SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 1
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons 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
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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.
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Calculation of Filing Fee:
Transaction Valuation* Amount of Filing Fee**
$27,389,598 $5,477.92
* 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 $2.9685, 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
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Form or Registration No.: PREM14A
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Filing Party: Pendaries Petroleum Ltd.
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Date Filed: October 31, 2000
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All terms not defined herein have the same meanings assigned them in the
original definitive filing of the Schedule 13E-3.
This Amendment No. 1 to Schedule 13E-3 is being filed by Pendaries
Petroleum Ltd., a New Brunswick, Canada corporation, pursuant to Section 13(3)
of the Securities and Exchange Act of 1934, as amended, the "Exchange Act" and
Rule 13e-3 thereunder.
The definitive Schedule 13E-3 and definitive proxy statement were filed
by Pendaries on December 5, 2000. The purpose of the proxy solicitation was to
obtain shareholder approval of an arrangement agreement in which all of the
outstanding Pendaries common shares would be exchanged for common shares of
Ultra Petroleum Corp.
At the time of filing the definitive proxy statement, Pendaries
believed that the transaction contemplated in the proxy statement might
necessitate the filing of the Schedule 13E-3, and thus, out of an abundance of
caution, filed the Schedule 13E-3. After careful review, Pendaries believes that
Rule 13E-3 does not apply to the transaction contemplated in the definitive
proxy statement and is filing this Amendment No. 1, which supercedes the
definitive Schedule 13E-3.
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 15, 2000 PENDARIES PETROLEUM LTD.
/s/ Philip R. Henry
By: -------------------------------------------
Philip R. Henry
Vice President, Investor Relations and Secretary
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