UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
Evergreen Resources, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
299900 30 8
(CUSIP Number)
Barry E. Welch
President
John Hancock Energy Resources Management, Inc.
John Hancock Plaza
P.O. Box 111
Boston, MA 02117
(617) 572-9602
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 2, 1998
(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), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 13 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
1,452,716
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,452,716
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 3 of 13 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
1,452,716
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,452,716
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 4 of 13 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 amendment 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 owned by JHERM and Investors. Fund I, Partners I, Fund II, Partners
II and Investors (collectively, the "Fund Companies") have previously
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 5 of 13 Pages
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 308,952 shares of Common
Stock. Fund II is the direct beneficial owner of 1,143,764 shares of the Common
Stock. 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.
This amendment is being filed to report the following dispositions set
forth below, which, in the aggregate, may be deemed to constitute a material
change in the information previously reported by the persons filing this
statement:
Seller Date Number of Shares Price per Share
- ------ ---- ---------------- ---------------
Fund I 4/17/98 25,000 $18.7125
Fund II 4/17/98 25,000 $18.7125
Fund I 4/20/98 20,000 $19.125
Fund II 4/20/98 20,000 $19.125
Fund I 7/2/98 25,000 $20.125
Fund II 7/2/98 25,000 $20.125
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.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 6 of 13 Pages
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;
(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 294,500 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 308,952 shares of Common Stock,
or approximately 2.9% of the class). Fund II currently holds 958,216 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 1,143,764 shares of Common Stock, or approximately 10.9% 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 7 of 13 Pages
(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.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 8 of 13 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.
August 21, 1998
JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC.
By: /s/ Barry E. Welch
Name: Barry E. Welch
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 9 of 13 Pages
ATTACHMENT A
JOHN HANCOCK ENERGY RESOURCES MANAGEMENT, INC.
DIRECTORS AND EXECUTIVE OFFICERS
Name Position with JHERM and Present Principal Occupation
Joanne P. Acford Director and Counsel -- JHERM; 2nd Vice President
& Counsel -- JHMLICO
William F. Brogan Controller and Treasurer -- JHERM
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
Paul A. Meissner, Jr. Assistant Treasurer -- JHERM
Barry E. Welch President-- JHERM; Senior Investment Officer -
Bond Department-- JHMLICO
Gregory P. Winn Director and Vice President -- JHERM; 2nd Vice
President Business Planning & Finance -- JHMLICO
James H. Young Secretary -- JHERM
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 10 of 13 Pages
ATTACHMENT B
JOHN HANCOCK SUBSIDIARIES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
Name Position with JHSI and Present Principal Occupation
Foster L. Aborn Director of JHSI; Vice Chairman -- 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 and President 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
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 11 of 13 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 -- JHMLICO
P.O. Box 111
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
William L. Boyan John Hancock Place Vice Chairman -- JHMLICO
P.O. Box 111
Boston, MA 02117
Stephen L. Brown John Hancock Place Chairman of the Board and
P.O. Box 111 Chief Executive Officer --
Boston, MA 02117 JHMLICO
Wayne A. Budd 185 Franklin Street Director -- JHMLICO;
18th Floor Group President, New
Boston, MA 02110 England Bell Atlantic-New
England
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 12 of 13 Pages
Positions with JHMLICO
Business or and Present Principal
Name Residential Address Occupation
<S> <C> <C>
David F. D'Alessandro John Hancock Place Director, President and Chief
P.O. Box 111 Operations Officer --
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 75 Federal Street Director -- JHMLICO;
Suite 1100 Principal, Fleetwing Capital
Boston, MA 02110-1911
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
Barry J. Rubenstein John Hancock Place Director, 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 13 of 13 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 and COO
of Harcourt General, Inc.
C. Vincent Vappi 240 Sidney Street Director -- JHMLICO; Chief
Cambridge, MA 02139 Executive Officer of Vappi &
Company, Inc.
</TABLE>
