SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
DEKALB Energy Company
(Name of Issuer)
Class A Stock
(Title of Class of Securities)
244874202
(CUSIP Number)
Check the following box if a fee is being paid with this statement
__. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*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 the disclosures provided
in a prior cover page.
The information required in 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>
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13G
CUSIP NO. 244874202 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Roberts, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
163,911
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 25,920
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 163,911
8 SHARED DISPOSITIVE POWER
25,920
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
189,831
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
Inapplicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
12 TYPE OF REPORTING PERSON
IN <PAGE>
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Item 1(a). Name of Issuer:
DEKALB Energy Company
Item 1(b). Address of Issuer's Principal Executive Offices:
700 9th Avenue, S.W.
Calgary, Alberta, Canada T2P 3V4
Item 2(a). Name of Person Filing:
Thomas H. Roberts, Jr.
Item 2(b). Address of Principal Business Office, or, if none,
Residence:
9 Arrowhead Lane
DeKalb, IL 60115
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A Stock
Item 2(e). CUSIP Number:
244874202
Item 3. Inapplicable
This amendment no. 15 amends amendment no. 14 of Schedule
13G filed by Thomas H. Roberts, Jr. on February 10, 1994. The
purpose of this amendment no. 15 is to report that on December 21,
1994 DEKALB Energy Company (the "Company") entered into an<PAGE>
<PAGE>
Agreement and Plan of Merger (the "Merger Agreement") among Apache
Corporation, XPX Acquisitions, Inc. ("Sub") a wholly owned
subsidiary of Apache, and the Company providing for the merger of
Sub into the Company in a transaction under Delaware Law by which
the Company would become a wholly owned subsidiary of Apache.
Pursuant to the requirements of the Merger Agreement the
undersigned and certain other stockholders of the Company, entered
into Stockholder Agreements with Apache. The Stockholder
Agreements provide generally, among other things, that each
stockholder has agreed to vote those shares of Class A Stock of the
Company identified in the schedule to his Stockholder Agreement in
favor of the Merger and against any action which would violate the
Merger Agreement or any other transaction involving a change in
control of the Company. The Stockholder Agreement provides further
that the undersigned will not solicit, initiate, or take any action
that is reasonably likely to lead to any Takeover Proposal (as
defined in the Stockholder Agreement) from a third party; not to
transfer the shares of Class A Common Stock subject to the
Agreement; and to refrain from certain other activities
inconsistent with the foregoing.
The Stockholder Agreement by its terms shall terminate if the
Merger Agreement is terminated in accordance with its terms.
The Stockholder Agreements relate in the aggregate to in
excess of fifty percent of the outstanding shares of Class A Common
Stock of the Company.
A copy of the Form of Stockholder Agreement is attached
hereto.
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: December 22, 1994
Signature:/s/ Thomas H. Roberts, Jr.
Name: Thomas H. Roberts, Jr.
(typed or printed)
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ATTACHMENT
STOCKHOLDER AGREEMENT
This Stockholder Agreement ("Agreement") is entered into
effective for all purposes as of December ___, 1994, by and between
APACHE CORPORATION, a Delaware corporation ("Parent"), and the
undersigned (the "Stockholder", and together with the other persons
who execute agreements in the same form as this Agreement, the
"Signatory Stockholders").
WHEREAS, Parent, XPX ACQUISITIONS, INC., a Delaware
corporation wholly owned by Parent ("Sub"), and DEKALB ENERGY
COMPANY, a Delaware corporation (the "Company"), are simultaneously
entering into an Agreement and Plan of Merger, (the "Merger
Agreement"), pursuant to which Sub will merge with and into the
Company (the "Merger"); and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have required that each of the
Signatory Stockholders enter into, and each of the Signatory
Stockholders has agreed to enter into, this Agreement or an
agreement in the same form as this Agreement (together, the
"Stockholder Agreements"); and
WHEREAS, the Board of Directors of the Company has, prior to
the execution of the Merger Agreement and the Stockholder
Agreements, approved the Merger Agreement and the Merger;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the
parties agree as follows:
ARTICLE 1
AGREEMENT TO SUPPORT MERGER
Section 1.1 Voting. The Stockholder hereby agrees that,
during the term that this Agreement is in effect, at any meeting of
the stockholders of the Company, however called, or in connection
with any written consent of the stockholders of the Company, the
Stockholder shall vote (or cause to be voted) all voting Shares (as
defined in Section 2.1) held of record (or beneficially) by the
Stockholder:
(a) in favor of the Merger and the adoption of the Merger
Agreement;
(b) against any action or agreement that would result in a
breach of any covenant, representation or warranty, or any other
obligation or agreement, of the Company under the Merger Agreement;
or<PAGE>
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(c) except as otherwise agreed to in writing in advance by
Parent, against the following actions (other than the Merger and
the transactions contemplated by the Merger Agreement):
(i) any extraordinary corporate transaction, such
as a merger, consolidation or other business combination
involving the Company or any of its subsidiaries (as
defined in the Merger Agreement);
(ii) a sale, lease or transfer of a material amount
of assets of the Company or any of its subsidiaries or a
reorganization, recapitalization, dissolution or
liquidation of the Company or any of its subsidiaries;
(iii) any change in the Board of Directors of
the Company;
(iv) any change in the present capitalization of the
Company or any amendment to the Company's Certificate of
Incorporation or By-laws;
(v) any change in the Company's corporate structure
or business; or
(vi) any other action that is intended, or that
could reasonably be expected, to impede, interfere with,
delay, postpone or discourage, or adversely affect the
contemplated economic benefits to Parent of, the Merger
and the actions or transactions contemplated by the
Merger Agreement or this Agreement.
The Stockholder further agrees that the Stockholder will not enter
into any agreement or understanding with any person or entity prior
to the termination of this Agreement that is in any manner
inconsistent with the provisions of this Section 1.1.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
Section 2.1Representations and Warranties. The Stockholder hereby
represents and warrants to Parent as follows:
(a) Ownership of Shares. The Stockholder is the record and
beneficial owner of the number of shares of voting Class A Stock,
no par value, of the Company ("Class A Stock") and the number of
shares of Class B (nonvoting) Stock, no par value, of the Company
("Class B Stock"; the Class A Stock and Class B Stock,
collectively, the "Common Stock") as set forth on Schedule A hereto
(the "Existing Shares" and, together with any shares of Common
Stock of the Company acquired by the Stockholder hereafter<PAGE>
<PAGE>
and prior to the termination of this Agreement, whether upon
exercise of options, conversion of convertible securities,
purchase, exchange or otherwise, the "Shares"). On the date
hereof, the Existing Shares constitute all of the shares of Common
Stock of the Company owned of record or beneficially by the
Stockholder. Except as described on Schedule A attached hereto,
the Stockholder has sole voting power and sole power of
disposition, sole power to demand an appraisal of any Existing
Shares entitled to appraisal pursuant to Section 262 of the
Delaware General Corporation Law and sole power to engage in the
actions set forth herein, including those set forth in Article 3
hereof, in each case with respect to all of the Existing Shares,
with no restrictions on such rights except pursuant to the terms of
this Agreement.
(b) Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of the
Stockholder's obligations under this Agreement. The execution,
delivery and performance of this Agreement by the Stockholder will
not violate any other agreement to which the Stockholder is a party
or by which the Stockholder or any of the Stockholder's properties
or assets are or may be bound, including, without limitation, any
trust agreement, voting
<PAGE>
<PAGE>
agreement, irrevocable proxy, stockholders agreement or voting
trust. This Agreement has been duly and validly executed and
delivered by the Stockholder and constitutes a valid and binding
agreement of the Stockholder, enforceable against the Stockholder
in accordance with its terms. There is no beneficiary, or holder
of a voting trust certificate or other interest, of any trust of
which the Stockholder is a trustee whose consent is required for
the execution and delivery of this Agreement or the consummation of
the transactions contemplated hereby with respect to any Existing
Shares. If the Shares constitute community property, this
Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, each person having
community property rights in the Shares, enforceable against such
person in accordance with its terms.
(c) No Conflicts. Except pursuant to the Securities Exchange
Act of 1934, as amended, no filing with, and no permit,
authorization, consent or approval of, any state or federal public
body or authority or any other person (or entity) is necessary for
the execution of this Agreement by the Stockholder and the
performance by the Stockholder of the actions contemplated hereby.
Neither the execution and delivery of this Agreement by the
Stockholder nor the consummation by the Stockholder of the
transactions contemplated hereby nor compliance by the Stockholder
with any of the provisions hereof will (i) result in a violation or
breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration)
under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or
obligation of any kind to which the Stockholder is a party or by
which the Stockholder or any of the Stockholder's properties or
assets are or may be bound or (ii) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's
properties or assets.
(d) No Adverse Claims. The Shares and the certificates
representing such Shares are now and at all times during the term
of this Agreement will be held by the Stockholder, or by a nominee
or custodian for the benefit of the Stockholder, free and clear of
all liens, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such encumbrances or
proxies arising under this Agreement.
(e) No Brokers. No broker, investment banker, financial
advisor or other person is entitled to receive from the Company <PAGE>
<PAGE>
or any subsidiary any broker's, finder's, financial advisor's or
other similar fee or commission in connection with the transactions
contemplated hereby based on arrangements made by or on behalf of
the Stockholder.
(f) Material Reliance. The Stockholder understands and
acknowledges that Parent is entering into, and causing Sub to enter
into, the Merger Agreement in material reliance upon the
Stockholder's execution and delivery of this Agreement.
(g) No Intention to Dispose. The Stockholder has no plan or
intention to, directly or indirectly, sell, exchange, or otherwise
dispose of, reduce the risk of loss by short sale or otherwise, or
enter into any contract or other arrangement with respect to, or
consent to, the sale, exchange or other disposition of any interest
in any shares of Parent Common Stock (as defined in the Merger
Agreement) received pursuant to the Merger. The Stockholder
acknowledges that the Stockholder is giving this representation to
enable Mayor, Day, Caldwell & Keeton, L.L.P. and Sidley and Austin
to opine that the Merger constitutes a reorganization within the
meaning of Section 368(a) of the Code and further recognizes that
significant adverse tax consequences might result if such
representation is not true. The Stockholder understands and agrees
that, in connection with the Merger, the Stockholder will give
written notice to the Company and Parent in the event that, at the
Effective Time of the Merger (as defined in the Merger Agreement)
there is any change in any of the representations of the
Stockholder set forth in this Section 2.1(g).
ARTICLE 3
CERTAIN COVENANTS AND AGREEMENTS
Section 3.1 Certain Covenants of Stockholder. Except in
accordance with the terms of this Agreement, during the term of
this Agreement, the Stockholder hereby covenants and agrees as
follows:
(a) No Solicitation. (X) The Stockholder will immediately
cease and cause to be terminated all existing discussions and
negotiations, if any, with any parties conducted heretofore by the
Stockholder with respect to any Takeover Proposal. As used in this
Agreement, "Takeover Proposal" means any tender offer or exchange
offer for 20% or more of the outstanding shares of Class A Stock or
Class B Stock or any proposal or offer for a merger, consolidation,
amalgamation or other business combination involving the Company or
its subsidiaries or any equity securities (or securities
convertible into equity securities) of the Company, or any proposal
or offer to acquire in any manner a 20% or greater equity or
beneficial interest in, or a material amount of the assets or value
of, the Company or its<PAGE>
<PAGE>
subsidiaries, other than pursuant to the transactions contemplated
by the Merger Agreement.
(Y) The Stockholder will not, and will not permit any of the
Stockholder's representatives or agents to, directly or indirectly,
(i) (A) solicit, (B) initiate or (C) (excluding any action referred
to in clauses (ii) and (iii) of this sentence) encourage or take
any action to facilitate the making of, any offer or proposal that
constitutes or that is reasonably likely to lead to any Takeover
Proposal, (ii) participate in any discussions (other than as
necessary to clarify the terms and conditions of any unsolicited
offer, including any financing or other contingencies and other
relevant facts with respect thereto) or negotiations regarding any
Takeover Proposal (other than with the Stockholder's legal counsel,
other Signatory Stockholders or officers or directors of the
Company) or (iii) furnish to any person (other than Parent or its
representatives) any nonpublic information or nonpublic data
regarding the Company. The Stockholder will notify Parent or
officers or directors of the Company orally and in writing of any
such inquiries, offers or proposals to the Stockholder (including
the terms and conditions of any offer or proposal and the identity
of the person making any inquiry, offer or proposal) as promptly as
possible and in any event within 24 hours after receipt thereof.
(b) Restriction on Transfer; Proxies and Non-Interference;
Restriction on Withdrawal. The Stockholder shall not, directly or
indirectly:
(i) except pursuant to the terms of the Merger
Agreement, offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of (or in
any other way reduce the Stockholder's risk of ownership
in), or enter into any contract, option or other
arrangement or understanding with respect to or consent
to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of (or in
any other way reduce the Stockholder's risk of ownership
in), any or all of the Shares or any other equity
securities of the Company or any interest therein;
(ii) except as contemplated by this Agreement, grant
any proxies or powers of attorney, deposit any Shares
into any voting trust or enter into any voting agreement
with respect to any Shares;
(iii) convert any Shares that are of Class A
Stock into Class B Stock; or<PAGE>
<PAGE>
(iv) take any action that would make any
representation or warranty of the Stockholder contained
herein untrue or incorrect or have the effect of
preventing or disabling the Stockholder from performing
the Stockholder's obligations under this Agreement.
(c) Waiver of Appraisal Rights. The Stockholder hereby
waives any and all rights of appraisal or rights to require the
Company to purchase any of the Shares that the Stockholder may have
under the Delaware General Corporation Law.
Section 3.2 Certain Agreements with Respect to Shares for
Purposes of Rule 145. If the Stockholder may be deemed to be an
"affiliate" of the Company pursuant to Rule 145 under the
Securities Act of 1933, as amended, the Stockholder has delivered,
or agrees to deliver to the Parent prior to the closing of the
Merger, an Affiliate Agreement in the form attached to the Merger
Agreement as Exhibit A with respect to the Shares and future
transactions with respect to Parent Shares by the Stockholder
("Affiliate Agreement"). Each representation of the Stockholder
made in Section 2.1(b) and Section 2.1(c) hereof with respect to
this Agreement is hereby confirmed to be true and correct with
respect to the Affiliate Agreement, if any.
Section 3.3 Binding Obligations. The Stockholder agrees
that this Agreement and the Stockholder's obligations hereunder
and, if applicable, under the Affiliate Agreement shall attach to
the Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of the Shares shall pass, whether by
operation of law or otherwise, including without limitation the
Stockholder's heirs, guardians, administrators or successors.
Section 3.4 Stop Transfer. The Stockholder agrees with,
and covenants to, Parent that the Stockholder shall not request
that the Company register any transfer of any certificate
representing any of the Shares, if such transfer would violate any
provision of this Agreement.
ARTICLE 4
TERMINATION
Section 4.1 Termination. This Agreement shall terminate if
the Merger Agreement is terminated in accordance with its terms
other than as a result of the effectiveness of the Merger. Such
termination shall not affect the rights of Parent for any breach of
any covenants, agreements, representations or warranties herein by
the Stockholder.<PAGE>
<PAGE>
ARTICLE 5
MISCELLANEOUS
Section 5.1 Entire Agreement; Assignment. This Agreement
and the Affiliate Agreement, if applicable, executed by the
Stockholder, (i) constitute the entire agreement between the
parties with respect to the subject matter hereof and thereof and
supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject
matter hereof and (ii) shall not be assigned by operation of law or
otherwise without the prior written consent of the other party;
provided that Parent may assign, in its sole discretion, its rights
and obligations hereunder and thereunder to any direct or indirect
wholly owned subsidiary of Parent, but no such assignment shall
relieve Parent of its obligations hereunder if such assignee does
not perform such obligations. Subject to the preceding sentence,
this Agreement and the Affiliate Agreement, if applicable, shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors, heirs, personal representatives, legal
representatives and permitted assigns.
Section 5.2 Amendments. This Agreement may not be
modified, amended, altered or supplemented, except upon the
execution and delivery of a written agreement executed by the
parties hereto. The Merger Agreement may be amended in accordance
with the terms thereof, and each reference herein to the Merger
Agreement shall mean the Merger Agreement as amended, provided that
any such amendment that changes the Exchange Ratio as provided in
Section 1.5 of the Merger Agreement or that in any way materially
adversely affects the rights of the stockholders of the Company
shall have been approved by the Stockholder.
Section 5.3 Stockholder Capacity. If the Stockholder is or
becomes during the term hereof a director of the Company, then the
Stockholder makes no agreement or understanding herein in his or
her capacity as a director. The Stockholder signs solely in his,
her or its capacity as the record and beneficial owner of the
Shares.
Section 5.4 Written Notices. All written notices,
requests, claims, demands and other communication hereunder shall
be given (and shall be deemed to have been duly received if so
given) by hand delivery, telegram, telex or telecopy, or by mail
(registered or certified mail, postage prepaid, return receipt
requested) or by any courier service, such as Federal Express,
providing proof of delivery, to the respective parties at the
following addresses:
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(a) if to Parent, to
Apache Corporation
2000 Post Oak Blvd., Ste. 100
Houston, Texas 77056
Attention: James R. Bauman, Senior Vice President
Telephone: (713) 296-6206
Telecopy: (713) 296-6457
with copies (which shall not constitute notice) to:
Apache Corporation
2000 Post Oak Blvd., Ste. 100
Houston, Texas 77056
Attention: Zurab S. Kobiashvili, General Counsel
Telephone: (713) 296-6204
Telecopy: (713) 296-6458
Geoffrey K. Walker
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002-2778
Telephone: (713) 225-7023
Telecopy: (713) 225-7047
(b) if to the Company, to
DEKALB Energy Company
700-9th Avenue, SW
10th Floor
Calgary, Alberta,
Canada T2P 3V4
Attention: John H. Witmer, Jr., General Counsel
Telephone: (403) 261-1200
Telecopy: (403) 266-5987
with a copy (which shall not constitute notice) to:
<PAGE>
<PAGE>
Thomas E. Swaney
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Telephone: (312) 853-7476
Telecopy: (312) 853-7036
(c) if to the Stockholder, to the address set forth on the
signature page hereof or to such other address as the person to
whom notice is given may have previously furnished to the others in
writing in the manner set forth above.
Section 5.5 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of Delaware, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws thereof.
Section 5.6 Specific Performance. Each of the parties
hereto recognizes and acknowledges that a breach by it of any
covenants or agreements contained in this Agreement will cause the
other party to sustain damages for which there would be no adequate
remedy at law for money damages, and therefore each of the parties
hereto agrees that in the event of any such breach the aggrieved
party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable
relief, in addition to any other remedy to which such party may be
entitled, at law or in equity.
Section 5.7 Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
Agreement.
Section 5.8 Descriptive Heading. The descriptive headings
used herein are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or
interpretation of this Agreement.
Section 5.9 Further Assurances. From time to time, at
Parent's request and without further consideration, the Stockholder
shall execute and deliver such additional documents and take all
such further action as may be necessary or appropriate to
consummate and make effective, in the most expeditious manner
practicable, the agreements, covenants and transactions
contemplated by this Agreement.
Section 5.10 Severability. Whenever possible, each
provision or portion of any provision of this Agreement will be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision or portion of any provision of
this Agreement is held to be invalid, illegal or <PAGE>
<PAGE>
unenforceable, such invalidity, illegality or unenforceability will
not affect any other provision or portion of any provision, and
this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision
or portion of any provision had never been contained herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered effective for all purposes as of the
date first above written.
APACHE CORPORATION
By:
Name:
Title:
STOCKHOLDER:
Signature:
Printed Name:
Address:
