<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
HARCOR ENERGY, INC.
(Name of Subject Company)
SENECA WEST CORP.
A WHOLLY OWNED SUBSIDIARY OF
SENECA RESOURCES CORPORATION
WHICH IS A WHOLLY OWNED SUBSIDIARY OF
NATIONAL FUEL GAS COMPANY
(BIDDERS)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
411 628 209
(CUSIP Number of Class of Securities)
---------------------
JOHN F. MCKNIGHT
VICE PRESIDENT -- LAND AND LEGAL
SENECA RESOURCES CORPORATION
1201 LOUISIANA, SUITE 400
HOUSTON, TX 77002
(713) 654-2643
FAX: (713) 654-2659
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
With a Copy To:
GARY W. ORLOFF
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER PENNZOIL PLACE
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TX 77002
(713) 221-1306
FAX: (713) 221-1212
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SCHEDULE 14D-1
CUSIP NO.: 411 628 209
<TABLE>
<C> <S> <C>
- ---------------------------------------------------------------------------
(1) Name of Reporting Persons
IRS Identification No. of above person
Seneca West Corp.
- ---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a)[
]
N/A (b)[
]
- ---------------------------------------------------------------------------
(3) SEC use only
- ---------------------------------------------------------------------------
(4) Source of Funds
- ---------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- ---------------------------------------------------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- ---------------------------------------------------------------------------
(8) Check if the Aggregate Amount in Row (7) Excludes Certain
Shares [ ]
- ---------------------------------------------------------------------------
(9) Percent of Class Represented by Amount in Row (7)
0%
- ---------------------------------------------------------------------------
(10) Type of Reporting Person
CO
- ---------------------------------------------------------------------------
</TABLE>
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SCHEDULE 14D-1
CUSIP NO. 411 628 209
- --------------------------------------------------------------------------------
(1) Name of Reporting Persons
IRS Identification No. of above person
Seneca Resources Corporation
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of Funds
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Pennsylvania
- --------------------------------------------------------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
(8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(9) Percent of Class Represented by Amount in Row (7)
0%
- --------------------------------------------------------------------------------
(10) Type of Reporting Person
CO
- --------------------------------------------------------------------------------
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SCHEDULE 14D-1
CUSIP NO.: 411 628 209
- --------------------------------------------------------------------------------
(1) Name of Reporting Persons
IRS Identification No. of above person
National Fuel Gas Company
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
N/A (b) [ ]
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New Jersey
- --------------------------------------------------------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
(8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(9) Percent of Class Represented by Amount in Row (7)
0%
- --------------------------------------------------------------------------------
(10) Type of Reporting Person
CO
- --------------------------------------------------------------------------------
3
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This statement relates to a tender offer by Seneca West Corp., a Delaware
corporation (the "Purchaser") and wholly owned subsidiary of Seneca Resources
Corporation, a Pennsylvania corporation (the "Parent"), to purchase all
outstanding shares (the "Shares") of Common Stock, par value $.10 per share (the
"Common Stock") of HarCor Energy, Inc. at $2.00 per Share net to the seller in
cash and without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase (the "Offer to Purchase"), a copy of which is
attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a
copy of which is attached hereto as Exhibit (a)(2) (which together constitute
the "Offer"). The Parent is a wholly owned subsidiary of National Fuel Gas
Company, a New Jersey corporation ("National Fuel").
The Purchaser, the Parent and National Fuel hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 originally filed on April 6,
1998, as amended, with respect to the offer by the Purchaser to purchase the
Company's outstanding shares of Common Stock as set forth in this Final
Amendment to Schedule 14D-1 and Initial Schedule 13D. On May 5, 1998, the Parent
issued the Press Release filed as an Exhibit hereto, announcing the results of
the Offer and that it had given notice to the Depositary that it had accepted
for payment all Shares tendered prior to the expiration of the Offer. The Offer
has terminated, and pursuant to Instruction F of Schedule 14D-1, this Final
Amendment and Initial Schedule 13D shall be deemed to satisfy the reporting
requirements of Section 13(d) of the Exchange Act with respect to all Common
Stock of the Company acquired by the Purchaser pursuant to the Offer as reported
herein.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is HarCor Energy, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at Five Post Oak Park, Suite 2220, Houston, Texas 77027.
(b) The information set forth in the Introduction to, and in Section 1, "Terms
of the Offer," of the Offer to Purchase is incorporated herein by
reference.
Further, Shares tendered pursuant to the Offer may be withdrawn pursuant to
the procedure set forth in the Offer to Purchase at any time prior to the
Expiration Date and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may be withdrawn at any time after June 5,
1998.
Notwithstanding any other provision of the Offer, and in addition to (and
not in limitation of) the Purchaser's rights to extend the Offer under
certain circumstances (subject to the provisions of the Merger Agreement),
the Purchaser shall not be required to accept for payment or, subject to
the applicable rules and regulations of the Commission, purchase or pay
for, and may delay the acceptance for payment of or, subject to the
applicable rules and regulations of the Commission, payment for, any Shares
tendered pursuant to the Offer, may amend the Offer as to any Shares not
then accepted for payment and may terminate the Offer and not accept for
payment any Shares, if (i) the Minimum Condition has not been satisfied or
(ii) at any time on or after the date of execution of the Merger Agreement
and before the Expiration Date pursuant to the Offer, any of the events
described in Section 14 of the Offer to Purchase shall have occurred.
(c) The information set forth in Section 6, "Price Range of Shares; Dividends,"
of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by the Purchaser, the Parent and National
Fuel. The information set forth in the Introduction to, and in Section 9,
"Certain Information Concerning the Purchaser, the Parent and National Fuel,"
and Schedule I, "Information Concerning the Directors and Executive Officers of
National Fuel, the Parent and the Purchaser," of the Offer to Purchase is
incorporated herein by reference.
(a)-(d) and (g) The name, residence or business address, citizenship, present
principal occupation or employment and material occupations
during the last 5 years of each executive officer and director
of National Fuel, the Parent and the Purchaser is set forth in
Schedule I of the Offer to Purchase.
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(e) and (f) During the last five years, neither National Fuel, the Parent, the
Purchaser nor any of the persons listed in Schedule I of the Offer
to Purchase has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which any such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, or
finding any violation of federal or state securities laws.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction to, and in Section
9, "Certain Information Concerning the Purchaser, the Parent and
National Fuel," Section 10, "Background of the Offer; Contacts
with the Company," and Section 12, "The Merger Agreement;
Confidentiality Agreement," of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in Section 13, "Source and Amount of
Funds," of the Offer to Purchase is incorporated herein by
reference.
National Fuel will obtain the funds required in connection with
the Offer and Merger either by using internally generated funds on
hand or by drawing on uncommitted lines of credit or both. These
lines of credit currently total more than $600 million, do not
require additional arrangements for finalization and do not
contain conditions to borrowing. When called upon, borrowings are
evidenced by entries on a grid note. National Fuel has uncommitted
lines of credit with, among others, The Chase Manhattan Bank,
CitiBank, Marine Midland Bank, Industrial Bank of Japan, and Fleet
Financial Corporation.
The Purchaser required $31,100,000 from National Fuel to purchase
the Shares pursuant to the Offer. National Fuel was already
borrowing from PNC Bank, BNL Bank, Fleet Financial Corporation and
Marine Midland Bank on the date the Purchaser needed such funds.
National Fuel therefore utilized $1,219,202.66 of internally
generated funds and borrowed the remainder of the necessary funds
by drawing on the uncommitted lines of credit with such banks. The
name of the bank, the allocated amount borrowed and the initial
interest rate of each borrowing are, respectively, PNC Bank
-$13,431,893.69 at 5.530852%, BNL Bank - $4,132,890.37 at 5.54%,
Fleet Financial Corporation - $7,025,913.62 at 5.56% and Marine
Midland Bank - $5,290,099.67 at 5.56%.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the Introduction to, and in Section
11, "Purpose of the Offer and the Merger; Plans for the Company,"
and Section 13, "Source and Amount of Funds," of the Offer to
Purchase is incorporated herein by reference.
National Fuel will obtain the funds required in connection with
the Offer and Merger either by using internally generated funds on
hand or by drawing on uncommitted lines of credit or both. These
lines of credit currently total more than $600 million, do not
require additional arrangements for finalization and do not
contain conditions to borrowing. When called upon, borrowings are
evidenced by entries on a grid note. National Fuel has uncommitted
lines of credit with, among others, The Chase Manhattan Bank,
CitiBank, Marine Midland Bank, Industrial Bank of Japan, and Fleet
Financial Corporation.
The Purchaser required $31,100,000 from National Fuel to purchase
the Shares pursuant to the Offer. National Fuel was already
borrowing from PNC Bank, BNL Bank, Fleet
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<PAGE> 7
Financial Corporation and Marine Midland Bank on the date the
Purchaser needed such funds. National Fuel therefore utilized
$1,219,202.66 of internally generated funds and borrowed the
remainder of the necessary funds by drawing on the uncommitted
lines of credit with such banks. The name of the bank, the
allocated amount borrowed and the initial interest rate of each
borrowing are, respectively, PNC Bank -$13,431,893.69 at
5.530852%, BNL Bank - $4,132,890.37 at 5.54%, Fleet Financial
Corporation - $7,025,913.62 at 5.56% and Marine Midland Bank -
$5,290,099.67 at 5.56%.
(f) and (g) The information set forth in Section 7, "Effect of the Offer on
the Market for the Shares; Exchange Listing and Exchange Act
Registration; Margin Regulations," of the Offer to Purchase is
incorporated herein by reference.
Other than as set forth in the Introduction to, or the above-referenced
sections of, the Offer to Purchase, the Purchaser has no plans or proposals that
relate to, or would result in, any transaction, change or other occurrence with
respect to the Company or the Shares that is not set forth in any of paragraphs
(a) through (g) of Item 5 of the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction to, and in Section
9, "Certain Information Concerning the Purchaser, the Parent and
National Fuel," and Section 12, "The Merger Agreement;
Confidentiality Agreement," of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction to, and in Section 9,
"Certain Information Concerning the Purchaser, the Parent and National Fuel,"
Section 10, "Background of the Offer; Contacts with the Company," and Section
12, "The Merger Agreement; Confidentiality Agreement," of the Offer to Purchase
is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 16, "Fees and Expenses," of the Offer
to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9, "Certain Information Concerning the
Purchaser, the Parent and National Fuel," including the financial statements and
the notes thereto incorporated by reference in Section 9, is incorporated herein
by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in the Introduction to, and in Section
11, "Purpose of the Offer and the Merger; Plans for the Company,"
of the Offer to Purchase is incorporated herein by reference.
(b) and (c) The information set forth in the Introduction to, and in Section
15, "Certain Legal Matters," of the Offer to Purchase is
incorporated herein by reference.
(d) The information set forth in Section 7, "Effect of the Offer on
the Market for the Shares; Exchange Listing and Exchange Act
Registration; Margin Regulations," of the Offer to Purchase is
incorporated herein by reference.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the Letter
of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein
by reference in their entirety.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1) Offer to Purchase, dated April 6, 1998.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Text of Press Release, dated January 23, 1998, issued by the
Company.
(a)(8) Text of Joint Press Release, dated March 31, 1998, issued by
the Company and the Parent.
(a)(9) Form of Summary Advertisement, dated April 6, 1998.
(a)(10) Letter to Company stockholders, dated April 6, 1998.
(a)(11)* Text of Press Release, dated May 5, 1998, issued by the
Parent.
(c)(1) Agreement and Plan of Merger, dated as of March 31, 1998
among the Company, the Purchaser and the Parent.
(c)(2) Confidentiality Agreement, dated as of March 17, 1997
between Dillon, Read & Co. Inc. and the Parent.
</TABLE>
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*Filed herewith.
7
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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.
SENECA WEST CORP.
By: /s/ WILLIAM M. PETMECKY
----------------------------------
Name: William M. Petmecky
Title: President
Dated: May 6, 1998
8
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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.
SENECA RESOURCES CORPORATION
By: /s/ JAMES A. BECK
----------------------------------------
Name: James A. Beck
Title: President
Dated: May 6, 1998
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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.
NATIONAL FUEL GAS COMPANY
By: /s/ JOSEPH PAWLOWSKI
----------------------------------
Name: Joseph Pawlowski
Title: Treasurer
Dated: May 6, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S> <C>
(a)(1) Offer to Purchase, dated April 6, 1998.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Text of Press Release, dated January 23, 1998, issued by the
Company.
(a)(8) Text of Joint Press Release, dated March 31, 1998, issued by
the Company and the Parent.
(a)(9) Form of Summary Advertisement, dated April 6, 1998.
(a)(10) Letter to Company stockholders, dated April 6, 1998.
(a)(11)* Text of Press Release, dated May 5, 1998, issued by the
Parent.
(c)(1) Agreement and Plan of Merger, dated as of March 31, 1998
among the Company, the Purchaser and the Parent.
(c)(2) Confidentiality Agreement, dated as of March 17, 1997
between Dillon, Read & Co. Inc. and Parent.
</TABLE>
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*Filed herewith.
11
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EXHIBIT (a)(11)
SENECA RESOURCES ANNOUNCES CONSUMMATION
OF TENDER OFFER FOR HARCOR ENERGY
HOUSTON -- May 5/PRNewswire/ -- Seneca Resources Corporation, the
exploration and production subsidiary of National Fuel Gas Company (NYSE: NGF)
today announced that the tender offer made by Seneca West Corp., a wholly-owned
subsidiary of Seneca Resources, for all of the outstanding shares of Common
Stock of HarCor Energy, Inc. (Nasdaq: HARC) for $2.00 per share net in cash
expired at 12:00 midnight, New York City time, on May 4, 1998. As of the
expiration of the tender offer and based on preliminary information supplied by
the depositary for the offer, 15,506,632 shares, representing approximately
95.3% of the outstanding shares of HarCor Common Stock, were tendered in
accordance with the tender offer.
Immediately after the expiration of the tender offer, Seneca West gave
notice to the depositary for the offer that Seneca West accepted for payment
all of the shares of HarCor Common Stock tendered prior to the expiration of
the offer.
The tender offer was commenced pursuant to the terms of an Agreement
and Plan of Merger among HarCor, Seneca Resources and Seneca West which
provides for the merger of Seneca West with and into HarCor following the
successful consummation of the tender offer. Accordingly, all shares of HarCor
Common Stock that are not purchased pursuant to the tender offer (other than
shares owned Seneca West and its affiliates and shares as to which statutory
appraisal rights are exercised) will be converted in the merger into the right
to receive $2.00 per share, net in cash without interest. Because Seneca West
has acquired at least 90% of the outstanding shares of HarCor Common Stock, the
merger does not require any further action by the board of directors or
stockholders of HarCor. Accordingly, Seneca West intends to consummate the
merger immediately.
HarCor is a Houston-based independent oil and gas company with
properties located primarily on the west side of the San Joaquin Basin in Kern
County, California.
National Fuel Gas Company is an integrated energy company with
operations in all segments of the natural gas industry, including utility,
pipeline and storage, exploration and production, and marketing operations.
Seneca Resources Corporation, headquartered in Houston, Texas, explores for and
produces natural gas and oil in the lower 48 states and the Gulf of Mexico.
Additional information about National Fuel is available on its Internet Web
site (http://www.natfuel.com) or via its telephonic investor information
service at 800-334-2188.
