrey E. Susskind (Chairman of the Board of
the Issuer and holder of 1,000,037 shares of the Issuer's Common Stock)
and his spouse incorporated herein by reference to Exhibit 3 of the
Schedule 13D filed on December 24, 1997, ECT agreed that the ECT Group
would vote shares of the Issuer's Common Stock held by them in favor of
the current members of the Board of Directors, and the Susskinds and
certain related parties agreed to vote shares of the Issuer's Common
Stock held by them in favor of the ECT Group's nominees to the Board of
Directors. Pursuant to the Stock Purchase Agreement, the Issuer agreed
to not increase the size of the Board of Directors beyond seven members
(including the ECT Group's designees) unless necessary to ensure that
such designees attained their positions on the Board of Directors.
Pursuant to the unanimous resolution of the Issuer's Board of Directors
on January 21, 1998, the Board of Directors increased the size of the
Board of Directors from five to six members and appointed a
representative of the ECT Group, Douglas B. Dunn, to the Board of
Directors. The ECT Group intends to designate in the immediate future
an additional representative to the Board of Directors.
"Standstill" Agreement. As described in more detail in Item 6 below,
ECT agreed that none of ECT, JEDI, JEDI I nor their respective
subsidiaries would (i) purchase additional shares of the Issuer's Common
Stock, except pursuant to certain permitted transactions, or (ii) make
or participate in a solicitation of proxies to vote shares of the
Issuer's Common Stock.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge, ECMLP, ECC, JEDI Capital, or any person
listed on Schedule I hereto, has any plan or
Page 8 of 12
<PAGE> 9
proposal that would result in any of the consequences listed in
paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer:
As of the date of this statement, ECT beneficially owns and has the
sole power to vote and dispose of 1,600,000 shares of the Common Stock, which
represents approximately 27.2% of the Issuer's Common Stock outstanding as of
December 31, 1997. Because ECT is a direct, wholly-owned subsidiary of Enron,
Enron may also be deemed to beneficially own such shares. Enron disclaims
beneficial ownership of all such shares.
As of the date of this statement, JEDI beneficially owns and has the
sole power to vote and dispose of 550,000 shares of Common Stock, which
represents approximately 9.2% of the Common Stock outstanding as of December
31, 1997. Because ECC is an indirect, wholly-owned subsidiary of Enron, Enron
may also be deemed to beneficially own such shares. Enron disclaims beneficial
ownership of all such shares.
As of the date of this statement, JEDI I beneficially owns and has the
sole power to vote and dispose of 450,000 shares of Common Stock, which
represents 7.6% of the Common Stock outstanding as of December 31, 1997.
Because JEDI Capital is a majority-owned subsidiary of JEDI, and ECC is an
indirect, wholly-owned subsidiary of Enron, JEDI and Enron may also be deemed
to beneficially own such shares. Each of JEDI and Enron disclaim beneficial
ownership of all such shares.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge, ECMLP, ECC, JEDI Capital, or any person
listed on Schedule I hereto, effected any transactions in shares of Common
Stock of the Issuer during the preceding sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer:
Agreement with respect to Election of Board of Directors of Issuer.
Pursuant to the Stock Purchase Agreement, the ECT Group acquired the right to
appoint (i) two designees to the Issuer's Board of Directors if the ECT Group
holds in excess of 14% of the Issuer's Common Stock and (ii) one designee if
the ECT Group holds in the range of 7% through 14% of the Issuer's Common Stock.
Pursuant to a Shareholders' Agreement between ECT and Jeffrey E. Susskind
(Chairman of the Board of the Issuer and holder of 1,000,037 shares of the
Issuer's Common Stock) and his spouse, ECT agreed that the ECT Group would vote
Common Stock held by them in favor of the current members of the Board of
Directors, and the Susskinds and certain related parties agreed to vote Common
Stock held by them in favor of the ECT Group's designees to the Board of
Directors. The Shareholders' Agreement terminates at the earlier of (i) the
date that the ECT Group no longer holds 7% of the Issuer's Common Stock and (ii)
December 15, 1999. The ECT Group has the right to appoint (i) two persons as
observers to the Issuer's Board of Directors if the ECT Group holds in excess of
14% of the Issuer's Common Stock and (ii) one person as an observer if the ECT
Group holds in the range of 7% through 14% of the Issuer's Common Stock.
Pursuant to the unanimous resolution of the Issuer's Board of Directors on
January 21, 1998, the Board of Directors increased the size of the Board of
Directors from five to six members and appointed a representative of the
ECT Group, Douglas B. Dunn, to the Board of Directors. The ECT Group intends to
designate in the immediate future an additional representative to the Board of
Directors.
"Standstill" Agreement. Pursuant to the Stock Purchase Agreement,
ECT, JEDI and JEDI I and their respective subsidiaries and affiliates agreed,
for a period of two years, (i) to not acquire additional shares of the Issuer's
Common Stock (other than in transactions approved by the Issuer's Board of
Directors and certain inadvertent purchases), and (ii) to not make or
participate in a solicitation of proxies
Page 9 of 12
<PAGE> 10
to vote or form a "group" for such purpose. This provision of the Stock
Purchase Agreement terminates in the event ECT's designees are not elected to
the Issuer's Board of Directors as required by the Stock Purchase Agreement.
Registration Rights Agreement. Certain demand and piggyback
registration rights granted to ECT and certain of its assignees by the Issuer
and set forth in the Stock Purchase Agreement have been superseded by the
Registration Rights Agreement effective as of December 31, 1997 by and among
the Issuer, ECT, GGP and JEDI I (the "Registration Rights Agreement"), which is
incorporated herein by reference to Exhibit 13. The Registration Rights
Agreement sets forth the rights of ECT, GGP and JEDI I for the registration of
their shares of Common Stock. GGP assigned its rights under the Registration
Rights Agreement to JEDI pursuant to the Assignment and Assumption Agreement
entered into on December 31, 1997 by and among GGP, the Issuer and JEDI (the
"Assignment and Assumption Agreement").
Warrants. Pursuant to the JEDI I Purchase Agreement and the JEDI I
Warrant Agreement, JEDI I purchased the JEDI I Warrants to purchase 67,500
shares of Common Stock, subject to adjustment as described in the JEDI I
Warrant Agreement. The JEDI I Warrants have an exercise price of $5.50 per
share and terminate on December 31, 2002. Pursuant to the GGP Purchase
Agreement and the GGP Warrant Agreement, GGP purchased the GGP Warrants to
purchase 82,500 shares of Common Stock, subject to adjustment as described in
the GGP Warrant Agreement. The GGP Warrants have an exercise price of $5.50
per share and terminate on December 31, 2002. The GGP Warrants were
transferred from GGP to JEDI pursuant to the Warrant Assignment and the
Assignment and Assumption Agreement.
Item 7. Material to be Filed as Exhibits:
<TABLE>
<S> <C>
* Exhibit 1: Stock Purchase Agreement dated as of November 28, 1997 between the Issuer and ECT.
* Exhibit 2: First Amendment to Stock Purchase Agreement dated as of December 15, 1997 between Issuer and
ECT.
* Exhibit 3: Shareholders' Agreement dated as of December 15, 1997 among the Issuer, Jeffrey E. Susskind and
Janis Susskind and ECT.
* Exhibit 4: Certificate of Designation, Preferences and Rights of Series A Preferred Stock.
* Exhibit 5: Purchase Agreement by and between the Issuer and GGP dated as of December 31, 1997.
* Exhibit 6: Warrant Agreement by and between the Issuer and GGP dated as of December 31, 1997.
* Exhibit 7: Assignment and Bill of Sale between GGP and the Issuer effective as of September 1, 1997.
* Exhibit 8: Warrant Assignment between GGP and JEDI dated December 31, 1997.
* Exhibit 9: Stock Transfer and Termination Agreement between JEDI and GGP entered into as of December 31,
1997.
* Exhibit 10: Purchase Agreement by and between the Issuer and JEDI I dated as of December 31, 1997.
* Exhibit 11: Warrant Agreement by and between the Issuer and JEDI I dated as of December 31, 1997.
</TABLE>
Page 10 of 12
<PAGE> 11
<TABLE>
<S> <C>
* Exhibit 12: Assignment and Bill of Sale between JEDI I and the Issuer effective as of September 1, 1997.
* Exhibit 13: Registration Rights Agreement by and among the Issuer, ECT, GGP and JEDI I effective as of
December 31, 1997.
* Exhibit 14: Assignment and Assumption Agreement by and among GGP, the Issuer and JEDI entered into on
December 31, 1997.
Exhibit 15: Joint Filing Agreement by and among ECT, Enron, JEDI and JEDI I entered into on
January 29, 1998.
</TABLE>
- --------------------------------------------------------------------------------
* Previously filed.
Page 11 of 12
<PAGE> 12
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 29, 1998 ENRON CAPITAL & TRADE RESOURCES CORP.
---
By: PEGGY B. MENCHACA
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 29, 1998 ENRON CORP.
---
By: PEGGY B. MENCHACA
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 29, 1998 JOINT ENERGY DEVELOPMENT INVESTMENTS
--- LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp.,
its general partner
By: PEGGY B. MENCHACA
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 29, 1998 JEDI HYDROCARBON INVESTMENTS I
--- LIMITED PARTNERSHIP
By: JEDI Capital L.L.C.,
its general partner
By: PEGGY B. MENCHACA
-----------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 12 of 12
<PAGE> 13
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL & TRADE RESOURCES CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. Director; President - ECT Europe and Managing
Director
Mark E. Haedicke U.S.A. Director; Managing Director - Legal
Kevin P. Hannon U.S.A. Director; President and Chief Operating
Officer
Kenneth D. Rice U.S.A. Director; Chairman of the Board, Chief
Executive Officer and Managing Director;
Chairman and Chief Executive Officer - ECT
North America
Gene E. Humphrey U.S.A. Vice Chairman
Amanda K. Martin U.S.A. President - Energy and Finance Services
William O. Butler U.S.A. Managing Director
John B. Echols, Jr. U.S.A. Managing Director and Chief Accounting
Officer
Lou L. Pai U.S.A. Managing Director
Robert J. Hermann U.S.A. Vice President and General Tax Counsel
Donald C. Bentley II U.S.A. Senior Vice President
Marty Sunde U.S.A. Senior Vice President
Rebecca C. Carter U.S.A. Vice President and Chief Control Officer
</TABLE>
I-1
<PAGE> 14
MANAGERS AND EXECUTIVE OFFICERS
JEDI CAPITAL L.L.C.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
Jeremy M. Blachman U.S.A. Manager
Richard L. Carson U.S.A. Manager
Shirley A. Hudler U.S.A. Manager
Don R. Rollins U.S.A. Manager
Robert J. Hermann U.S.A. Vice President and General Tax
Counsel
Peggy B. Menchaca U.S.A. Vice President and Secretary
Jordan H. Mintz U.S.A. Vice President, Tax and Tax Counsel
Julia Heintz Murray U.S.A. Vice President and General Counsel,
Finance
</TABLE>
I-2
<PAGE> 15
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director and Managing Director
Kenneth D. Rice U.S.A. Director, Chairman, Chief Executive
Officer and Managing Director
Gene E. Humphrey U.S.A. President and Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General Counsel
Jeremy M. Blachman U.S.A. Vice President
Richard B. Buy U.S.A. Vice President
Rebecca C. Carter U.S.A. Vice President and Chief Control
Officer
William D. Gathmann U.S.A. Vice President, Finance and Treasurer
Robert J. Hermann U.S.A. Vice President and General Tax Counsel
Clifford P. Hickey U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and Secretary
Jordan H. Mintz U.S.A. Vice President, Tax and Tax Counsel
Kristina M. Mordaunt U.S.A. Vice President and Assistant General
Counsel
Julia Heintz Murray U.S.A. Vice President, General Counsel,
Finance and Assistant Secretary
Andrea Vail U.S.A. Vice President
</TABLE>
I-3
<PAGE> 16
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director
767 Fifth Avenue, 46th Fl. Chairman, President and Chief
New York, NY 10153 Executive Officer,
Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman, United States Fidelity
6225 Smith Ave. LA0300 and Guaranty Company
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director
Hang Lung Development Chairman of Hang Lung
Company Limited Development Group
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Investments
Houston, TX 77057
Joe H. Foy U.S.A. Director
404 Highridge Dr. Retired Senior Partner,
Kerrville, TX 78028 Bracewell & Patterson, L.L.P.
Wendy L. Gramm U.S.A. Director
P.O. Box 39134 Former Chairman, U.S. Commodity
Washington, D.C. 20016 Futures Trading Commission
Ken L. Harrison U.S.A. Director
121 S.W. Salmon Street Vice Chairman of Enron Corp.
Portland, OR 97204
Robert K. Jaedicke U.S.A. Director,
Graduate School of Business Professor (Emeritus), Graduate
Stanford University School of Business
Stanford, CA 94305 Stanford University
Charles A. LeMaistre U.S.A. Director
13104 Travis View Loop President (Emeritus), University of
Austin, TX 77030 Texas M.D. Anderson Cancer
Center
</TABLE>
I-4
<PAGE> 17
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<S> <C> <C>
Jerome J. Meyer U.S.A. Director
26600 S.W. Parkway Chairman and Chief Executive Officer,
Building 63;P.O. Box 1000 Tektronix, Inc.
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director and Vice Chairman of
John A. Urquhart Assoc. Enron Corp.
111 Beach Road President, John A. Urquhart
Fairfield, CT 06430 Associates
John Wakeham U.K. Director
Pinglestone House Former U.K. Secretary of State for
Old Alresford Energy and Leader of the
Hampshire S024 9TB Houses of Commons and Lords
United Kingdom
Charls E. Walker U.S.A. Director
Walker & Walker, LLC. Chairman, Walker & Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Bruce G. Willison U.S.A. Director
4900 Riverdale Road President and Chief Operating
Irwindale, CA 91706 Officer, Homes Savings of America
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur & Associates,
30 East Elm Ct. Inc.
Greenwich, CT 06830
1400 Smith Street
Houston, TX 77002
Kenneth L. Lay U.S.A. Director, Chairman and Chief
Executive Officer
Jeffrey K. Skilling U.S.A. Director, President and Chief
Operating Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate
Development
</TABLE>
I-5
<PAGE> 18
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<S> <C> <C>
Richard A. Causey U.S.A. Senior Vice President and Chief
Accounting and Information Officer
Edmund P. Segner, III U.S.A. Executive Vice President and Chief of
Staff
James V. Derrick, Jr. U.S.A. Senior Vice President and General
Counsel
Andrew S. Fastow U.S.A. Senior Vice President, Finance
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer,
Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Chairman and Chief Executive Officer,
Enron International, Inc.
Thomas E. White U.S.A. Chairman and Chief Executive Officer,
Enron Ventures Corp.
Rodney L. Gray U.S.A. Executive Vice President,
Financial Management, of
Enron International, Inc.
</TABLE>
I-6
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
15 Joint Filing Agreement by and among ECT, Enron, JEDI I and JEDI
entered into on January 29, 1998.
</TABLE>
<PAGE> 1
EXHIBIT 15
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D, as
amended, relating to the Common Stock, $.01 par value, of Sheridan Energy, Inc.
has been adopted and filed on behalf on each of them, (ii) all future amendments
to such Statement on Schedule 13D 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(f)(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 13D
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 January 29, 1998
ENRON CAPITAL & TRADE RESOURCES CORP.
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
JEDI HYDROCARBON
INVESTMENTS LIMITED PARTNERSHIP
By: JEDI Capital L.L.C.,
its general partner
By: /s/ PEGGY B. MENCHACA
------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management
Limited Partnership,
its general partner
By: Enron Capital Corp.,
its general partner
By: /s/ PEGGY B. MENCHACA
------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
