UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
CHENIERE ENERGY, INC. (f/k/a BEXY Communications, Inc.)
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
16411R109
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(CUSIP Number)
(713) 659-1361
William D. Forster, c/o Cheniere Energy, Inc., Two Allen Center,
1200 Smith Street, Suite 1710,
Houston, Texas 77002 (713) 659-1361
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
[/TABLE]
July 3, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-(b)(3) or (4), check the following
box |_|.
Check the following box if a fee is being paid with the statement |X|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 1 of 7 Pages
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SCHEDULE 13D
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CUSIP No. 16411R109 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM D. FORSTER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,846,211
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,846,211
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,846,211
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 7 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is common stock, par value $.003 per
share (the "Common Stock"), of Cheniere Energy, Inc. (the "Issuer"). The
address of the principal executive offices of the Issuer is Two Allen Center,
1200 Smith Street, Suite 1710, Houston, Texas 77002.
ITEM 2. IDENTITY AND BACKGROUND.
(a) William D. Forster (the "Reporting Person").
(b) c/o Cheniere Energy, Inc.
1200 Smith Street, Two Allen Center
Suite 1710
Houston, Texas 77002
(c) President, CEO and a director of the Issuer, a company engaged
in the exploration for and exploitation of oil and gas.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, which as a result of such proceeding, was or is
subject to judgment, decree or final order enjoining future violations,
or prohibiting or mandating activities subject to federal or state
securities laws or finding any violations with respect to such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock owned by the Reporting Person were acquired in
exchange for 2,846.211 shares of the common stock of Cheniere Energy Operating
Co., Inc. ("Operating"), concurrently with the exchange by the other
stockholders of Operating for new shares of the Issuer totalling in aggregate
approximately 93% of the total issued and outstanding shares of Common Stock
(the "Exchange"), in connection with the reorganization of the Issuer
consummated on July 3, 1996 (the "Reorganization") pursuant to and in
accordance with a certain Agreement and Plan of Reorganization dated as of
April 16, 1996 (the "Reorganization Agreement") among the Issuer, Operating,
the stockholders of Operating, including the Reporting Person, and Buddy
Young.
The Reorganization Agreement is Exhibit A to this Statement. The
description of the Reorganization Agreement contained herein is qualified in
its entirety by reference to the full text of the Reorganization Agreement
which is incorporated herein by reference to such Exhibit A, and made a part
hereof.
Page 3 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction to which this Statement relates was to
obtain control of the Issuer in furtherance of the Reorganization of the
Issuer. On July 3, 1996, a special meeting of stockholders of the Issuer was
called (the "Special Meeting") to approve the Reorganization, including the
divestiture of the then existing television production and health information
business of the Issuer, and the Exchange, and, in connection therewith, to
amend the certificate of incorporation of the Issuer as follows:
1. to change the authorized capital stock of the Issuer to a total
of 21,000,000 shares, comprised of 20,000,000 shares of Common
Stock, par value $.003 per share, and 1,000,000 shares of
preferred stock, the rights, powers and preference of which
shall be set by resolution of the Board of Directors of the
Issuer;
2. to change the name of the Issuer to Cheniere Energy, Inc. from
BEXY Communications, Inc.; and
3. to add a provision limiting the liability of the Issuer's
directors and to provide for indemnification of officers and
directors of the Issuer to the fullest extent permitted by
Delaware law.
In addition, at the Special Meeting, the stockholders of the Issuer
elected three new directors nominated by Operating, including the Reporting
Person. Immediately following the consummation of the Reorganization, the
Board of Directors of the Issuer elected an additional director and elected
new executive officers of the Issuer, including the election of the Reporting
Person as President and Chief Executive Officer of the Issuer.
It is the current intention of the Issuer that shares of the
newly-authorized class of preferred stock will be issued in connection with
corporate finance transactions. However, because of the ability of the Board
of Directors of the Issuer to set by resolution of the Board, the rights,
powers and preferences of the preferred stock, the preferred stock could be
utilized as an antitakeover device, causing potential purchasers of the
Issuer's capital stock to incur additional costs and otherwise discourage a
potential bidder for the Common Stock.
The Reporting Person acquired the shares of Common Stock reported in this
Statement with the intent and purpose of acquiring control of the Issuer. The
Reporting Person has no present intention of either acquiring additional
shares or disposing of his shares of Common Stock. Because of the amount of
Common Stock owned by the Reporting Person and by virtue of his offices as
President, Chief Executive Officer and a director of the Issuer, the Reporting
Person may be deemed to control the Issuer.
The Reporting Person does not anticipate that there will be any change in
the Issuer's dividend policy with respect to the Common Stock, although, in
the event of the issuance of shares of a series of preferred stock, the
Reporting Person anticipates that dividends would be paid on such series.
Page 4 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A Agreement and Plan of Reorganization dated as of
April 16, 1996 among the Issuer, Operating, the
Stockholders of Operating and Buddy Young
Page 5 of 7 Pages
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
DATE: July 12, 1996
/s/WILLIAM D. FORSTER
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William D. Forster
Page 6 of 7 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
<S> <C> <C>
Exhibit A Agreement and Plan of Reorganization dated as of Incorporated by reference
April 16, 1996 by and among the Issuer, to Exhibit B of the
Operating, the Stockholders of Operating and definitive proxy statement
Buddy Young of the Issuer filed with
the Securities and
Exchange Commission on
June 10, 1996
</TABLE>
Page 7 of 7 Pages
