SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Hornbeck Offshore Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
440542108
(Cusip Number)
F. Richard Bernasek
201 Main Street, Suite 2500
Fort Worth, Texas 76102
(817) 332-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 6, 1995
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
*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).
**The total number of shares reported herein is 1,365,462 shares, which
constitutes approximately 10.4% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 13,166,878 shares
outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portal Energy Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-See Item 5(c)
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: 660,428(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 660,428(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
660,428
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.0%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling person, Portal Corporation.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portal Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 660,428 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 660,428 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
660,428 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.0%
14. Type of Reporting Person: CO
- -------------
(1) Solely in its capacity as the controlling person of Portal Energy
Corporation.
(2) Power is exercised through its controlling person, Bruce Hunt.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Bruce Hunt
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,365,462 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 1,365,462 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,365,462 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.4%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as the controlling person of (a) Portal Corporation
with respect to 660,428 of such shares, (b) Pentad Resources, Inc. with
respect to 657,053 of such shares and (c) Petrol Marine Corporation with
respect to 47,981 of such shares.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Pentad Offshore Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - See Item 5(c)
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: 657,053 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 657,053 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
657,053
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.0%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling person, Pentad Resources, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Pentad Resources, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
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: 657,053 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 657,053 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
657,053 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.0%
14. Type of Reporting Person: CO
- ------------
(1) Solely in its capacity as the controlling person of Pentad Offshore
Corporation.
(2) Power is exercised through its controlling person, Bruce Hunt.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Petrol Marine Corporation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - See Item 5(c)
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: 47,981 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 47,981 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
47,981
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its controlling person, Bruce Hunt.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated November 12,
1992, as amended by Amendment No. 1 dated November 23, 1992 and by Amendment No.
2 dated March 23, 1994 (the "Schedule 13D"), relating to the Common Stock, par
value $0.10 per share, of Hornbeck Offshore Services, Inc. Pursuant to Rule
101(a)(2)(ii) of Regulation S-T, this filing represents a composite of all paper
filings to date made by the Reporting Persons (as hereinafter defined) on
Schedule 13D with respect to such securities, as amended hereby.
Item 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $0.10 per
share (the "Stock"), of Hornbeck Offshore Services, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 7707 Harborside Drive,
Galveston, Texas 77554.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
Portal Energy Corporation, a Delaware corporation ("Portal"), Portal
Corporation, a Delaware corporation ("Portal HC"), Bruce Hunt ("BH"), Pentad
Offshore Corporation, a Delaware corporation ("Pentad"), Pentad Resources, Inc.,
a Delaware corporation ("Pentad HC"), and Petrol Marine Corporation, a Delaware
corporation ("Petrol"). Portal, Portal HC, BH, Pentad, Pentad HC and Petrol are
sometimes hereinafter referred to as the "Reporting Persons." The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed
to be an admission by the Reporting Persons that a group exists.
Paragraphs (b) - (c) of Item 2 hereby are amended and restated in their
entireties as follows:
(b) - (c)
PORTAL
Portal is a Delaware corporation the principal business of which is oil and
natural gas exploration and production. The principal business address of
Portal, which also serves as its principal office, is Thanksgiving Tower, Suite
3900, Dallas, Texas 75201.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director and executive officer of Portal are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
BH See answers below. See answers below.
David Hunt Thanksgiving Tower, Suite 3900 Vice President of
Dallas, Texas 75201 Pentad HC
Pat Lobo Thanksgiving Tower, Suite 3900 Secretary-Treasurer
Dallas, Texas 75201 of Petro-Hunt
Corporation
Charlotte Bowland Thanksgiving Tower, Suite 3900 Assistant Secretary-
Dallas, Texas 75201 Treasurer of Petro-Hunt
Corporation
Petro-Hunt Corporation is a Delaware corporation the principal business of
which is oil and natural gas exploration and production. The principal business
address of Petro-Hunt Corporation, which also serves as its principal office,
is Thanksgiving Tower, Suite 3900, Dallas, Texas 75201.
PORTAL HC
Portal HC is a Delaware corporation the principal business of which is
serving as the holding company of Portal and other entities. The principal
business address of Portal HC, which also serves as its principal office, is
Thanksgiving Tower, Suite 3900, Dallas, Texas 75201.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director and executive officer of Portal are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
BH See answers below. See answers below.
David Hunt See answers above. See answers above.
Pat Lobo See answers above. See answers above.
Charlotte Bowland See answers above. See answers above.
BH
BH's principal occupation or employment is serving as the President and
Chief Executive Officer of Petro-Hunt Corporation. BH's business address is
Thanksgiving Tower, Suite 3900, Dallas, Texas 75201.
PENTAD
Pentad is a Delaware corporation the principal business of which is oil and
natural gas exploration and production. The principal business address of
Pentad, which also serves as its principal office, is Thanksgiving Tower, Suite
3900, Dallas, Texas 75201.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director and executive officer of Pentad are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
David Hunt See answers above. See answers above.
D. H. Hunt Thanksgiving Tower, Suite 3900 President of
Dallas, Texas 75201 Pentad HC
Pat Lobo See answers above. See answers above.
PENTAD HC
Pentad HC is a Delaware corporation the principal business of which is
serving as the holding company of Pentad and other entities. The principal
business address of Pentad HC, which also serves as its principal office, is
Thanksgiving Tower, Suite 3900, Dallas, Texas 75201.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director and executive officer of Pentad HC are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
D. H. Hunt See answers above. See answers above.
Barbara H. Crow Thanksgiving Tower, Suite 3900 Investment for
Dallas, Texas 75201 own account
David Hunt See answers above. See answers above.
Bruce Hunt See answers above. See answers above.
Lyda B. Hunt Thanksgiving Tower, Suite 3900 Investment for
Dallas, Texas 75201 own account
Charlotte Bowland See answers above. See answers above.
PETROL
Petrol is a Delaware corporation the principal business of which is holding
shares of the Stock. The principal business address of Petrol, which also
serves as its principal office, is Thanksgiving Tower, Suite 3900, Dallas, Texas
75201.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence
or business address, and present principal occupation or employment of each
director and executive officer of Petrol are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Bruce Hunt See answers above. See answers above.
David Hunt See answers above. See answers above.
Pat Lobo See answers above. See answers above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to 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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Portal See Item 5(c) $4,111,162.00
Portal HC Not Applicable Not Applicable
BH Not Applicable Not Applicable
Pentad See Item 5(c) $4,090,154.00
Pentad HC Not Applicable Not Applicable
Petrol See Item 5(c) $ 298,684.00
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Shares of the Stock
reported herein for investment purposes.
Depending on market conditions and other factors that each may deem
material to its investment decision and subject to the restrictions described
in Item 5(c), each of the Reporting Person may purchase additional shares of the
Stock in the open market or in private transactions or may dispose of all or a
portion of the shares of the Stock that such Reporting Person now owns or
hereafter may acquire.
See also Item 5(c).
Item 4 hereby partially is amended by adding at the end thereof the
following:
On July 6, 1995, the Issuer filed a Registration Statement under the Act
on Form S-3 (the "Registration Statement") covering 2,000,000 shares of the
Stock, plus up to an additional 300,000 shares of the Stock that will be subject
to an over-allotment option. Contingent upon the negotiation of an acceptable
Purchase Agreement with the underwriters of the offering and upon the
effectiveness of the Registration Statement, Portal, Pentad and Petrol intend
to sell under the Registration Statement 235,912, 235,912, and 45,000 shares of
the Stock, respectively, plus a currently-undetermined number of additional
shares pursuant to the over-allotment option if and when it is exercised.
Except as set forth in this Item 4 and in Item 5(c), the Reporting Persons
have no present plans or proposals that relate to or that would result in any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(b) of Item 5 hereby are amended and restated in their
entireties to read as follows:
(a)
PORTAL
The aggregate number of shares of the Stock that Portal owns
beneficially, pursuant to Rule 13d-3 of the Act, is 660,428, which constitutes
approximately 5.0% of the outstanding shares of the Stock.
PORTAL HC
Because of its status as the controlling person of Portal, Portal HC may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
660,428 shares of the Stock, which constitutes approximately 5.0% of the
outstanding shares of the Stock.
BH
Because of his status as the controlling person of Portal HC, Pentad HC and
Petrol, BH may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,365,462 shares of the Stock in the aggregate, which
constitutes approximately 10.4% of the outstanding shares of the Stock.
PENTAD
The aggregate number of shares of the Stock that Pentad owns beneficially,
pursuant to Rule 13d-3 of the Act, is 657,053, which constitutes approximately
5.0% of the outstanding shares of the Stock.
PENTAD HC
Because of its status as the controlling person of Pentad, Pentad HC may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
657,053 shares of the Stock, which constitutes approximately 5.0% of the
outstanding shares of the Stock.
PETROL
The aggregate number of shares of the Stock that Petrol owns beneficially,
pursuant to Rule 13-3 of the Act, is 47,981, which constitutes approximately
0.4% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
PORTAL
Acting through Portal HC, its controlling person, Portal has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
660,428 shares of the Stock.
PORTAL HC
As the controlling person of Portal, Portal HC has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 660,428
shares of the Stock.
BH
As the controlling person of Portal HC, Pentad HC and Petrol, BH has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,365,462 shares of the Stock in the aggregate.
PENTAD
Acting through Pentad HC, its controlling person, Pentad has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
657,053 shares of the Stock.
PENTAD HC
As the controlling person of Pentad, Pentad HC has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 657,053
shares of the Stock.
PETROL
Acting through BH, its controlling person, Petrol has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 47,981
shares of the Stock.
Paragraph (c) of Item 5 hereby is restated in its entirety as follows:
(c) On November 3, 1992, Portal, Pentad and Petrol entered into
substantially similar binding agreements in principle with the Issuer (the
"Agreements in Principle") pursuant to which the Issuer has agreed to cause one
or more wholly-owned subsidiaries (the "Subsidiary") to purchase certain assets
of Portal, Pentad and Petrol in exchange for cash, promissory notes and the
shares of Stock reported herein (the "Transaction"). BH was an additional
signatory to each Agreement in Principle in his individual capacity. The
following description of the Agreements in Principle and the Transaction is not,
and does not purport to be, complete and is qualified in its entirety by
reference to the Agreements in Principle, which [were filed previously] as
Exhibits B, C, and D.
Pursuant to the Agreements in Principle, the Issuer has agreed to purchase
the assets of Portal, Pentad and Petrol relating to their respective offshore
service and utility vessel businesses (the "Assets"). As consideration for
the Assets, the Issuer will pay to Portal, Pentad and Petrol an aggregate
purchase price of $18,500,000, consisting of (1) cash in the amount of
$2,750,000 (plus an additional $2,000,000 to be escrowed against necessary
repairs on certain of the Assets), (2) promissory notes in the aggregate amount
of $5,250,000 and (3) that number of shares of the Stock obtained by dividing
$8,500,000 by the average closing sale price of the Stock quoted on the NASDAQ
National Market System for the 35 trading days immediately preceding the closing
date (the "Market Price"). For the purposes of the initial filing, the
Reporting Persons [assumed] a Market Price of $6.00, which [was] the closing
sale price of the Stock quoted on the NASDAQ National Market System on November
3, 1992.
Consummation of the Transaction is conditioned upon, among other things,
(1) the execution and delivery of definitive agreements between the Issuer and
the Subsidiary, on the one hand, and Portal, Pentad and Petrol, on the other
hand, containing customary representations and warranties, (2) satisfactory
results of due diligence investigations, (3) no material adverse change in the
Assets or in the Issuer, (4) the execution and delivery of non-competition
agreements between the Issuer and the Subsidiary, on the one hand, and the
Reporting Persons and David Hunt, on the other hand, (5) the receipt of all
necessary consents and approvals, (6) the Issuer's guarantee of the Subsidiary's
obligations with respect to the Transaction, (7) the Issuer's Board of
Directors' having increased the number of its members by one and having elected
BH to fill such vacancy until the next annual meeting of stockholders, and (8)
certain Issuer affiliates' having delivered voting agreements pursuant to which
they shall agree to vote for the election of BH or his designee as a director
of the Issuer at the 1993 annual meeting of stockholders.
In the Agreements in Principle, Portal, Pentad, Petrol and BH have agreed
that they will not, and that they will cause their respective officers,
directors, stockholders and affiliates not to, (1) until the closing of the
Transaction, offer to acquire, acquire, offer to sell or sell, directly or
indirectly, any voting securities of the Issuer and (2) after the closing of the
Transaction and without the consent of the Issuer's Board of Directors, acquire
or offer to acquire, directly or indirectly, any voting securities of the Issuer
if, as a result, they would collectively own in excess of 15% of the then-
outstanding voting securities of the Issuer.
The Agreements in Principle provide for Portal, Pentad and Petrol to
deliver to the Issuer their voting agreements pursuant to which they shall agree
to vote their shares of Stock for the election of Larry Hornbeck as a director
of the Issuer and for the election of L. E. Simmons or another person designated
in substitution for him as a director of the Issuer.
The Agreements in Principle also provide for registration rights and
related repurchase offer options in favor of the Issuer with respect to the
shares of the Stock to be issued in the Transaction to the extent specified in
such Agreements in Principle.
The Reporting Persons anticipate the closing of the Transaction to occur
on or about November 19, 1992.
AS AMENDED IN ITS ENTIRETY BY AMENDMENT NO. 1 DATED NOVEMBER 23, 1992:
On November 16, 1992 Portal, Pentad and Petrol entered into substantially
similar Asset Purchase Agreements (the "Asset Purchase Agreements"), as
contemplated by the Agreements in Principle, and closed the Transaction pursuant
to such Asset Purchase Agreements and related agreements as of November 19,
1992. The following description of the Asset Purchase Agreements, certain of
the related agreements and the Transaction is not, and does not purport to be,
complete and is qualified in its entirety by reference to Exhibits E through Q
[previously filed as exhibits] hereto.
Pursuant to the Asset Purchase Agreements and at the closing of the
Transaction (the "Closing"), the Issuer caused certain of its wholly-owned
subsidiaries (the "Subsidiaries") to purchase the Assets from Portal, Pentad and
Petrol for an aggregate purchase price of $18,500,000, consisting of (1) cash
in the amount of $2,750,000 (plus an additional $2,000,000 escrowed against
necessary repairs to certain of the Assets), (2) promissory notes in the
aggregate amount of $5,250,000 and (3) 1,365,462 shares of the Stock, which
number was obtained by dividing $8,500,000 by $6.225, which was the average
closing sale price of the Stock quoted on the NASDAQ National Market System for
the 35 trading days immediately preceding the closing date.
At the Closing, the Issuer also delivered promissory notes to Portal,
Pentad and Petrol in the respective amounts of $2,540,390, $2,525,169 and
$184,441, a form of which promissory notes [was previously filed] as Exhibit I
(the "Notes"). The Notes provide for quarterly payments of principal and
interest (amortized over seven years) for five years, with balloon payments due
at maturity. The Notes bear interest at the prime rate of Citibank, N.A., plus
one percent, and provide for standard events of default. Pursuant to the terms
of the Asset Purchase Agreements, the Notes may be transferred only to certain
persons and entities related to Portal, Pentad and Petrol, and are subject to
certain offset rights. Also, pursuant to the Agency Agreement, a copy of which
was previously filed as Exhibit J, the Issuer is entitled to make payments under
the Notes and otherwise to deal concerning the Notes solely with BH as agent for
all holders of the Notes. Pursuant to the Limited Guaranty Agreements, a copy
of the form of which was previously filed as Exhibit K, the Subsidiaries
severally have unconditionally guaranteed payment of the Notes by the Issuer to
the extent of the relative proportions of the Assets respectively purchased by
them in the Transaction.
Also at the Closing, certain Issuer affiliates and Portal, Pentad and
Petrol entered into a Voting Agreement, a copy of the form of which [was
previously filed] as Exhibit M, pursuant to which such Issuer affiliates
generally have agreed to vote for the election of BH or his designee as a
director of the Issuer and Portal, Pentad and Petrol have agreed to vote their
shares of Stock for the election of Larry Hornbeck as a director of the Issuer
and for the election of L. E. Simmons or another person designated in
substitution for him as a director of the Issuer. The Voting Agreement expires
on the earlier of (a) the tenth anniversary thereof and (b) the date upon which
the Reporting Persons and certain persons and entities related to them (the
"Hunt Group") cease to own in the aggregate at least 5% of the shares of
outstanding Stock. As a condition to the Closing, the Issuer's Board of
Directors increased its size to eight and appointed BH to fill such vacancy
until the 1993 annual meeting of stockholders.
Pursuant to the Stockholders Agreement, a copy of the form of which [was
previously filed] as Exhibit L, entered into at the Closing, Portal, Pentad,
Petrol and BH have agreed that they will not, and that they will cause their
respective officers, directors, stockholders and affiliates not to, without the
consent of the Issuer's Board of Directors, acquire or offer to acquire,
directly or indirectly, any voting securities of the Issuer if, as a result,
they would collectively own in excess of 15% of the then-outstanding voting
securities of the Issuer.
The Stockholders Agreement further obligates the Hunt Group generally to
provide the Issuer with 5 days' written notice of a decision by any Hunt Group
member (a) to sell to one person shares of Stock representing 5% or more of the
outstanding shares of the Stock (a "Block Sale"), (b) to consider accepting an
unsolicited offer to make a Block Sale, or (c) to request an investment banker
or broker to locate a purchaser for a Block Sale, in each case other than as
permitted by the volume and holding restrictions of Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"). Following such
notice, the Stockholders Agreement obligates the Hunt Group to meet with the
[Issuer] concerning the event and to allow the [Issuer] the opportunity to make
or sponsor a competing offer.
Also pursuant to the Stockholders Agreement, the Issuer has granted
registration rights as described below to holders of the shares of Stock issued
in the Transaction (collectively, the "Registrable Securities"). Upon receipt
of a written request at any time after December 31, 1993, and on or prior to
February 14, 1994 (the "First Demand"), from the holders of at least 51% of the
Registrable Securities, the Issuer either (1) will file a registration statement
with the Securities and Exchange Commission to register under the Securities Act
all of the eligible Registrable Securities requested to be included in the
registration, subject to such pro rata reduction, if any, that the underwriters
of the offering may recommend, but in any event not to exceed 300,000 shares in
the aggregate, or (2) will purchase the number of shares of the Stock requested
to be registered (not to exceed 300,000) from such persons at a per share price
equal to 90% of the Market Price, as defined therein. At any time after
December 31, 1995, and on or prior to February 14, 1996, holders of Registrable
Securities may make a second demand on the [Issuer] for registration on the
identical terms and conditions that were applicable to the First Demand.
If at any time the Issuer proposes to file a registration statement under
the Securities Act registering securities to be sold with respect to the Stock
or any other class of equity security, the Stockholders Agreement requires the
Issuer to give written notice to the holders of Registrable Securities and to
include in such filing the number of shares of Registrable Securities for which
such holders request registration, subject to such pro rata reduction, if any,
that the underwriters of the offering may recommend, and subject to the rights
of other holders of securities of the Issuer to whom the Issuer has previously
granted registration rights. The holders of Registrable Securities will not
have such incidental registration rights with respect to any registration by the
Issuer (d) pursuant to a stock option or other employee incentive compensation
plan or stockholder reinvestment plan, (e) with respect to securities issued in
a business combination with, or purchase of any securities or assets of, a third
party, or (f) with respect to securities issued in connection with any anti-
takeover plan. There is no limit on the number of incidental registrations
permitted.
Holders of Registrable Securities generally will pay all expenses of any
such requested or incidental registration.
AS PARTIALLY AMENDED BY AMENDMENT NO. 2 DATED MARCH 23, 1994 BY ADDING AT
THE END THEREOF THE FOLLOWING:
Effective March 18, 1994, the Issuer prepaid all remaining amounts due
under the Notes and, in connection therewith, the Issuer entered into a
substantially similar (i) Amendment No. 1 to Asset Purchase Agreement (the
"Purchase Agreement Amendment"), (ii) Amendment No. 1 to Stockholders Agreement
(the "Stockholders Agreement Amendment") and (iii) Pledge Agreement (the "Pledge
Agreement"), with each of Portal, Pentad and Petrol. BH in his individual
capacity also was a party to the Stockholders Agreement Amendment. Also
effective March 18, 1994, and in connection with the resolution of various
disputes between the Issuer, on the one hand, and Portal and Pentad, on the
other hand, with respect to charges for the refurbishment of certain of the
Assets (the "Refurbishment Program"), the Issuer and each of Portal and Pentad
entered into a Mutual Release. The following description of the Purchase
Agreement Amendments, the Stockholder[s] Agreement Amendments, the Pledge
Agreements and the Mutual Releases is not, and does not purport to be, complete,
and i[s] qualified in its entirety by reference to Exhibits R through Z
[previously filed with the Securities and Exchange Commission].
Pursuant to the Purchase Agreement Amendments, Section 10.5 of each Asset
Purchase Agreement was amended to provide for the pledging of shares of the
Stock pursuant to the Pledge Agreement to secure the indemnification obligations
of Portal, Pentad and Petrol under their respective Asset Purchase Agreements
(the "Indemnification Obligations") in lieu of the Issuer's offset rights under
the Notes extinguished by the prepayment of the Notes.
Pursuant to the Pledge Agreements, Portal, Pentad and Petrol pledged
114,740 shares, 34,427 shares and 15,616 shares of the Stock, respectively, to
secure their respective Indemnification Obligations. Upon an Event of Default,
as defined in each Pledge Agreement, the Issuer is entitled to transfer the
pledged shares of the Stock into its own name and to apply the Fair Market Value
thereof to pay the Secured Obligations, as both of such terms are defined in
each Pledge Agreement.
Each Pledge Agreement terminates on the later of (i) November 27, 1994 and
(ii) the date that an indemnification claim made in accordance with Article 10
of the applicable Asset Purchase Agreement is reduced to a resolved claim, as
defined therein.
The Stockholders Agreement Amendment (a) changes the First Demand period
to any time after December 31, 1994 and on or prior to February 15, 1995 and (b)
provides that, in the event of a 1995 Demand Registration or a 1996 Demand
Registration, as defined in the Stockholders Agreement Amendment, the Issuer
shall be obligated to effect a shelf registration only and shall not be required
to participate or cooperate in an underwritten offering.
Pursuant to the Mutual Releases, each of the Issuer, on the one hand, and
Portal and Pentad, on the other hand, agrees to release the other from all
liability in connection with the Refurbishment Program.
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Stock during
the past sixty days.
(d)
Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Stock owned
by such Reporting Person.
(e)
It is inapplicable for the purposes herein to state the date on which the
Reporting Persons ceased to be the owners of more than five (5) percent of the
outstanding shares of the Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
AS AMENDED IN ITS ENTIRETY BY AMENDMENT NO. 1 DATED NOVEMBER 23, 1992:
In connection with the Transaction, Portal entered into a Pledge Agreement
(the "Portal Pledge Agreement") with New First City, Texas - Dallas, N.A.
("First City"), as agent for itself and Bank One, Texas, N.A. ("Bank One"), a
Second Lien Pledge Agreement (the "Second Lien Pledge Agreement") with Lyda Hunt
- - Herbert Trusts ("LH-HT") and a Third Lien Pledge Agreement (the "Third Lien
Pledge Agreement") with BH, pursuant to which Portal pledged its Stock and Note
to First City and Bank One, LH-HT and BH, in substitution of certain of the
Assets as collateral security under its loan agreements with such persons.
Copies of the respective forms of Portal Pledge Agreement, Second Lien Pledge
Agreement and Third Lien Pledge Agreement [were previously filed as Exhibits N,
O and P]. The respective Portal loan agreements pursuant to which Portal
entered into the Portal Pledge Agreement, the Second Lien Pledge Agreement and
the Third Lien Pledge Agreement contain standard default and similar provisions.
Also in connection with the Transaction, Pentad entered into a Pledge
Agreement (the "Pentad Pledge Agreement") with First City under which Pentad
pledged its Stock and Note to First City in substitution of certain of the
Assets as collateral security under its loan agreement with First City. The
loan agreement pursuant to which Pentad entered into the Pentad Pledge Agreement
contains standard default and similar provisions. A copy of the form of Pentad
Pledge Agreement [was previously filed] as Exhibit Q.
AS PARTIALLY AMENDED BY AMENDMENT NO. 2 DATED MARCH 23, 1994 BY ADDING AT
THE END THEREOF THE FOLLOWING:
The Portal Pledge Agreement was terminated effective April 29, 1993, the
Pentad Pledge Agreement was terminated effective September 28, 1993 and the
Voting Agreement was terminated effective November 4, 1993.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
Exhibit B -- Agreement in Principle dated November 3, 1992 between Hornbeck
Offshore Services, Inc. and Portal Energy Corporation and Bruce Hunt, previously
filed with the Schedule 13D.
Exhibit C -- Agreement in Principle dated November 3, 1992 between Hornbeck
Offshore Services, Inc. and Pentad Offshore Corporation and Bruce Hunt,
previously filed with the Schedule 13D.
Exhibit D -- Agreement in Principle dated November 3, 1992 between Hornbeck
Offshore Services, Inc. and Petrol Marine Corporation and Bruce Hunt, previously
filed with the Schedule 13D.
Exhibit E -- Power of Attorney of Pentad Offshore Corporation, previously
filed with the Schedule 13D.
Exhibit F -- Asset Purchase Agreement dated as of November 16, 1992, by and
among Hornbeck Offshore Services, Inc. and certain of its subsidiaries and
Portal Energy Corporation and Portal Corporation, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit G -- Asset Purchase Agreement dated as of November 16, 1992, by and
among Hornbeck Offshore Services, Inc. and certain of its subsidiaries and
Pentad Offshore Corporation and Pentad Resources, Inc., previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit H -- Asset Purchase Agreement dated as of November 16, 1992, by and
among Hornbeck Offshore Services, Inc., Hornbeck Offshore (1992-II) Corporation
and Petrol Marine Corporation, previously filed with Amendment No. 1 to the
Schedule 13D.
Exhibit I -- Form of Purchase Note, previously filed with Amendment No. 1
to the Schedule 13D.
Exhibit J -- Form of Agency Agreement, previously filed with Amendment
No. 1 to the Schedule 13D.
Exhibit K -- Form of Limited Guaranty Agreement, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit L -- Form of Stockholders Agreement, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit M -- Form of Voting Agreement, previously filed with Amendment
No. 1 to the Schedule 13D.
Exhibit N -- Form of Pledge Agreement by Portal Energy Corporation for the
benefit of New First City, Texas-Dallas, N.A., as Agent, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit O -- Form of Second Lien Pledge Agreement by Portal Energy
Corporation for the benefit of Lyda Hunt-Herbert Trusts, previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit P -- Form of Third Lien Pledge Agreement by Portal Energy
Corporation for the benefit of Bruce Hunt, previously filed with Amendment No.
1 to the Schedule 13D.
Exhibit Q -- Form of Pledge Agreement by Pentad Offshore Corporation for
the benefit of New First City, Texas-Dallas, N.A., previously filed with
Amendment No. 1 to the Schedule 13D.
Exhibit R -- Amendment No. 1 to Asset Purchase Agreement dated as of March
18, 1994 by and among Hornbeck Offshore Services, Inc. and certain of its
subsidiaries and Portal Energy Corporation and Portal Corporation, previously
filed with Amendment No. 2 to the Schedule 13D.
Exhibit S -- Amendment No. 1 to Asset Purchase Agreement dated as of March
18, 1994 by and among Hornbeck Offshore Services, Inc. and certain of its
subsidiaries and Pentad Offshore Corporation and Pentad Resources, Inc.,
previously filed with Amendment No. 2 to the Schedule 13D.
Exhibit T -- Amendment No. 1 to Asset Purchase Agreement dated as of March
18, 1994 by and among Hornbeck Offshore Services, Inc. and certain of its
subsidiaries and Petrol Marine Corporation, previously filed with Amendment No.
2 to the Schedule 13D.
Exhibit U -- Pledge Agreement dated as of March 18, 1994 by and among
Hornbeck Offshore Services, Inc. and certain of its subsidiaries and Portal
Energy Corporation and Portal Corporation, previously filed with Amendment No.
2 to the Schedule 13D.
Exhibit V -- Pledge Agreement dated as of March 18, 1994 by and among
Hornbeck Offshore Services, Inc. and certain of its subsidiaries and Pentad
Offshore Corporation and Pentad Resources, Inc., previously filed with Amendment
No. 2 to the Schedule 13D.
Exhibit W -- Pledge Agreement dated as of March 18, 1994 by and among
Hornbeck Offshore Services, Inc. and certain of its subsidiaries and Petrol
Marine Corporation, previously filed with Amendment No. 2 to the Schedule 13D.
Exhibit X -- Amendment No. 1 to Stockholders Agreement, previously filed
with Amendment No. 2 to the Schedule 13D.
Exhibit Y -- Mutual Release dated as of March 18, 1994 by and among
Hornbeck Offshore Services, Inc. and certain of its subsidiaries and Portal
Energy Corporation and Portal Corporation, previously filed with Amendment No.
2 to the Schedule 13D.
Exhibit Z -- Mutual Release dated as of March 18, 1994 by and among
Hornbeck Offshore Services, Inc. and certain of its subsidiaries and Pentad
Offshore Corporation and Pentad Resources, Inc., previously filed with Amendment
No. 2 to the Schedule 13D.
<PAGE>
<PAGE>
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.
DATED: July 11, 1995
PORTAL ENERGY CORPORATION
PORTAL CORPORATION
By: /s/ Bruce W. Hunt
Bruce W. Hunt, President
of each corporation
PENTAD OFFSHORE CORPORATION
PENTAD RESOURCES, INC.
By: /s/ Bruce W. Hunt
Bruce W. Hunt,
Vice President of each corporation
PETROL MARINE CORPORATION
/s/ Bruce W. Hunt
Bruce W. Hunt,
Chief Executive Officer
/s/ Bruce W. Hunt
Bruce W. Hunt
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
PORTAL ENERGY CORPORATION
PORTAL CORPORATION
By: /s/ Bruce W. Hunt
Bruce W. Hunt, President
of each corporation
PENTAD OFFSHORE CORPORATION
PENTAD RESOURCES, INC.
By: /s/ Bruce W. Hunt
Bruce W. Hunt,
Vice President of each corporation
PETROL MARINE CORPORATION
/s/ Bruce W. Hunt
Bruce W. Hunt,
Chief Executive Officer
/s/ Bruce W. Hunt
Bruce W. Hunt
