<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 2)
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)
June 23, 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 6 Pages
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CUSIP No. 257027-10-2 13D Page 2 of 6 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, WC
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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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7 SOLE VOTING POWER
NUMBER
OF 438,400
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 7,820,718
BY -----------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 438,400
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10 SHARED DISPOSITIVE POWER
7,820,718
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,259,118
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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)
54.7%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 257027-10-2 13D Page 3 of 6 Pages
THIS AMENDMENT NO. 2 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF
THE REPORTING PERSON WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") ON MAY 22, 1998, AS AMENDED PRIOR TO THE DATE HEREOF. CAPITALIZED
TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS SET FORTH
IN SAID SCHEDULE 13D. THE TEXTS OF ITEMS 3 AND 5 OF SAID SCHEDULE 13D ARE HEREBY
FURTHER AMENDED AS FOLLOWS:
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 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 June 18, 1998, Lomak had approximately $97 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.
On June 5, 1998, Lomak announced that its Board of Directors had
approved the purchase from time to time, in open market purchases or negotiated
sales, of shares Domain Common Stock or Lomak Common Stock, provided that the
aggregate purchase price of such shares may not exceed
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CUSIP No. 257027-10-2 13D Page 4 of 6 Pages
$25 million. Purchases of shares pursuant to this purchase program (the
"Purchase Program") will be funded with internally generated funds and
borrowings under the Credit Agreement. As required by the terms of the
confidentiality agreement between Lomak and Domain dated March 31, 1998, the
Board of Directors of Domain has consented to the purchase of shares of Domain
Common Stock under the Purchase Program.
On June 10, 1998, Lomak made its first purchases of Domain Common Stock
under the Purchase Program. Through June 23, 1998, Lomak had acquired an
aggregate of 438,400 shares of Domain Common Stock under the Purchase Program
for an aggregate consideration of $5,239,225 (excluding aggregate brokerage
commissions of $21,920).
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 8,259,118
Shares, which constitute approximately 54.7% 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 7,820,718 Shares
subject to such agreement with FRLP and to share power to direct the disposition
of such 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. Lomak has sole voting and dispositive
power with respect to the Shares purchased pursuant to the Purchase Program.
(c) During the past 60 days, except as described above with respect to
the Voting and Standstill Agreement and the Stock Purchase Agreement and except
for the open market purchases pursuant to the Purchase Program set forth below,
Lomak has not acquired beneficial ownership of any other shares of Domain Common
Stock. The purchases set forth below were effected in brokerage transactions
effected on the open market:
<TABLE>
<CAPTION>
Price Per
Share
(excluding
Number of brokerage
Trade Date Shares commissions)
- --------------- -------------- ------------------
<S> <C> <C>
June 10, 1998 150,000 $12.1492
June 11, 1998 31,600 11.8619
June 12, 1998 97,500 11.8750
</TABLE>
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CUSIP No. 257027-10-2 13D Page 5 of 6 Pages
<TABLE>
<S> <C> <C>
June 16, 1998 1,500 11.5000
June 17, 1998 11,500 11.7500
June 18, 1998 1,000 11.7500
June 19, 1998 15,000 11.7500
June 22, 1998 52,800 11.7500
June 23, 1998 77,500 11.9152
</TABLE>
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CUSIP No. 257027-10-2 13D Page 6 of 6 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.
/s/ John H. Pinkerton
June 24, 1998 By:
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Date John H. Pinkerton
President and Chief Executive Officer
