<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D (Amendment No. ______)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CONTANGO OIL & GAS COMPANY
(Name of Issuer)
Common Stock, par value $0.04 per share
(Title of Class of Securities)
2107-5N-105
(CUSIP Number)
Jeffrey D. Ayers
Senior Vice President Legal and Regulatory Affairs
Aquila Energy Corporation
1100 Walnut Street, Suite 3300
P.O. Box 13207
Kansas City, Missouri 64199-3207
(816) 527-4170
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 27, 2000
(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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 a 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 shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20
<PAGE> 2
CUSIP NO. 2107-5N-105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UtiliCorp United Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK BOX 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
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,272,727
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,272,727
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,727
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
--------------------------------------------------------------------------------
Page 2 of 20
<PAGE> 3
CUSIP NO. 2107-5N-105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aquila Energy Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK BOX 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
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,272,727
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,272,727
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,727
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 3 of 20
<PAGE> 4
CUSIP NO. 2107-5N-105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aquila Energy Capital Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; WC
--------------------------------------------------------------------------------
5 CHECK BOX 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
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,272,727
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,272,727
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,727
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
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<PAGE> 5
CUSIP NO. 2107-5N-105
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay D. Brehmer
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH -0-
REPORTING PERSON ------------------------------------------------------
WITH
8 SHARED VOTING POWER
2,272,727
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,272,727
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,272,727
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 5 of 20
<PAGE> 6
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.04 per
share (the "Common Stock"), of Contango Oil & Gas Company, a Nevada corporation
("Contango"). The principal executive office of Contango is 3700 Buffalo
Speedway, Suite 960, Houston, Texas 77098.
ITEM 2. IDENTITY AND BACKGROUND.
ITEMS 2(a) AND (b)
This Schedule 13D is being filed on behalf of:
(1) UtiliCorp United Inc. ("UtiliCorp");
(2) UtiliCorp's wholly-owned subsidiary Aquila Energy Corporation
("Aquila");
(3) Aquila's wholly-owned subsidiary Aquila Energy Capital
Corporation ("AECC"); and
(4) Jay D. Brehmer, an individual.
UtiliCorp, Aquila, AECC and Jay D. Brehmer are hereinafter referred to
singly as an "Aquila Related Entity," and collectively as the "Aquila Related
Entities."
Mr. Brehmer is employed as the Director of Capital and Finance for
AECC. Mr. Brehmer disclaims beneficial ownership of any securities owned by any
other Aquila Related Entity.
Schedule I attached hereto and incorporated herein sets forth with
respect to each director and/or executive officer of UtiliCorp his/her name,
residence, citizenship, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted. The principal business address for each executive
officer is 20 West Ninth Street, Kansas City, Missouri 64105.
Schedule II attached hereto and incorporated herein sets forth with
respect to each director and/or executive officer of Aquila, his/her name,
residence, citizenship, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted. The principal business address for each executive
officer is 1100 Walnut Street, Kansas City, Missouri 64106.
Schedule III attached hereto and incorporated herein sets forth with
respect to each director and/or executive officer of AECC, his/her name,
residence, citizenship, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted. The principal business address for each executive
officer
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<PAGE> 7
is 1100 Walnut Street, Kansas City, Missouri 64106. AECC also maintains the
following business address: Two Houston Center, 909 Fannin, Suite 1850, Houston,
Texas 77010- 1007.
ITEMS 2(c) AND (f)
UtiliCorp, a Delaware corporation, is primarily engaged in providing
energy and energy related products and services to customers throughout North
America and around the world.
Aquila, a Delaware corporation, is primarily engaged in the gathering,
transportation, marketing and wholesaling of natural gas, condensate, power and
other related commodities.
AECC, a Delaware corporation, is primarily engaged in providing
financial structuring services to companies involved in the acquisition and
exploration of oil and gas properties.
Mr. Brehmer is an employee of AECC holding the position of Director of
Capital and Finance for AECC and is a citizen of the United States of America.
ITEMS 2(d) AND (e)
During the last five years, neither UtiliCorp, Aquila, AECC, Mr.
Brehmer nor, to the best of their knowledge, any of their respective executive
officers or directors:
(1) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or
(2) has been 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, federal or state securities laws or finding any violation
with respect to such laws.
Page 7 of 20
<PAGE> 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 27, 2000, AECC purchased from Contango 5,000 shares of
Contango's newly-created Series B Senior Convertible Cumulative Preferred Stock,
par value $0.04 per share (the "Preferred Stock"), for the cash purchase price
of $5,000,000. AECC funded the purchase price for the Preferred Stock from its
own working capital that was contributed to AECC by its ultimate parent,
UtiliCorp, through AECC's immediate parent corporation, Aquila.
The Preferred Stock is presently convertible into shares of Contango's
Common Stock, initially for a conversion price of $2.20 per share or an
aggregate of 2,272,727 shares of Common Stock. Accordingly, the Aquila Related
Entities may be deemed to beneficially own the number of shares of Common Stock
into which the Preferred Stock is convertible.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Preferred Stock was acquired for investment purposes and for the
other purposes described in this Schedule 13D. The Aquila Related Entities
expect to seek to influence management of Contango from time to time,
principally through membership on Contango's board of directors of an individual
designated by AECC and through the exercise of voting rights attributable to
the Preferred Stock. On October 2, 2000, Jay D. Brehmer, an officer of AECC, was
elected to the board of directors of Contango in accordance with the terms of
the Securities Purchase Agreement pursuant to which AECC purchased the Preferred
Stock.
Based on their continuing evaluation of Contango's business, business
prospects and financial condition, alternative investment opportunities and
other factors that may be considered relevant by the Aquila Related Entities,
the Aquila Entities may choose from time to time to convert some or all of the
Preferred Stock into Common Stock, dispose of some or all of the Preferred Stock
or Common Stock into which Preferred Stock has been converted, or acquire and
dispose of other Contango securities (including Common Stock) by means of open
market transactions or in privately-negotiated transactions.
Except as described elsewhere in this Schedule 13D, the Aquila Related
Entities have no plans or proposals which relate to, or would result in, any of
the transactions described in Items 4(a)-(j) of Schedule 13D. The Aquila Related
Entities may in the future, however, consider such matters based on their
ongoing evaluation of Contango's business and finances. Accordingly, the Aquila
Related Entities may, subject to applicable laws, develop such plans or
proposals and hold formal or informal discussions with, and make such proposals
to, Contango's board of directors, officers or stockholders or with third
parties with respect to any such plans or proposals.
Page 8 of 20
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF CONTANGO.
(a) As of the date of this Schedule 13D, AECC owns 5,000 shares of
Preferred Stock, which constitutes all of the issued and outstanding shares of
Preferred Stock. AECC's Preferred Stock is presently convertible into
approximately 2,272,727 shares of Contango Common Stock, or approximately 9.0%
of Contango's outstanding Common Stock, after giving effect to the conversion of
all Preferred Stock owned by AECC. The rights afforded AECC with respect to the
Preferred Stock are set forth in the Securities Purchase Agreement dated
September 27, 2000, by and between Contango and AECC pursuant to which AECC
purchased the Preferred Stock (the "Purchase Agreement") and the Statement of
Designations, Preferences, and Relative Rights and Limitations of the Preferred
Stock filed by Contango with the Nevada Secretary of State to create the
Preferred Stock (the "Statement of Designations"). Both the Purchase Agreement
and the Statement of Designations are included as Exhibits to this Schedule 13D.
The Statement of Designations provides that the Preferred Stock is
entitled to vote, together with the holders of Common Stock and any other voting
capital stock of Contango, as one class on all matters submitted to a vote of
the stockholders of Contango. In any such vote, each share of Preferred Stock
entitles the holder to one vote per each share of Common Stock into which the
share of Preferred Stock is then convertible. Additionally, under the terms of
the Statement of Designations, Contango cannot take certain important corporate
actions unless approved by the holders of a majority of the Preferred Stock,
voting as a single class. The particular voting and consent rights of the
Preferred Stock are set forth in Section 6 of the Statement of Designations.
Aquila, as the parent corporation of AECC and UtiliCorp, as the
ultimate parent corporation of AECC each may be deemed to beneficially own
shares of the Preferred Stock and Common Stock deemed to be owned by the other
Aquila Related Entities, which is currently 5,000 shares of Preferred Stock and
approximately 2,272,727 shares of Common Stock into which the Preferred Stock is
presently convertible. Aquila and UtiliCorp each disclaim beneficial ownership
of the shares of Contango's Preferred Stock and Common Stock reported herein and
the filing of this Schedule 13D shall not be construed as an admission that any
such entity is the beneficial owner of any securities covered by this Schedule
13D.
Mr. Brehmer may be deemed to beneficially own shares of Contango's
Preferred Stock and Common Stock deemed to be owned by the other Aquila Related
Entities, which is currently 5,000 shares of Preferred Stock and approximately
2,272,727 shares of Common Stock into which the Preferred Stock is presently
convertible. Mr. Brehmer disclaims beneficial ownership of the shares of
Contango's Preferred Stock and Common Stock reported herein and the filing of
this Schedule 13D shall not be construed as an admission that Mr. Brehmer is the
beneficial owner of any securities covered by this Schedule 13D.
Page 9 of 20
<PAGE> 10
(b) Aquila, as the parent corporation of AECC, and UtiliCorp, as the
ultimate parent corporation of AECC, each may be deemed to have the power to
vote and dispose of the shares of Contango's Preferred Stock and Common Stock
that AECC has the power to vote and dispose of, which is currently 5,000 shares
of Preferred Stock and approximately 2,272,727 shares of Common Stock into which
the Preferred Stock is presently convertible.
(c) Except for the purchase by AECC described herein, none of the
Aquila Related Entities, and to the best of their knowledge, none of their
respective executive officers, or directors has effected transactions involving
Contango's Common Stock during the last sixty (60) days. The Aquila Related
Entities (other than AECC) and each of the individuals listed in Item 2
disclaims beneficial ownership of the shares of Contango's Preferred Stock and
Common Stock reported herein (except for the shares owned directly by such
individuals, if any) and the filing of this Schedule 13D shall not be construed
as an admission that any such person is the beneficial owner of any securities
covered by this Schedule 13D.
(d) No other persons other than those described in Item 5 have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Preferred Stock or the Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF CONTANGO.
The purchase and sale of the Preferred Stock was accomplished pursuant
to the Securities Purchase Agreement which is an Exhibit to this Schedule 13D.
The Purchase Agreement contains a number of agreements between Contango and AECC
pertaining to the Preferred Stock and the Common Stock, including the following:
(1) Contango and AECC made certain customary representations
and warranties to each other in Articles 3 and 4 of the Purchase
Agreement. Articles 3 and 4 of the Purchase Agreement are hereby
incorporated herein by this reference.
(2) The Preferred Stock and the Common Stock certificates are
required to bear a legend restricting transfer of the securities
represented thereby, except in compliance with the Securities Act and
any applicable state securities laws. Article 5 of the Purchase
Agreement is hereby incorporated herein by this reference.
(3) AECC is granted demand and "piggy-back" registration
rights with respect to securities into which the Preferred Stock is
converted (generally Common Stock) in Article 6 of the Purchase
Agreement. Article 6 of the Purchase Agreement is hereby incorporated
herein by this reference.
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<PAGE> 11
(4) Contango has agreed in Article 9 of the Purchase Agreement
not to issue securities ranking senior to the Preferred Stock unless
approved by the holders of Preferred Stock. Article 9 of the Purchase
Agreement is hereby incorporated herein by this reference.
(5) Contango has agreed in Article 10 of the Purchase
Agreement and in Section 6(d) of the Statement of Designations that for
so long as AECC holds at least five percent of Contango's Common Stock
or a sufficient number of shares of Preferred Stock which, if converted
to Common Stock would constitute at least five percent of Contango's
Common Stock, or a combination of these forms of ownership, then
Contango will use its best efforts to cause one of the members of
Contango's board of directors to be an individual selected by AECC.
Contango has also agreed to compensate such director on the same basis
as other outside directors of Contango. Article 10 of the Purchase
Agreement and Section 6(d) of the Statement of Designations are hereby
incorporated herein by this reference.
(6) Contango has also agreed in Article 10 of the Purchase
Agreement and in Section 6(d) of the Statement of Designations that if
AECC has not appointed or nominated for election at least one member of
Contango's board of directors pursuant to its rights described therein,
then AECC is granted the right to have an observer attend board
meetings and to have the observer compensated to the same extent as are
the directors of Contango. Article 10 of the Purchase Agreement and
Section 6(d) of the Statement of Designations are hereby incorporated
herein by this reference.
The Statement of Designation grants a number of other rights to the
holders of Preferred Stock, including the following:
(1) The Preferred Stock dividend rate is 8% per annum if paid
in cash and 10% per annum if Contango chooses to pay dividends in
additional shares of Preferred Stock. Accordingly, AECC may acquire
additional shares of Preferred Stock (and thus additional shares of
underlying Common Stock) if Contango chooses to pay dividends by
issuing more shares of Preferred Stock.
(2) The Preferred Stock generally ranks on a parity with
Contango's existing Series A Senior Preferred Convertible Cumulative
Preferred Stock. The terms of the two series of preferred stock are
substantially identical in most respects.
(3) The voting and consent rights of the Preferred Stock are
summarized in Item 5 above and are set forth in Section 6 of the
Statement of Designation.
(4) Section 6(d) of the Statement of Designations sets forth
certain rights of AECC to nominate one director to Contango's board of
directors and grants certain observer rights substantially identical to
those included in the Purchase Agreement. Additionally, Section 6(c)
provides that if Contango defaults in the payment of dividends (either
cash or in-kind) on two consecutive dividend payment dates, then
Contango's board of directors will
Page 11 of 20
<PAGE> 12
be increased by two directors and those directorships will be elected
by the holders of the Preferred Stock.
(5) Certain mandatory and voluntary conversion rights with
respect to the Preferred Stock are set forth in Section 7 of the
Statement of Designations. The Preferred Stock is initially convertible
into Common Stock at a conversion price of $2.20 per share. In the
event the mean average trading price of the Common Stock is equal to or
greater than $2.50 per share for 20 consecutive trading days, Contango
can itself convert the Preferred Stock into Common Stock at the then
applicable conversion price (initially $2.20 per share).
(6) Section 8 of the Statement of Designation grants certain
antidilution rights to the holders of Preferred Stock, including in the
event that Contango issues Common Stock at a price below the greater of
the then current conversion price for the Preferred Stock or the then
current market price for the Preferred Stock.
(7) Sections 9 and 10 of the Statement of Designations set
forth certain rights of the holders of Preferred Stock to receive
notice of certain corporate actions and additional protection against
impairment of the conversion rights of the Preferred Stock.
The particular sections of the Statement of Designations referred to above and
all other provisions of the Statement of Designations are set forth in an
Exhibit to this Schedule 13D and are hereby incorporated in this Schedule 13D in
their entirety.
In connection with the sale of the Preferred Stock, a "Co-Sale
Agreement" was executed as of September 27, 2000, by and among Contango. AECC,
certain other stockholders of Contango and Kenneth R. Peak. Mr. Peak is the
President, Chief Executive Officer and a stockholder of Contango. The Co-Sale
Agreement generally grants the stockholders who are parties to it (other than
Mr. Peak) the right to participate proportionately with Mr. Peak in any sales by
him of Common Stock then owned or later acquired by Mr. Peak. The Co-Sale
Agreement is included in this Schedule 13D as an Exhibit and is hereby
incorporated herein by this reference.
In connection with the sale of the Preferred Stock, a "Marketing
Agreement" was executed as of September 27, 2000, between Contango and AECC, The
Marketing Agreement generally provides that AECC has the right to purchase
natural gas produced from oil and gas properties then owned or later acquired by
Contango provided that the price offered by AECC is better than competing bids
and that AECC's terms of purchase are comparable to, or more favorable than,
Contango's competing bids. Contango is not required to offer natural gas sales
to AECC under the Marketing Agreement if the sale to AECC would conflict with
certain types of contractual arrangements pertaining to the properties from
which the natural gas is produced by Contango. The Marketing Agreement is
included in this Schedule 13D as an Exhibit and is hereby incorporated herein by
this reference.
Page 12 of 20
<PAGE> 13
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
99.1 Securities Purchase Agreement
99.2 Statement of Designation for Preferred Stock
99.3 Co-Sale Agreement
99.4 Marketing Agreement
[SIGNATURE PAGE FOLLOWS]
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<PAGE> 14
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: October 6, 2000
UtiliCorp United Inc.
By: /s/ PETER S. LOWE
--------------------------------------
Name: Peter S. Lowe
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
Aquila Energy Corporation
By: /s/ DANIEL J. STREEK
--------------------------------------
Name: Daniel J. Streek
--------------------------------------
Title: Senior Vice President
--------------------------------------
Aquila Energy Capital Corporation
By: /s/ BRUCE A. REED
--------------------------------------
Name: Bruce A. Reed
--------------------------------------
Title: Senior Vice President
--------------------------------------
Page 14 of 20
<PAGE> 15
SCHEDULE I
TO SCHEDULE 13D OF AQUILA RELATED ENTITIES
DIRECTORS AND OFFICERS OF UTILICORP
Each executive officer is a citizen of the United States of America unless
otherwise noted.
Richard C. Green, Jr. Chairman of the Board of Directors and Chief
Executive Officer
1215 W. 57th Street
Kansas City, MO 64113
Robert K. Green President and Chief Operating Officer; Director
2318 West 59th Street
Shawnee Mission, KS 66208
Peter S. Lowe Senior Vice President and Chief Financial Officer
5505 West 86th Street
Overland Park, KS 66207
Leslie J. Parette, Jr. Senior Vice President and General Counsel
6612 West 121st Street
Overland Park, KS 66209
James G. Miller Senior Vice President
5828 Hickory Place
Parkhill, MO 64152
Keith G. Stamm Senior Vice President
13109 Beverly Street
Overland Park, KS 66209
Dale J. Wolf Vice President, Secretary and Treasurer
3305 W. 132nd Street
Leawood, KS 66209
Page 15 of 20
<PAGE> 16
Nancy J. Browning Assistant Secretary
4952 Belinder
Westwood, KS 66205
Douglas P. Evanson Assistant Secretary and Assistant Treasurer
15409 Horton
Overland Park, KS 66223
Michael Cole Assistant Treasurer
12521 Searcy
Carney, MO 64060
Shirley Ann Jackson Director
President, Rensselaer Polytechnic Institute
110 8th Street
Troy, NY 12180-3590
John R. Baker Director
205 Oxford Lane
Lee's Summit, MD 64063
Robert F. Jackson, Jr. Director
1005 W. 125th Terrace
Kansas City, MO 64145
L. Patton Kline Director
Mountain Lake
Lake Wales, FL 33359-0832
Herman Cain Chairman of the Board, Godfather's Pizza, Inc.
9140 West Dodge Road
Omaha, NE 68114
Page 16 of 20
<PAGE> 17
Stanley O. Ikenberry Director
University of Illinois
President, American Council of Education
1007 W. Nevada
Urbana, IL 61801
Irvine O. Hockaday, Jr. Director
President and Chief Executive Officer of Hallmark
Cards, Inc.
Page 17 of 20
<PAGE> 18
SCHEDULE II
DIRECTORS AND OFFICERS OF AQUILA
Each executive officer is a citizen of the United States of America unless
otherwise noted.
Robert K. Green Chairman of the Board of Directors
2318 West 59th Street
Shawnee Mission, KS 66208
Keith G. Stamm Chief Executive Officer; Director
13109 Beverly Street
Overland Park, KS 66209
Edward K. Mills President and Chief Operating Officer; Director
4344 Terrace
Kansas City, MO 64111
Daniel J. Streek Senior Vice President
11011 N. Main
Kansas City, MO 64155
Nancy J. Browning Secretary
4952 Belinder
Westwood, KS 66205
Dale J. Wolf Treasurer
3305 W. 132nd Street
Leawood, KS 66209
Page 18 of 20
<PAGE> 19
SCHEDULE III
DIRECTORS AND OFFICERS OF AECC
Each executive officer is a citizen of the United States of America unless
otherwise noted.
Robert K. Green Chairman of the Board of Directors
2318 West 59th Street
Shawnee Mission, KS 66208
Edward K. Mills President; Director
4344 Terrace
Kansas City, MO 64111
Daniel J. Streek Senior Vice President
11011 N. Main
Kansas City, MO 64155
Bruce A. Reed Senior Vice President
5628 Suwance Drive
Fairway, KS 66205
Nancy J. Browning Secretary
4952 Belinder
Westwood, KS 66205
Dale J. Wolf Treasurer
3305 W. 132nd Street
Leawood, KS 66209
Keith G. Stamm Director
13109 Beverly Street
Overland, KS 66209
Page 19 of 20
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
99.1 Securities Purchase Agreement
99.2 Statement of Designation for Preferred Stock
99.3 Co-Sale Agreement
99.4 Marketing Agreement
</TABLE>
Page 20 of 20
