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. 2)*
Evergreen Resources, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
299900 30 8
(CUSIP Number)
Gerald DeNotto
EIF Acquisition L.L.C.
1075 North Noel Avenue
Wheeling, IL 60090
(864) 520-3212
(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 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald R. Forsythe
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*
WK, 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
United States
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*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 3 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Energy Investors Fund, L.P.
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*
WK, 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
308,952
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
308,952
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,952
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 4 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Energy Investors Fund II, L.P.
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*
WK, 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
1,143,764
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,143,764
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 5 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Energy Investors Partners, L.P.
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*
WK, 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
308,952
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
308,952
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,952
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 6 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Energy Investors Partners II, L.P.
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*
WK, 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
1,143,764
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,143,764
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 7 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EIF Investors, 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*
WK, 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 8 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EIF Acquisition L.L.C.
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*
WK, 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*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 9 of 14 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Indeck Capital, 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*
WK, 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 10 of 14 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 Gerald R. Forsythe ("Forsythe"),
a United States citizen, Energy Investors Fund, L.P., a Delaware limited
partnership ("Fund I"), Energy Investors Partners, L.P., a Delaware limited
partnership ("Partners I"), Energy Investors Fund II, L.P., a Delaware limited
partnership ("Fund II" and, together with Fund I, the "Funds"), Energy Investors
Partners II, L.P., a Delaware limited partnership ("Partners II"), EIF
Investors, Inc., a Delaware corporation ("Investors"), EIF Acquisition L.L.C., a
Delaware limited liability company ("Acquisition"), and Indeck Capital, Inc., a
Delaware corporation ("Capital") (collectively, the "Reporting Persons").
The transactions reported herein were entered into by Fund I and Fund
II. Fund I is controlled by its general partner, Partners I, which in turn is
50% controlled by each of John Hancock Energy Resources Management, Inc.
("JHERM") and 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, 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. JHERM has filed a separate
statement on Schedule 13D with respect to the transactions reported herein (the
"JHERM 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. Forsythe, Capital and Acqusition may be deemed the beneficial owners of
securities beneficially owned by Investors. By virtue of its position as a
general partner of Partners I and Partners II, Investors may be deemed the
beneficial owner of securities beneficially owned by the Funds.The Reporting
Persons are making this joint filing because they may be deemed to constitute a
"group" within the meaning of Rule 13d-5 under the Securities Exchange Act of
1934, as amended, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that such a group exists.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 11 of 14 Pages
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.
The Reporting Persons 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 the Reporting Persons,
general economic and stock market conditions, proposals from time to time sought
by or presented to them and other factors. The Reporting Persons 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 the Reporting Persons' continuing review of their
investments and various other factors, including those mentioned above, the
Reporting Persons 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, the Reporting Persons 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;
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 12 of 14 Pages
(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).Forsythe, Capital and Acqusition may be deemed the beneficial owners of
securities beneficially owned by Investors. By virtue of its position as a
general partner of Partners I and Partners II, Investors may be deemed the
beneficial owner of securities beneficially owned by the Funds.The Reporting
Persons are making this joint filing because they may be deemed to constitute a
"group" within the meaning of Rule 13d-5 under the Securities Exchange Act of
1934, as amended, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that such a group exists.
(b) The Reporting Persons 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 the Reporting Persons.
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 13 of 14 Pages
(d) Other than JHERM and its controlling persons, as identified in the
JHERM 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 7. Material to be filed as exhibits.
The following document is filed as an exhibit to this statement:
(a) Designation of Substitutes
<PAGE>
SCHEDULE 13D
CUSIP No. 299900 30 8 Page 14 of 14 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
GERALD R. FORSYTHE
By: /s/ Elizabeth Fugate
Attorney-in-Fact
DESIGNATION OF SUBSTITUTES
This Designation confirms that the undersigned has authorized and
designated Elizabeth Fugate and/or Mark Tarini as substitutes under the Power of
Attorney dated August 22, 1996, which has previously been filed with the United
States Securities and Exchange Commission, to execute and file on behalf of
Gerald R. Forsythe, EIF Investors, Inc., EIF Acquisition L.L.C. and Indeck
Capital, Inc. all Schedules 13D or 13G (including any amendments thereto) that
they may be required to file with the United States Securities and Exchange
Commission with regard to their ownership of or transactions in securities of
Evergreen Resources, Inc. The authority confirmed under this Designation shall
continue until Gerald R. Forsythe, EIF Investors, Inc., EIF Acquisition L.L.C.
and Indeck Capital, Inc. are no longer required to file Schedules 13D or 13G
with regard to their ownership of or transactions in securities of Evergreen
Resources, Inc., unless earlier revoked in writing.
/s/ Gerald F. DeNotto
Gerald F. DeNotto
Dated: August 20, 1998
