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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ONE)
MITCHELL ENERGY & DEVELOPMENT CORP.
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(Name of Issuer)
Class A Common Stock, $0.10 par value
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(Title of Class of Securities)
606592 20 2
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(CUSIP Number)
Spiros N. Vassilakis
2002 Timberloch Place
The Woodlands, TX 77380
713/377-5609
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George P. Mitchell
Social Security Number: ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (a) [ ]
A GROUP (b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK 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
U.S.
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NUMBER 7. SOLE VOTING POWER
OF 26,930,171
SHARES BENEFICIALLY ------------------------------------------
OWNED 8. SHARED VOTING POWER
BY 1,022,506
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 26,930,171
WITH ------------------------------------------
10. SHARED DISPOSITIVE POWER
1,022,506
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
27,952,677
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.9%
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14. TYPE OF REPORTING PERSON
IN
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cynthia Woods Mitchell
Social Security Number: ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (a) [ ]
A GROUP (b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK 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
U.S.
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7. SOLE VOTING POWER
NUMBER -0-
OF ------------------------------------------
SHARES BENEFICIALLY 8. SHARED VOTING POWER
OWNED 1,022,506
BY ------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
1,022,506
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,022,506
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $0.10 par value
(the "Class A Common Stock"), of Mitchell Energy & Development Corp., a Texas
corporation (the "Company"). The address of the principal executive offices of
the Company is 2001 Timberloch Place, The Woodlands, Texas 77380.
Item 2. Identity and Background.
(a) - (b) This statement is filed by George P. Mitchell, whose
principal business address is 2001 Timberloch Place, The Woodlands, Texas 77380,
and his wife, Cynthia Woods Mitchell, whose principal business mailing address
is P. O. Box 7719, The Woodlands, Texas 77387.
(c) Mr. Mitchell's principal occupation is Chairman of the Board and
Chief Executive Officer of the Company. Mrs. Mitchell is a homemaker.
(d) During the last five years, neither Mr. nor Mrs. Mitchell has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Mr. nor Mrs. Mitchell has been
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.
(f) Mr. and Mrs. Mitchell are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Mitchell and Mrs. Mitchell acquired 13,669,255 and 511,253 shares
of Class A Common Stock, respectively, on June 29, 2000, in connection with the
reclassification by the Company of its Class B Common Stock ("Class B Stock")
into shares of Class A Common Stock. The reclassification was proposed by the
Board of Directors of the Company for the reasons described in the Company's
Proxy Statement, dated May 25, 2000, and was authorized by the Company's
shareholders on June 28, 2000, at the Company's Annual Shareholder Meeting. The
proposal resulted in an amendment to the Company's Restated Articles of
Incorporation that became effective as of 4:00 p.m., New York City time, on June
29, 2000, combining the Company's two classes of common stock into a single
class of voting common stock by reclassifying each issued share of Class B Stock
into one share of Class A Common Stock. Thus, Mr. and Mrs. Mitchell acquired
their additional shares of Class A Common Stock by operation of law and without
payment of any funds or consideration.
Item 4. Purpose of Transaction.
As indicated above in Item 3, Mr. and Mrs. Mitchell acquired their
additional shares of Class A Common Stock on June 29, 2000, in connection with
the Company's reclassification of its Class B Stock. Prior to the
reclassification, Mr. Mitchell and Mrs. Mitchell beneficially owned 64.0% and
2.3%, respectively, of the Class A Common Stock, the only voting securities
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of the Company, and immediately following the reclassification, they continued
to own approximately 54.8% and 2.1%, respectively, of the only voting securities
of the Company, the Class A Common Stock.
Reference is made to the discussion of the Company's reclassification
amendment at pages 15-19 of the Proxy Statement referred to in Item 3, which is
incorporated herein by reference. Reclassification of the Class B Stock will
result in the delisting of the Class B Stock on the New York Stock Exchange.
Otherwise, neither Mr. Mitchell nor Mrs. Mitchell currently has specific plans
or proposals that would result in any of the matters described in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Mitchell beneficially owns 27,952,677 shares of Class A Common
Stock, representing approximately 56.9% of the Class A Common Stock outstanding.
Mrs. Mitchell beneficially owns 1,022,506 shares of Class A Common Stock,
representing approximately 2.1% of the Class A Common Stock outstanding.
(b) Mr. Mitchell has sole voting and dispositive power with respect to
all 26,930,171 shares of Class A Common Stock which he owns. Mr. and Mrs.
Mitchell may be deemed to share voting and dispositive power with respect to the
1,022,506 shares of Class A Common Stock which Mrs. Mitchell owns. Mr. Mitchell
disclaims beneficial ownership of the shares of Class A Common Stock indicated
as being beneficially owned by Mrs. Mitchell in Item 5(a) and Mrs. Mitchell
disclaims beneficial ownership of the shares of Class A Common Stock indicated
as being beneficially owned by Mr. Mitchell in Item 5(a).
(c) Except as described in Item 3 hereof, neither Mr. Mitchell nor Mrs.
Mitchell has engaged in any transactions in shares of the Class A Common Stock
within the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The Joint Filing Agreement between George P. Mitchell and Cynthia Woods
Mitchell is filed as Exhibit 1.1 hereto.
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Pages 15-19 and Exhibit A of the Company's Proxy Statement, dated May
25, 2000 are filed as Exhibit 1.2 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: June 29, 2000
/s/ GEORGE P. MITCHELL
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George P. Mitchell
/s/ CYNTHIA WOODS MITCHELL
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Cynthia Woods Mitchell
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits
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<S> <C>
1.1 Joint Filing Agreement between George P. Mitchell and Cynthia
Woods Mitchell
1.2 Proposed Amendment to Restated Articles
</TABLE>
