SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OFFSHORE ENERGY DEVELOPMENT CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
676247 10 9
(CUSIP Number)
DOUGLAS H. KIESEWETTER
1400 WOODLOCH FOREST DRIVE, SUITE 200
THE WOODLANDS, TEXAS 77380
(713) 364-0033
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
NOVEMBER 6, 1996
(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).
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CUSIP No. 676247 10 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Douglas H. Kiesewetter
Deborah M. Kiesewetter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Securities were acquired other than by purchase. See Item 3.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
557,806
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
557,806
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,806
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<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.41%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the common stock, par
value $.01 per share ("Common Stock"), of Offshore Energy Development
Corporation, a Delaware corporation (the "Company"). The name and address of the
issuer of such securities are Offshore Energy Development Corporation, 1400
Woodloch Forest Drive, Suite 200, The Woodlands, Texas 77380.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement are Douglas H. Kiesewetter
and Deborah M. Kiesewetter, husband and wife.
(b) The address of Mr. and Mrs. Kiesewetter is 1400 Woodloch Forest Drive,
Suite 200, The Woodlands, Texas 77380.
(c) The present principal occupation of Mr. Kiesewetter is Executive Vice
President of the Company. Mrs. Kiesewetter is not presently employed.
(d) During the last five years, neither Mr. or Mrs. Kiesewetter has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Mr. or Mrs. Kiesewetter has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. and Mrs. Kiesewetter are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock to which this statement relates were acquired
pursuant to the terms of an Agreement and Plan of Reorganization dated as of
August 30, 1996 (the "Reorganization Agreement") by and among the Company,
Offshore Energy Development Corporation, a Texas corporation ("Offshore Texas"),
OEDC, Inc., a Texas corporation ("OEDC"), Natural Gas Partners, L.P., NGP-OEDC
Holdings, L.P., David B. Strassner, Douglas H. Kiesewetter, R. Keith Anderson,
Matthew T. Bradshaw, Taft and Nancy Bradshaw, R. Gamble Baldwin, David R. Albin,
the Albin Income Trust, John S. Foster, Kenneth A. Hersh, Bruce B. Selkirk, III,
John C. Goff, and Agnes Denise Darraugh. The Reorganization Agreement provided
for the consolidation the ownership of certain entities in the Company in
anticipation of the initial public offering (the "Offering") of the
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Common Stock, which was consummated contemporaneously with the consummation of
the transactions contemplated by the Reorganization Agreement. Pursuant to the
terms of the Reorganization Agreement, Mr. and Mrs. Kiesewetter acquired
beneficial ownership of 606,656 shares of Common Stock in exchange for shares of
common stock, no par value, of Offshore Texas and shares of Class B Common
Stock, par value $.01 per share, of OEDC. On November 12, 1996, 48,850 of such
shares were sold by the record holder thereof at a price (net of underwriting
discount) of $11.16 per share pursuant to the exercise of an overallotment
option granted to the underwriters in connection with the Offering.
ITEM 4. PURPOSE OF TRANSACTION
See the response to Item 3 above for a description of the purposes of the
acquisition of Common Stock by Mr. and Mrs. Kiesewetter. Mr. Kiesewetter has
been granted options to purchase an aggregate of 120,000 shares of Common Stock
under the Company's 1996 Stock Awards Plan, none of which options are presently
exercisable or will become exercisable within 60 days of the date of this
statement. Neither Mr. or Mrs. Kiesewetter has any other plans or proposals that
relate to or would result in the events described in the lettered subparagraphs
of this item.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
(a) Mr. and Mrs. Kiesewetter beneficially own 557,806 shares of Common Stock,
representing 6.41% of the shares of Common Stock outstanding. Of such
shares, 495,594 shares are held in trust by Mr. and Mrs. Kiesewetter for
their benefit, 33,200 shares are held by Mrs. Kiesewetter as trustee for
Mr. and Mrs. Kiesewetter's minor children, 22,685 shares are held by Mr.
Kiesewetter as trustee of trusts for the benefit of his mother, and 6,327
shares are held by Mr. Kiesewetter as trustee for the benefit of his
sister.
(b) Mr. and Mrs. Kiesewetter share voting and dispositive power with respect to
557,806 shares of Common Stock.
(c) There have been no transactions in the Common Stock by Mr. or Mrs.
Kiesewetter in the past sixty days other than those described in Item 3 of
this statement.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities to which this statement relates.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In connection with the Offering, Mr. Kiesewetter has agreed, for a period of 180
days after November 1, 1996, not to , directly or indirectly, (i) offer, sell,
or contract to sell any shares of Common Stock or securities substantially
similar to the Common Stock, including but not limited to, any securities that
are convertible into or exchangeable for, or that represent the right to
receive, Common Stock or any such substantially similar securities or (ii)
exercise any rights to demand registration of shares of Common Stock without the
prior written consent of Morgan Keegan & Company, Inc. Mr. Kiesewetter has been
granted options to purchase 120,000 shares of Common Stock at an exercise price
of $12.00 per share pursuant to the Company's 1996 Stock Awards Plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed exhibits to this statement:
1. Agreement between Douglas H. Kiesewetter and Deborah M. Kiesewetter
that this statement be filed on behalf of each of them.
2. Lock-Up Letter executed by Douglas H. Kiesewetter.
3. Offshore Energy Development Corporation 1996 Stock Awards Plan
(incorporated herein by reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-1 (Registration No. 333-11269)).
4. Form of Nonqualified Stock Option Agreement (incorporated herein by
reference to Exhibit 10.24 to the Company's Registration Statement on
Form S-1 (Registration No. 333-11269)).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 18, 1996
/s/ DOUGLAS H. KIESEWETTER
Douglas H. Kiesewetter
/s/ DEBORAH M. KIESEWETTER
Deborah M. Kiesewetter
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Exhibit 1
AGREEMENT
The undersigned, Douglas H. Kiesewetter and Deborah M. Kiesewetter,
hereby agree that the Schedule 13D dated November 18, 1996 to which this
Agreement is filed as an exhibit is filed on behalf of each of them.
/s/ DOUGLAS H. KIESEWETTER
Douglas H. Kiesewetter
/s/ DEBORAH M. KIESEWETTER
Deborah M. Kiesewetter
