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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Domain Energy Corporation
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(Name of the Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
257027-10-2
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(CUSIP Number)
John H. Pinkerton
Lomak Petroleum, Inc.
500 Throckmorton Street, Suite 1900
Fort Worth, Texas 76102
(817) 870-2601
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 1998
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (e), (f) or (g), check the following box [ ].
Page 1 of 10 Pages
Exhibit Index on Page 10
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CUSIP No. 257027-10-2 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lomak Petroleum, Inc. (34-1312571)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 7,820,718
BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
7,820,718
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,820,718
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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)
51.8%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 257027-10-2 13D Page 3 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
(the "Domain Common Stock"), of Domain Energy Corporation, a Delaware
corporation ("Domain"). The address of the principal executive offices of
Domain is 16801 Greenspoint Park Drive, Suite 200, Houston, Texas 77060.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Lomak Petroleum, Inc., a Delaware
corporation ("Lomak"). Lomak is an independent oil and gas company engaged in
development, exploration and acquisition primarily in four core areas: Permian,
Midcontinent, Gulf Coast and Appalachia.
The principal office of Lomak is located at 500 Throckmorton Street,
Suite 1900, Fort Worth, Texas 76102.
Information with respect to the executive officers and directors of
Lomak, including name, business address, present principal occupation or
employment and the organization in which such employment is conducted is listed
on the schedule attached hereto as Appendix I, which is incorporated herein by
reference.
During the past five years, neither Lomak nor, to the best knowledge
of Lomak, any of the executive officers or directors of Lomak listed on
Appendix I: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) is currently, or during the last
five years has been, party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, resulting in 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
violations with respect to such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Lomak may be deemed to have acquired beneficial ownership of an
aggregate of 7,820,718 shares of Domain Common Stock (the "Shares") pursuant to
the terms of Voting and Standstill Agreement (the "Voting and Standstill
Agreement") dated May 12, 1998, by and between Lomak and First Reserve Fund
VII, Limited Partnership, a Delaware limited partnership ("FRLP").
In addition, on the terms and subject to the conditions set forth in
the Stock Purchase Agreement (the "Stock Purchase Agreement") dated May 12,
1998, by and between Lomak and FRLP, Lomak has agreed to acquire, and FRLP has
agreed to sell, 3,250,000 shares of Domain Common Stock on July 1, 1998
pursuant to the Stock Purchase Agreement in consideration for $43,875,000 in
cash. The consummation of the Merger described below is contingent upon the
consummation of the purchase under the Stock Purchase Agreement, but not vice
versa.
Lomak currently intends to fund the acquisition of such shares under
the revolving credit facility of that certain $400,000,000 Credit Agreement
dated as of February 14, 1997 by and among
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CUSIP No. 257027-10-2 13D Page 4 of 10 Pages
Lomak, as Borrower, and the several lenders from time to time parties thereto,
including Bank One, Texas, N.A. as Administrative Agent, The Chase Manhattan
Bank, as Syndication Agent, and NationsBank of Texas, N.A., as Documentation
Agent (the "Credit Agreement"). As of May 20, 1998, Lomak had approximately
$102 million of available borrowing capacity under the Credit Agreement. The
Credit Agreement is filed as Exhibit D hereto, and is incorporated herein by
reference.
Furthermore, on the terms and subject to the condition set forth in the
Agreement and Plan of Merger (as amended, the "Merger Agreement") dated May 12,
1998, by and among Lomak, DEC Acquisition, Inc., a Delaware corporation and
wholly owned subsidiary of Lomak ("Merger Sub"), and Domain, Lomak will acquire
100% of the remaining equity interest in Domain that is not purchased by Lomak
under the Stock Purchase Agreement.
The descriptions of the Voting and Standstill Agreement, Stock
Purchase Agreement and the Merger Agreement set forth in this Item 3 and in
Item 4 do not purport to be complete and are qualified in their entirety by
reference to the respective agreements, copies of which are attached as
Exhibits A, B, and C, respectively. Furthermore, the descriptions of the
Voting and Standstill Agreement, Stock Purchase Agreement and the Merger
Agreement set forth in Item 4 hereof are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The respective Boards of Directors of Lomak and Domain have determined
that the Merger is in the best interests of their respective stockholders. On
the terms and subject to the conditions set forth in the Merger Agreement,
Merger Sub will merge into Domain (the "Merger") at the effective time of the
Merger, with Domain surviving as a wholly owned subsidiary of Lomak. Pursuant
to the Merger Agreement, Domain's stockholders will receive a number of shares
(the "Exchange Ratio") of common stock, par value $.01 per share ("Lomak Common
Stock") for each share of Domain Common Stock equal to (i) $14.50 divided by
(ii) the "Closing Date Market Price" of Lomak Common Stock. However, the
Exchange Ratio will not be greater than 1.2083 nor less than 0.8529. For
purposes of the Merger Agreement, the "Closing Date Market Price" is the
average of the closing prices of the Lomak Common Stock on the New York Stock
Exchange for the 15 trading days prior to the third business day prior to the
effective time of the Merger. Simultaneously with the effective time of the
Merger, Lomak will change its corporate name to "Range Resources Corporation,"
subject to the approval by the holders of a majority of the outstanding shares
of Lomak Common Stock.
As a condition to Lomak's entering into the Merger Agreement, Lomak
required that FRLP enter into the Stock Purchase Agreement and the Voting and
Standstill Agreement. Pursuant to the Voting and Standstill Agreement, FRLP
has, among other things, agreed to vote all shares of Domain Common Stock
beneficially owned by FRLP in favor of the Merger Agreement and against any
business combination proposal or other matter that may interfere or be
inconsistent with the
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CUSIP No. 257027-10-2 13D Page 5 of 10 Pages
Merger (including a competing transaction). FRLP also has agreed, if requested
by Lomak, not to attend and not to vote any Domain Common Stock beneficially
owned by FRLP at any annual or special meeting of Domain stockholders and not
to execute any written consent of stockholders, in each case relating directly
or indirectly to a competing transaction.
The Voting and Standstill Agreement also provides that neither FRLP
nor any other member of the FRLP Group (as defined in the Voting and Standstill
Agreement) will initiate, solicit or encourage any offer or proposal for, or
any indication of interest in, a merger or other business combination directly
or indirectly involving Domain or any subsidiary of Domain, or the acquisition
of a substantial equity interest in, or a substantial portion of, the assets
of, any third party, other than the transactions contemplated by the Merger
Agreement or the Voting and Standstill Agreement ("Domain Acquisition
Proposal").
FRLP also has agreed that it will not, directly or indirectly, (i)
sell, transfer, pledge or otherwise dispose of any shares of Domain to any
person other than Lomak or its designee, or (ii) grant a proxy with respect to
any shares of Domain to any person other than Lomak or its designee, or grant
an option with respect to any of the foregoing, or enter into any other
agreement or arrangement with respect to any of the foregoing. Notwithstanding
the foregoing, FRLP is permitted to sell up to 1% in the aggregate of the
number of outstanding shares of Domain Common Stock under certain circumstances
if the Closing Date Market Price is greater than $17.00 per share.
The Voting and Standstill Agreement will terminate on the second
anniversary of the consummation of the Merger or by mutual written agreement of
the parties.
As required by the Voting and Standstill Agreement, FRLP has executed
a written stockholder consent approving of the Merger in accordance with Section
228 of the Delaware General Corporation Law (the "DGCL"). As a result, Domain
has represented to Lomak in the Merger Agreement that no further Domain
stockholder approval is required in connection with the transactions
contemplated by the Merger Agreement. Completion of the transaction is
contingent upon certain customary closing conditions, including the approval of
the issuance of the Lomak Common Stock in the Merger by a majority of the
holders of Lomak Common Stock present in person or by proxy at a stockholder
meeting at which a quorum is present.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) According to Domain's Quarterly Report on Form 10-Q for the
period ended March 31, 1998, there were 15,107,719 shares of Domain Common
Stock issued and outstanding. Lomak may be deemed to be the beneficial owner
of the 7,820,718 Shares, which constitute approximately 51.8% of the total
issued and outstanding shares of Domain Common Stock at May 12, 1998.
(b) Pursuant to the terms of the Voting and Standstill Agreement,
Lomak could be deemed to share power to direct the vote of the Shares with FRLP
and to share power to direct the
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CUSIP No. 257027-10-2 13D Page 6 of 10 Pages
disposition of the Shares with FRLP. Lomak could also be deemed to share
voting and dispositive power with FRLP with respect to the 3,200,000 Shares
that are subject to the Stock Purchase Agreement.
(c) During the past 60 days, except as described above with respect
to the Voting and Standstill Agreement and the Stock Purchase Agreement, Lomak
has not acquired beneficial ownership of any other shares of Domain Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Items 3 and 4, which are incorporated herein by
reference, Lomak has no other contracts, arrangements, understandings or
relationships with respect to securities of Domain that are required to be
described herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Voting and Standstill Agreement dated May 12, 1998 between Lomak
and FRLP (incorporated by reference to Exhibit 2.4 to Lomak's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; Securities and Exchange Commission File No. 001-12209).
B. Stock Purchase Agreement dated May 12, 1998 between Lomak and FRLP
(incorporated by reference to Exhibit 2.3 to Lomak's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998;
Securities and Exchange Commission File No. 001-12209).
C. Agreement and Plan of Merger made as of May 12, 1998 by and among
Lomak, DEC Acquisition, Inc., and Domain (incorporated by
reference to Exhibit 2.1 to Lomak's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998; Securities and Exchange
Commission File No. 001-12209).
D. $400,000,000 Credit Agreement dated as of February 14, 1997 by and
among Lomak, as Borrower, and the several lenders from time to
time parties thereto, including Bank One, Texas, N.A. as
Administrative Agent, The Chase Manhattan Bank, as Syndication
Agent, and NationsBank of Texas, N.A., as Documentation Agent
(incorporated by reference to Exhibit 10.1(h) to Lomak's Annual
Report on Form 10-K for the year ended December 31, 1996;
Securities and Exchange Commission File No. 001-12209).
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CUSIP No. 257027-10-2 13D Page 7 of 10 Pages
APPENDIX I
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF LOMAK
<TABLE>
<CAPTION>
NAME AND POSITION BUSINESS ADDRESS PRESENT PRINCIPAL
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OCCUPATION OR EMPLOYMENT
------------------------
<S> <C> <C>
Thomas J. Edelman 375 Park Ave. President and CEO of
Chairman and Suite 801 Patina Oil & Gas
Chairman of the Board New York, NY 10152 Corporation.
John H. Pinkerton 500 Throckmorton Street President, CEO and
President, CEO and Director Suite 1900 Director of Lomak
Fort Worth, TX 76102
Robert E. Aikman Plaza of the Americas President EROG, Inc. and
Director Suite 2340-LB 115 President of The Hawthorne
Dallas, TX 75201 Company
Anthony V. Dub Eleven Madison Ave. Chairman
Director New York, NY 10010 Indigo Capital, LLC
Allen Finkelson Cravath, Swaine & Moore Partner
Director Worldwide Plaza Cravath, Swaine & Moore
825 Eighth Ave.
46th Floor
New York, NY 10019
Ben A. Guill Simmons & Co., Intl. Partner and Managing
Director 700 Louisiana St. Director of Simmons & Co.,
Suite 5000 Intl.
Houston, TX 77002
C. Rand Michaels 500 Throckmorton Street Vice Chairman of Lomak
Vice Chairman and Director Suite 1900
Fort Worth, TX 76102
Steven L. Grose 500 Throckmorton Street Senior Vice President
Senior Vice President Suite 1900 (Appalachia Region) of
(Appalachia Region) Fort Worth, TX 76102 Lomak
Chad L. Stephens 500 Throckmorton Street Senior Vice President
Senior Vice President Suite 1900 (Southwest Region) of
(Southwest Region) Fort Worth, TX 76102 Lomak
Thomas W. Stoelk 500 Throckmorton Street Senior Vice President
Senior Vice President Suite 1900 (Finance and
(Finance and Administration) Fort Worth, TX 76102 Administration) of Lomak
</TABLE>
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CUSIP No. 257027-10-2 13D Page 8 of 10 Pages
<TABLE>
<CAPTION>
NAME AND POSITION BUSINESS ADDRESS PRESENT PRINCIPAL
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OCCUPATION OR EMPLOYMENT
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<S> <C> <C>
Paul F. Blanchard 500 Throckmorton Street Vice President
Vice President Suite 1900 (Midcontinent Division) of
(Midcontinent Division) Fort Worth, TX 76102 Lomak
Jeffery A. Bynum 500 Throckmorton Street Vice President (Land) and
Vice President Suite 1900 Corporate Secretary of
(Land) and Fort Worth, TX 76102 Lomak
Corporate Secretary
John R. Frank 500 Throckmorton Street Vice President
Vice President Suite 1900 (Information Management)
(Information Management) Fort Worth, TX 76102 of Lomak
Danny M. Sowell 500 Throckmorton Street Vice President (Energy
Vice President Suite 1900 Services) of Lomak
(Energy Services) Fort Worth, TX 76102
George A. Teer 500 Throckmorton Street Vice President (Permian
Vice President Suite 1900 Division) of Lomak
(Permian Division) Fort Worth, TX 76102
Geoffrey T. Doke 500 Throckmorton Street Controller of Lomak
Controller Suite 1900
Fort Worth, TX 76102
</TABLE>
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CUSIP No. 257027-10-2 13D Page 9 of 10 Pages
SIGNATURE
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.
Lomak Petroleum, Inc.
May 22, 1998 By: /s/ John H. Pinkerton
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Date John H. Pinkerton
President and Chief Executive Officer
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CUSIP No. 257027-10-2 13D Page 10 of 10 Pages
EXHIBIT INDEX
A. Voting and Standstill Agreement dated May 12, 1998 between Lomak
and FRLP (incorporated by reference to Exhibit 2.4 to Lomak's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; Securities and Exchange Commission File No. 001-12209).
B. Stock Purchase Agreement dated May 12, 1998 between Lomak and FRLP
(incorporated by reference to Exhibit 2.3 to Lomak's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998;
Securities and Exchange Commission File No. 001-12209).
C. Agreement and Plan of Merger made as of May 12, 1998 by and among
Lomak, DEC Acquisition, Inc., and Domain (incorporated by
reference to Exhibit 2.1 to Lomak's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998; Securities and Exchange
Commission File No. 001-12209).
D. $400,000,000 Credit Agreement dated as of February 14, 1997 by and
among Lomak, as Borrower, and the several lenders from time to
time parties thereto, including Bank One, Texas, N.A. as
Administrative Agent, The Chase Manhattan Bank, as Syndication
Agent, and NationsBank of Texas, N.A., as Documentation Agent
(incorporated by reference to Exhibit 10.1(h) to Lomak's Annual
Report on Form 10-K for the year ended December 31, 1996;
Securities and Exchange Commission File No. 001-12209).
