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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 3)
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)
July 2, 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
<TABLE>
<S> <C> <C>
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1 NAME 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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NUMBER 7 SOLE VOTING POWER
OF
SHARES 3,707,900
BENEFICIALLY ---------------------------------------
OWNED 8 SHARED VOTING POWER
BY 4,570,718
EACH ---------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
3,707,900
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10 SHARED DISPOSITIVE POWER
4,570,718
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,278,618
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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)
54.8%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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CUSIP No. 257027-10-2 13D Page 3 of 6 Pages
THIS AMENDMENT NO. 3 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, on July 2, 1998 Lomak acquired from FRLP
3,250,000 shares of Domain Common Stock (the "Purchased Shares") pursuant to
the Stock Purchase Agreement in consideration for $43,875,000 in cash.
Lomak funded the acquisition of the Purchased 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 July 2, 1998 and prior to the acquisition of the Purchased Shares, Lomak
had approximately $91 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 conditions 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.
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CUSIP No. 257027-10-2 13D Page 4 of 6 Pages
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 $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 July 6, 1998, Lomak had acquired an
aggregate of 457,900 shares of Domain Common Stock under the Purchase Program
for an aggregate consideration of $5,479,162 (excluding aggregate brokerage
commissions of $22,895).
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 8,278,618 Shares, which constitute approximately 54.8% of the total
issued and outstanding shares of Domain Common Stock at July 6, 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 4,570,718 Shares
subject to such agreement with FRLP (consisting of the 7,820,718 Shares
initially subject to such agreement, less the 3,250,000 Purchased Shares that
are now owned by Lomak) and to share power to direct the disposition of such
Shares with FRLP. Lomak has the sole voting and dispositive power with respect
to the 3,250,000 Purchased Shares and 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:
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CUSIP No. 257027-10-2 13D Page 5 of 6 Pages
<TABLE>
<CAPTION>
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Price Per Share
(excluding
brokerage
Trade Date Number of Shares commissions)
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<S> <C> <C>
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June 10, 1998 150,000 $12.1492
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June 11, 1998 31,600 11.8619
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June 12, 1998 97,500 11.8750
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June 16, 1998 1,500 11.5000
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June 17, 1998 11,500 11.7500
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June 18, 1998 1,000 11.7500
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June 19, 1998 15,000 11.7500
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June 22, 1998 52,800 11.7500
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June 23, 1998 77,500 11.9152
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June 24, 1998 3,000 12.0000
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June 26, 1998 16,500 12.3598
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</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.
July 6, 1998 By: /s/ John H. Pinkerton
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Date John H. Pinkerton
President and Chief Executive Officer
