UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Evergreen Resources, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
299900 30 8
(CUSIP Number)
Margaret Stapleton
President
John Hancock Energy Resources Management, Inc.
John Hancock Plaza
P.O. Box 111
Boston, MA
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 14, 1996
(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(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 2 of 15 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Subsidiaries, Inc.
I.R.S. No. 04-2687223
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,592,716
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,592,716
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,592,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 3 of 15 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Energy Resources Management, Inc.
I.R.S. No. 04-3006828
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,592,716
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,592,716
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,592,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 4 of 15 Pages
Item 1. Security and issuer.
The class of equity securities to which this statement relates is the
Common Stock, No Par Value ("Common Stock"), of Evergreen Resources, Inc., a
Colorado corporation ("Evergreen"), with principal executive offices at 1000
Writer Square, 1512 Larimer Street, Denver, Colorado 80202.
Item 2. Identify and background.
The persons filing this statement are John Hancock Subsidiaries, Inc.,
a Delaware corporation ("JHSI"), and John Hancock Energy Resources Management,
Inc., a Delaware corporation and wholly owned subsidiary of JHSI ("JHERM"). JHSI
is a wholly owned subsidiary of John Hancock Mutual Life Insurance Company, a
Massachusetts corporation ("JHMLICO"). JHMLICO has filed a separate statement on
Schedule 13G with respect to its beneficial ownership of Common Stock.
JHSI's principal business is as a holding company for certain
subsidiaries of JHMLICO. JHERM's principal business is acting, directly or
indirectly, as a general partner of funds engaged in providing investment
opportunities and projects related to the generation of electricity and/or
steam, refinement of fuels or control of pollution. The principal business
offices for JHSI are located at John Hancock Place, P.O. Box 111, Boston,
Massachusetts 02117. The principal business offices of JHERM are located at 200
Berkley Street, P.O. Box 111, Boston, Massachusetts 02117.
The directors and executive officers of JHERM, JHSI and JHMLICO and
their principal occupations are identified on Attachments A, B and C hereto,
respectively. Except as otherwise indicated therein, each has a business address
at P.O. Box 111, Boston, Massachusetts 02117, is a citizen of the United States
of America and has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or been party
to any civil proceeding which resulted 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 violation with respect to
such laws.
The transactions reported herein were entered into by Energy Investors
Fund, L.P., a Delaware limited partnership ("Fund I") and Energy Investors Fund
II, L.P., a Delaware limited partnership ("Fund II" and, together with Fund I,
the "Funds"). Fund I is controlled by its general partner, Energy Investors
Partners, L.P., a Delaware limited partnership ("Partners I"), which in turn is
50% controlled by each of JHERM and EIF Investors, Inc., a Delaware corporation
("Investors"). Partners I has an additional general partner with no direct
ownership interest; this additional general partner is owned by JHERM and
Investors. Fund II is controlled by its general partner, Energy Investors
Partners II, L.P., a Delaware limited partnership ("Partners II"), which in turn
is 50% controlled by each of JHERM and Investors. Partners II has an additional
general partner with no direct ownership interest; this additional general
partner is
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 5 of 15 Pages
owned by JHERM and Investors. Fund I, Partners I, Fund II, Partners II and
Investors (collectively, the "Fund Companies") have previously filed a separate
statement on Schedule 13D with respect to the transactions reported herein (the
"Fund Companies' 13D").
Fund I is the direct beneficial owner of 378,952 shares of Common
Stock, including 70,000 shares held prior to the transactions reported below.
Fund II is the direct beneficial owner of 1,213,764 shares of the Common Stock,
including 70,000 shares held prior to the transactions reported below. JHSI may
be deemed the beneficial owner of securities beneficially owned by JHERM. By
virtue of its position as a general partner of Partners I and Partners II, JHERM
may be deemed the beneficial owner of securities beneficially owned by the
Funds. JHERM and JHSI disclaim beneficial ownership of such securities, except
to the extent of their pecuniary interests therein.
Item 3. Source and amount of funds or other consideration.
As more specifically described in the Fund Companies' 13D, on August
14, 1996, Fund I acquired 294,500 shares of Common Stock in exchange for (a)
$57,810 cash, and (b) certain partnership interests valued at $1,893,253, and
Fund II acquired 724,369 shares of Common Stock in exchange for (a) $142,190
cash, and (b) certain partnership interests valued at $4,656,752.
Also as more specifically described in the Fund Companies' 13D, on
January 8, 1997, pursuant to an agreement with Evergreen, Fund II converted
1,500,000 shares of the 8% Convertible Preferred Stock of Evergreen (the
"Preferred Stock") into Common Stock. Pursuant to the January 8 agreement (the
"Conversion Agreement"), the conversion was effected at a per share conversion
price of $6.50, which resulted in the issuance by Evergreen to Fund II of
230,770 shares of Common Stock. The conversion of the Preferred Stock, pursuant
to the Conversion Agreement, was given financial effect as of December 1, 1996.
At the time of conversion of the Preferred Stock, Evergreen also paid
to Fund II, in shares of Common Stock, the accrued but unpaid dividend in
respect of the Preferred Stock. The amount of the dividend was $20,000, and the
number of shares issued in lieu of cash in payment of the dividend was 3,077.
Evergreen also issued to Fund I and Fund II an aggregate of 50,000 5-year
warrants, each to purchase one share of Common Stock at an exercise price of
$7.80 per share (the "$7.80 Warrants"). Of the 50,000 $7.80 Warrants, 14,452
were issued to Fund I, and 35,548 were issued to Fund II. In addition, Evergreen
issued to Fund II 150,000 5-year warrants, each to purchase one share of Common
Stock at an exercise price of $7.00 per share (the "$7.00 Warrants"). Upon
conversion of the Preferred Stock, five Class B Warrants of Evergreen held by
Fund II, each to purchase 35,971.23 shares of Common Stock expired in accordance
with their terms.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 6 of 15 Pages
Item 4. Purpose of transaction.
The transactions requiring the filing of this statement are described
in Item 3 above. The transactions were entered into principally for investment
purposes.
JHERM and JHSI may make purchases of Common Stock, in the open market
or in private transactions, depending on their analysis of their business,
prospects and financial condition, the market for such stock, other investment
and business opportunities available to JHERM and JHSI, general economic and
stock market conditions, proposals from time to time sought by or presented to
them and other factors. JHERM and JHSI intend to closely monitor their
investment and may from time take advantage of opportunities presented to them.
They may in the future also formulate plans or proposals regarding Evergreen,
including possible future plans or proposals concerning events or transactions
of the kind described in paragraphs (a) through (j) below.
Depending upon JHERM's and JHSI's continuing review of their
investments and various other factors, including those mentioned above, JHERM
and JHSI may (subject to any applicable securities laws) decide to sell all or
any part of the Common Stock beneficially owned by them, although they have no
current plans to do so.
Except as set forth in this Item 4, JHERM and JHSI do not have any
plans or proposals which would related to or result in:
(a) The acquisition by any person of additional securities of
Evergreen, or the disposition of securities of Evergreen;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Evergreen or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Evergreen or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
Evergreen including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of Evergreen;
(f) Any other material change in Evergreen's business or corporate
structure;
(g) Changes in Evergreen's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Evergreen by any person;
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 7 of 15 Pages
(h) Causing a class of securities of Evergreen to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Evergreen becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in securities of the issuer.
(a) Fund I currently holds 364,500 shares of Common Stock and, by
virtue of its holdings of $7.80 Warrants, has the right to acquire an additional
14,452 shares of Common Stock (an aggregate of 378,952 shares of Common Stock,
or approximately 4.0% of the class). Fund II currently holds 1,028,216 shares of
Common Stock and, by virtue of its holdings of $7.00 Warrants and $7.80
Warrants, has the right to acquire an additional 185,548 shares of Common Stock
(an aggregate of 1,213,764 shares of Common Stock, or approximately 12.7% of the
class). JHSI may be deemed the beneficial owner of securities beneficially owned
by JHERM. By virtue of its position as a general partner of Partners I and
Partners II, JHERM may be deemed the beneficial owner of securities beneficially
owned by the Funds. JHERM and JHSI disclaim beneficial ownership of such
securities, except to the extent of their pecuniary interests therein.
(b) JHSI and JHERM may be considered to share the power to direct the
vote or disposition of all shares of Common Stock described in Item 5(a).
(c) Other than as may be described in Item 3, no transactions in Common
Stock have been effected during the past sixty days by JHERM and JHSI.
(d) Other than Investors and its controlling persons, as identified in
the Fund Companies' 13D, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of securities covered by this statement.
Item 6. Contracts, arrangements, understandings or relationships with respect to
securities of the issuer.
Under the August 1, 1994 Stock Purchase Agreement pursuant to which the
Funds made their initial purchases of Common Stock, the Funds have certain
piggyback registration rights with respect to an aggregate 140,000 shares of
Common Stock.
Evergreen and the Funds entered into a Registration Rights Agreement in
connection with the acquisition of Common Stock by the Funds on August 14, 1996.
Under the Registration Rights Agreement, Evergreen granted the Funds certain
demand and piggyback registration rights with respect to the shares of Common
Stock acquired pursuant to the Acquisition Agreement.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 8 of 15 Pages
Pursuant to the terms of the Conversion Agreement, the shares issuable
upon exercise of the $7.80 Warrants and the $7.00 Warrants will be accorded
registration rights substantially similar to those provided under the 1996
Registration Rights Agreement. In addition, if Evergreen files a registration
statement with respect to any of the Common Stock in the second quarter of 1997,
the shares of Common Stock issuable upon exercise of the $7.00 Warrants will be
registered in connection therewith.
Item 7. Material to be filed as exhibits.
The following document is filed as an exhibit to this statement:
(a) Joint Filing Agreement
(b) Form of $7.00 Warrant and $7.80 Warrant (incorporated by
reference to the exhibits to the Fund Companies' 13D)
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 9 of 15 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
current.
April 10, 1997
JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC.
By: /s/ Margaret M. Stapleton
Name: Margaret M. Stapleton
Title: President
JOHN HANCOCK SUBSIDIARIES, INC.
By: /s/ John T. Farady
Name: John T. Farady
Title: Treasurer
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 10 of 15 Pages
<TABLE>
<CAPTION>
ATTACHMENT A
JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC.
DIRECTORS AND EXECUTIVE OFFICERS
Name Position with JHERM and Present Principal Occupation
<S> <C>
Joanne P. Acford Director and Counsel -- JHERM; 2nd Vice President &
Counsel -- JHMLICO
William C. Fletcher Director -- JHERM; President - Independence Investment
Associates, Inc. [53 State Street, Boston, Massachusetts 02109]
Osbert J. Hood Director and Vice President -- JHERM; Senior Vice President
and CFO -- John Hancock Funds
Margaret M. Stapleton President-- JHERM; Vice President - Bond Department--
JHMLICO
Barry E. Welch Director-- JHERM; Senior Investment Officer - Bond
Department-- JHMLICO
Gregory P. Winn Director and Vice President -- JHERM; 2nd Vice President
Business Planning
& Finance -- JHMLICO
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 11 of 15 Pages
<TABLE>
<CAPTION>
ATTACHMENT B
JOHN HANCOCK SUBSIDIARIES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
Name Position with JHSI and Present Principal Occupation
<S> <C>
Foster L. Aborn Director of JHSI; Vice Chairman -- JHMLICO
William L. Boyan Director and President of JHSI; President and Chief Operations
Officer -- JHMLICO
Stephen L. Brown Director and Chairman of JHSI; Chairman and Chief Executive
Officer -- JHMLICO
Diane M. Capstaff Director of JHSI; Executive Vice President -- JHMLICO
David F. D'Alessandro Director of JHSI; Senior Executive Vice President -- JHMLICO
Thomas E. Moloney Director of JHSI; Chief Financial Officer -- JHMLICO
Richard S. Scipione Director of JHSI; General Counsel -- JHMLICO
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 12 of 15 Pages
<TABLE>
<CAPTION>
ATTACHMENT C
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
Positions with JHMLICO
Business or and Present Principal
Name Residential Address Occupation
<S> <C> <C>
Foster L. Aborn John Hancock Place Vice Chairman --
P.O. Box 111 JHMLICO
Boston, MA 02117
Samuel W. Bodman 75 State Street Director -- JHMLICO;
Boston, MA 02109-1806 Chairman and Chief
Executive Officer of Cabot
Corporation
Joan T. Bok 25 Research Drive Director -- JHMLICO;
Westborough, MA 01581 Chairman of the Board of
New England Electric
System
I. MacAllister Booth 549 Technology Square Director -- JHMLICO;
Cambridge, MA 02139 Retired Chairman, President
and Chief Executive Officer
of Polaroid Corporation
Dr. Randolph W. Bromery 263 Alden Street Director -- JHMLICO;
Springfield, MA 01109 President of Springfield
College
William L. Boyan John Hancock Place Director, President and Chief
P.O. Box 111 Operations Officer --
Boston, MA 02117 JHMLICO
Stephen L. Brown John Hancock Place Chairman of the Board and
P.O. Box 111 Chief Executive Officer --
Boston, MA 02117 JHMLICO
John M. Connors, Jr. 200 Clarendon Street Director -- JHMLICO; CEO
Boston, MA 02116 and Director of Hill,
Holiday, Connors,
Consmopulos, Inc.
<PAGE>
<CAPTION>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 13 of 15 Pages
Positions with JHMLICO
Business or and Present Principal
Name Residential Address Occupation
<S> <C> <C>
David F. D'Alessandro John Hancock Place Director and Senior
P.O. Box 111 Executive Vice President --
Boston, MA 02117 JHMLICO
Robert E. Fast, Esq. 60 State Street Director -- JHMLICO;
Boston, MA 02109 Senior Partner of Hale and
Dorr
Dr. Kathleen Foley Feldstein 147 Clifton Street Director -- JHMLICO;
Belmont, MA 02178 President of Economics
Studies, Inc.
Lawrence K. Fish One Citizens Plaza Director -- JHMLICO;
Providence, RI 02903-1339 Chairman, President and
CEO of Citizens Financial
Group, Inc.
Nelson S. Gifford 50 Federal Street - Ste 900 Director-- JHMLICO;
Boston, MA 02110-2509 Former Chairman and CEO
of Dennison Mfg.
Corporation
Michael C. Hawley Prudential Tower Bldg. Director -- JHMLICO;
Boston, MA 02199 President and COO of The
Gillette Company
John F. Magee Acorn Park Director -- JHMLICO;
Cambridge, MA 02140-2390 Chairman of Arthur D.
Little, Inc.
E. James Morton 1st Floor, Clarendon Bldg. Director -- JHMLICO;
P.O. Box 111 Former Chairman and CEO
Boston, MA 02117 -- JHMLICO
Bruce Skrine John Hancock Place Senior Vice President,
P.O. Box 111 Counsel and Secretary --
Boston, MA 02117 JHMLICO
Richard F. Syron 86 Trinity Place Director -- JHMLICO;
New York, NY 10016 Chairman and Chief
Executive Officer of
American Stock Exchange
<PAGE>
<CAPTION>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 14 of 15 Pages
Positions with JHMLICO
Business or and Present Principal
Name Residential Address Occupation
<S> <C> <C>
Robert J. Tarr, Jr. 40 White Oak Road Director -- JHMLICO;
Wellesley, MA 02181 Former President, CEO,
COO and Director of
Harcourt General, Inc. and
Neiman Marcus, Inc.
C. Vincent Vappi 240 Sidney Street Director -- JHMLICO;
Cambridge, MA 02139 Former Chairman and Chief
Executive Officer of Vappi
& Company, Inc.
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 15 of 15 Pages
EXHIBIT INDEX
Exhibit
1. Joint Filing Agreement
2. Form of $7.00 Warrant and $7.80 Warrant (incorporated by reference to
the exhibits to the Fund Companies' 13D)
EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Evergreen Resources, Inc. or any subsequent acquisitions or dispositions of
equity securities of Evergreen Resources, Inc. by any of the undersigned.
Dated: April 10, 1997
JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC.
By: /s/ Margaret M. Stapleton
Name: Margaret M. Stapleton
Title: President
JOHN HANCOCK SUBSIDIARIES, INC.
By: /s/ John T. Farady
Name: John T. Farady
Title: Treasurer
