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SCHEDULE 13E-3
(RULE 13E-100)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Transaction Statement Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
PENDARIES PETROLEUM LTD.
(Name of the Issuer)
PENDARIES PETROLEUM LTD.
(Name of Person(s) Filing Statement)
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
70690510
(CUSIP Number of Class of Securities)
PHILIP R. HENRY
PENDARIES PETROLEUM LTD.
EIGHT GREENWAY PLAZA, SUITE 910
HOUSTON, TEXAS 77046
(713) 355-2900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
COPY TO:
JUDY G. GECHMAN, ESQ.
KAREN BRYANT, ESQ.
JENKENS & GILCHRIST,
A PROFESSIONAL CORPORATION
1100 LOUISIANA, SUITE 1800
HOUSTON, TEXAS 77002
(713) 951-3300
_____________________
This statement is filed in connection with (check the appropriate box):
[x] (a) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act of
1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE:
Transaction Valuation* Amount of Filing Fee**
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$27,389,598 $5,477.92
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* This valuation is for purposes of calculating the fee only and is
approximately the product of 9,225,970 outstanding common shares of
Pendaries and $2.96875, the average of the high and low prices reported by
the American Stock Exchange as of December 4, 2000, a date within five
business days prior to the date of filing.
** 1/50th of one percent of the estimated transaction value, calculated
pursuant to Rule 0-11(b)(2) of the Securities and Exchange Act of 1934.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $7,487.70
Form or Registration No.: PREM14A
Filing Party: Pendaries Petroleum Ltd.
Date Filed: October 31, 2000
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This Schedule 13E-3 is being filed by Pendaries Petroleum Ltd., New
Brunswick, Canada corporation, pursuant to Section 13(e) of the Securities and
Exchange Act of 1934, as amended, the "Exchange Act," and Rule 13e-3 thereunder
in connection with the solicitation by Pendaries of proxies from its
shareholders. The purpose of the proxy solicitation is to obtain the approval of
an arrangement agreement in which all of the outstanding Pendaries common shares
will be exchanged for common shares of Ultra Petroleum Corp. Pursuant to
Regulation 14A, Pendaries filed a preliminary proxy statement with the
Securities and Exchange Commission, "SEC," on October 31, 2000, and is filing
concurrently with this Schedule 13E-3 definitive proxy materials. This Schedule
13E-3 incorporates by reference from the proxy statement certain information
required to be included in response to the items of Schedule 13E-3. The
information incorporated herein by reference contained in the proxy statement,
including all exhibits appendices thereto, as may be amended, the "proxy
statement" and the responses to each item are expressly qualified in their
entirety by reference to such information.
The filing of this Schedule 13E-3 shall not be deemed an admission that
Section 13(e) of the Exchange Act or Rule 13e-3 thereunder are applicable to the
transaction that is the subject of the proxy statement.
ITEM 1. Summary Term Sheet.
The information set forth in the proxy statement under the captions
"Summary Term Sheet" and "Questions and Answers about the Arrangement"
is incorporated herein by reference.
ITEM 2. Subject Company Information.
The information set forth in the proxy statement under the captions
"Summary Term Sheet - The Companies - Pendaries Petroleum Ltd.,"
"Pendaries Petroleum Ltd. - Description of Share Capital" and
"Comparative Market Data."
ITEM 3. Identity and Background of Filing Person.
The information set forth in the proxy statement under the caption
"Summary Term Sheet - The Companies - Pendaries Petroleum Ltd." is
incorporated herein by reference. Pendaries, the subject company, is
also the filing person.
ITEM 4. Terms of The Transaction.
The information set forth in the proxy statement under the captions
"Summary Term Sheet - The Proposed Arrangement," "Special Factors -
Reasons for the Transaction," "Special Factors - Shareholder
Approval," "Special Factors - Accounting Treatment," "Description of
Ultra Capital Stock," "U.S. Federal Income Tax Considerations for U.S.
Holders,""Summary Term Sheet - Dissenters' Rights," "The Arrangement -
Dissenters' Rights," "The Special Meeting -Access to Pendaries
Corporate Files," "Summary Term Sheet - Stock Exchange Listings" and
"Comparison of Shareholders' Rights" is incorporated herein by
reference.
ITEM 5. Past Contracts, Transactions, Negotiations and Agreements.
The information set forth in the proxy statement under the captions
"Credit Agreement," "Summary Term Sheet - The Proposed Agreement" and
"The Arrangement Agreement" is incorporated herein by reference.
ITEM 6. Purposes of The Transaction and Plans or Proposals.
The information set forth in the proxy statement under the captions
"Summary Term Sheet - The Proposed Arrangement," "The Arrangement
Agreement," "The Credit Agreement," "Special Factors - Effects of the
Proposed Arrangement and Directors and Officers after Closing,"
"Summary Term Sheet - Stock Exchange Listings" and "Questions and
Answers about the Arrangement--Will the Ultra common shares trade on
an exchange after the arrangement?" is incorporated herein by
reference. After consummation of the arrangement, Pendaries intends to
suspend its obligation to file reports under Section 15(d) of the
Exchange Act and its common shares
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will become eligible for termination of registration under Section
12(g)(4) of the Exchange Act.
ITEM 7. Purposes, Alternatives, Reasons and Effects.
The information set forth in the proxy statement under the caption
"Special Factors - Purpose of the Transaction," "- Alternatives
Considered," "- Reasons for the Transaction," "- Effects of the
Proposed Arrangement and Directors and Officers After Closing,"
"-Certain Tax Considerations for Pendaries Shareholders" and "U.S.
Federal Income Tax Considerations for U.S. Holders" is incorporated
herein by reference.
ITEM 8. Fairness of the Transaction.
The information set forth in the proxy statement under the captions
"Special Factors - Fairness of the Transaction," "- Shareholder
Approval," "- Independent Director Approval," "-Alternatives
Considered" and "The Arrangement - Recommendation of our Board of
Directors" is incorporated herein by reference.
ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.
The information set forth in the proxy statement under the captions
"Summary Term Sheet - Fairness Opinion," "Special Factors - Fairness
Opinion of Loewen, Ondaatje, McCutcheon Limited, Pendaries' Financial
Advisor" and Appendix F to the proxy statement entitled "Fairness
Opinion of Loewen, Ondaatje, McCutcheon Limited" is incorporated
herein by reference.
ITEM 10. Source and Amount of Funds or Other Consideration.
The information set forth in the proxy statement under the captions
"Summary Term Sheet - The Proposed Arrangement," "- Ultra and
Pendaries Stock Prices," "The Arrangement - Fees and Expenses" and
"The Arrangement Agreement - Conditions of the Arrangement" is
incorporated herein by reference.
ITEM 11. Interest in Securities of the Subject Company.
The information set forth in the proxy statement under the caption
"Principal Shareholders of Pendaries" is incorporated herein by
reference.
ITEM 12. The Solicitation or Recommendation.
The information set forth in the proxy statement under the captions
"The Special Meeting - Voting Securities and Principal Holders
Thereof" and "The Arrangement - Recommendation of our Board of
Directors," "Special Factors - Reasons for the Transaction" and
"-Fairness of the Transaction" is incorporated herein by reference.
ITEM 13. Financial Statements.
The information set forth in the proxy statement under the captions
"Ultra Selected Consolidated Financial and Operating Data," "Pendaries
Selected Consolidated Financial and Operating Data," "Unaudited Pro
Forma Condensed Combined Financial Statements of Ultra and Pendaries,"
"Selected Comparative Per Share Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations of
Pendaries," "Management's Discussion and Analysis of
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Financial Condition and Results of Operations of Ultra" and
"Reconciliation to United States Generally Accepted Accounting
Principles" is incorporated herein by reference.
ITEM 14. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the proxy statement under the captions
"The Special Meeting - Solicitation of Proxies," "The Arrangement -
General," and "- Background of the Arrangement" is incorporated herein
by reference.
ITEM 15. Additional Information.
No additional material information is necessary to make the required
statements, in light of the circumstances under which they are made,
not materially misleading.
ITEM 16. Exhibits.
(a) Definitive Proxy Statement, including all appendices thereto, and
related Notice of Special Meeting of Shareholders (incorporated
herein by reference to the definitive proxy statement filed
concurrently with this Schedule 13e-3).
(b) None.
(c) Fairness Opinion of Loewen, Ondaatje, McCutcheon Limited
(incorporated by reference to Appendix F to the definitive proxy
statement).
(d) Arrangement Agreement and Plan of Arrangement (incorporated by
reference to Appendices D and E, respectively, to the definitive
proxy statement).
(e) New Brunswick Dissenters' Rights Provision (incorporated by
reference to Appendix G to the definitive proxy statement).
(f) None.
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SIGNATURE
After due 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.
Dated: December 5, 2000 PENDARIES PETROLEUM LTD.
/s/ PHILIP R. HENRY
By:___________________________
Philip R. Henry
Vice President, Investor Relations and
Secretary
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