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SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant To Section 14(C)
Of The Securities Exchange Act Of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission Only (as permitted by rule
14c-5(d) (2))
[ ] Definitive Information Statement
Bargo Energy Company
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(Name of Registrant as Specified in Its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-
11.
(1) Title of each class of securities to which transactions applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per Unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule of Registration Statement No.:
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(4) Date Filed:
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BARGO ENERGY COMPANY
700 Louisiana, Suite 3700
Houston, TX 77002
INFORMATION STATEMENT
This Information Statement is being furnished to the stockholders of
Bargo Energy Company, a Texas corporation (the "Company" or "Bargo"), in
connection with certain action to be taken by the written consent of the holders
of a majority of the voting power of the Company's issued and outstanding equity
securities ("Written Consent"). This Information Statement is first being mailed
to stockholders of the Company on or about ___________, 2000. The Written
Consent approved an increase in the number of shares of Common Stock and
Preferred Stock which the Company may issue.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
Holders of shares of Common Stock and Preferred Stock representing a
majority of the voting power of the Company approved the Consent Action (defined
below). At the close of business on February __, 2000 (the "Record Date"), the
Company had issued and outstanding 87,932,726 shares of its common stock, par
value $.01 per share ("Common Stock"), and 5,000,000 shares of its cumulative
redeemable preferred stock, series B, par value $.01 per share ("Preferred
Stock"). Holders of Preferred Stock have the right to vote as a separate class
on any amendment to the Company's Articles of Incorporation. Each share of
Common Stock is entitled to one vote and each share of Preferred Stock is
entitled to one vote on the Consent Action.
Members of the Board of Directors and their affiliates (collectively,
the "Consenting Stockholders") own or are entitled to vote shares of Common
Stock and Preferred Stock representing more than a majority of the voting power
of the Company and have executed written consents dated as of [February __,
2000] (collectively, the "Written Consent") adopting and approving the Consent
Action. As of the date of the Written Consent, there were 87,932,726 shares of
Common Stock outstanding and 5,000,000 shares of Preferred Stock outstanding.
Together, the Consenting Stockholders own or are entitled to vote 72,304,085
shares (82%) of Common Stock out of 87,932,726 shares of Common Stock
outstanding and are entitled to vote as of the Record Date all shares of
Preferred Stock. No vote or further action of the stockholders of the Company is
required in order to approve, adopt or implement the Consent Action. No
appraisal, dissenters or other similar rights are available to stockholders of
the Company who vote against the Consent Action. The actions to be effectuated
by the Written Consent will become effective (the "Consent Effective Date") on
or about [___________, 2000].
Pursuant to Article 9.10 of the Texas Business Corporation Act (the
"Texas Act"), a corporation's articles of incorporation may provide that any
action permitted to be taken at an annual or special meeting of stockholders of
a Texas corporation may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The Company's articles of
incorporation provide for such corporate action by written consent. In addition,
pursuant to Article 9.10 of the Texas Act, prompt notice of any such action by
written consent must be given to those stockholders entitled to vote who have
not consented in writing and those stockholders not entitled to vote to whom the
Texas Act requires that notice be given. This Information Statement constitutes
such required notice. Only stockholders of record at the close of business on
the Record Date are entitled to notice of the Consent Action.
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SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth information with respect to the
ownership of shares of Common Stock and Preferred Stock as of the date of the
Written Consent, by (i) each director and executive officer of the Company, (ii)
all executive officers and directors of the Company as a group and (iii) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock or Preferred Stock. To the Company's knowledge, the
persons indicated below have sole voting and investment power with respect to
the shares indicated as owned by them, except as otherwise stated. The address
for each director and beneficial owner of more than 5% of the outstanding shares
of Common Stock is 700 Louisiana, Suite 3700, Houston, Texas 77002, unless
otherwise indicated.
<TABLE>
<CAPTION>
COMMON STOCK(1) PREFERRED STOCK(1)
------------------------------------------ ------------------------------
PERCENT OF PERCENT OF
NAME OF BENEFICIAL OWNER AMOUNT CLASS AMOUNT CLASS
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<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS:
Thomas D. Barrow(2)............ 11,331,958 12.9% -- --
Jonathan M. Clarkson........... -- -- -- --
Tim J. Goff(3)................. 17,792,040 20.2% -- --
J. Travis Hain(4) ............. --
Gary R. Petersen (5)........... -- -- -- --
D. Martin Phillips (5)......... -- -- -- --
V. Frank Pottow(6)............. -- -- -- --
Daniel M. Weingeist(7)......... -- -- -- --
Brian D. Young(8).............. 4,381,581 4.9% 500,000 10.0%
Common Stock owned by
all directors and executive
officers as a group (9 persons)... 33,505,579 38.1% 500,000 10.0%
5% STOCKHOLDERS:
Encap Energy Capital Fund III,
L.P. (9)..................... 5,583,755 6.3% 637,185 12.7%
EnCap Equity 1994, L.P. (9).... 2,424,973 2.7% -- --
EnCap Energy Capital Fund III-B
L.P. (9)..................... 4,222,999 4.8% 481,904 9.6%
BOCP Partners, L.P. (9)........ 1,366,277 1.5% 155,911 3.1%
Energy Capital Investment Co.,
PLC (9)...................... 4,241,598 4.8% 225,000 4.5%
BancAmerica Capital Investors
SBIC I, L.P. (4)............. 13,144,743 14.9% 1,500,000 30.0%
Kayne Anderson Energy, LP (7) 8,763,162 9.9% 1,000,000 20.0%
SGC Partners II, LLC (6)....... 4,381,581 4.9% 500,000 10.0%
EOS Partners SBIC, L.P. (8) ... 3,417,633 3.8% 390,000 7.8%
EOS Partners SBIC II, L.P. (8) 635,329 0.7% 72,500 1.4%
EOS Partners, L.P. (8) ........ 328,619 0.3% 37,500 0.8%
James E. Sowell(10) ........... 9,208,458 10.4% -- --
</TABLE>
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(1) As of January 31, 2000 there were 87,932,726 shares of Common Stock and
5,000,000 shares of Preferred Stock outstanding.
(2) Mr. Barrow's address is P.O. Box 2588, Longview, Texas 75606.
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(3) Mr. Goff shares voting and investment power with TJG Investments, Inc.
("TJG") with respect to 1,129,500 shares, with BEC Partnership ("BEC")
with respect to 6,370,500 shares, and jointly with BOC Operating
Corporation ("BOC") and BER Partnership L.P. ("BER") with respect to
1,625,374 shares. Mr. Goff has sole voting and investment power with
respect to 8,406,666 shares and shares voting and investment power with
BOC with respect to 260,000 shares of Common Stock.
(4) According to a Schedule 13D filed by BancAmerica Capital Investors SBIC
I, L.P. ("BancAmerica") and certain of their affiliates on May 21,
1999, Mr. Hain is not deemed to have beneficial ownership of any of the
shares of Common Stock held by BancAmerica. The address for BancAmerica
is 100 North Tryon Street, 25th Floor, Charlotte, North Carolina 28255.
(5) According to a Schedule 13D/A filed by Energy Capital Investment Co.
PLC ("Energy PLC"), EnCap Equity 1994, L.P., ("EnCap") and certain of
their affiliates on September 4, 1998, Messrs. Petersen and Philips are
not deemed to have beneficial ownership of any of the shares of Common
Stock held by Energy PLC and EnCap.
(6) According to a Schedule 13D filed by SGC Partners II, LLC ("SGC") and
certain of their affiliates on May 24, 1999, Mr. Pottow is not deemed
to have beneficial ownership of any of the shares of Common Stock held
by SGC. The address for SGC is 1221 Avenue of the Americas, 15th Floor,
New York, New York 10020.
(7) According to a Schedule 13D filed by Kayne Anderson Energy Fund, L.P.
("Kayne") and certain of their affiliates on May 18, 1999, Mr.
Weingeist is not deemed to have beneficial ownership of any of the
shares of Common Stock held by Kayne. The address for Kayne is 1800
Avenues of the Stars, Second Floor, Los Angeles, California 90067.
(8) According to a Schedule 13D filed by EOS Partners, L.P., EOS Partners
SBIC, L.P. and EOS Partners SBIC II, L.P. on May 21, 1999, Mr. Young
may be deemed to have beneficial ownership of the shares of Common
Stock and Preferred Stock held by EOS Partners, L.P., EOS Partners
SBIC, L.P. and EOS Partners SBIC II, L.P. the address for the
aforementioned entities is 320 Park Avenue, 22nd Floor, New York, New
York 10022.
(9) The address of EnCap Energy Capital Fund III, L.P., EnCap Energy
Capital Fund III-B L.P., BOCP Partners, L.P., Energy Capital Investment
Co., PLC and EnCap Equity 1994, L.P. is 1100 Louisiana, Suite 3150,
Houston, Texas 77002. EnCap Investments L.C. is the general partner of
EnCap Equity 1994 L.P. and serves as an investment advisor to Energy
Capital Investment Co. P.L.C. EnCap Investments L.C. disclaims any
beneficial ownership of Energy Capital Investments Co. P.L.C.'s and
EnCap Equity 1994 L.P.'s shares.
(10) Mr. Sowell's address is 3131 McKinney Avenue, Suite 200, Dallas,
TX 75204.
THE CONSENT ACTION
By this Information Statement, the Company is providing the
stockholders with the required notice of the following corporate action that was
approved and adopted by the Consenting Stockholders in the Written Consent:
A change to the Company's Articles of Incorporation increasing
the authorized capital stock to 210 million shares, of which
200 million shares will be Common Stock and 10 million will be
preferred stock (the "Consent Action").
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK
Article III of the Company's Articles of Incorporation currently
authorizes the Company to issue up to 120,000,000 shares of Common Stock and
5,000,000 shares of preferred stock. As amended, the Articles of Incorporation
of the Company will provide for 210 million shares of capital stock, of which
200 million are common stock and 10 million are preferred stock. All newly
authorized shares will have the same rights as the presently authorized shares,
including the right to cast one vote for each share held of record on all
matters submitted to a vote of stockholders and, subject to the rights of the
holders of preferred stock, to participate in dividends when and to the extent
declared and paid. Holders of Common Stock do not have preemptive rights and are
not entitled to cumulate votes for the election of directors.
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Under applicable Texas law and the Company's Articles of Incorporation,
the amendment to the Articles of Incorporation will require the consent of at
least a majority of the issued and outstanding shares of Common Stock and
Preferred Stock, voting as separate classes. At the close of business on the
Record Date, the Company had 87,932,726 shares of Common Stock outstanding, and
approximately 26,500,000 shares reserved for issuance pursuant to stock options
granted to employees and warrants, leaving only 5,567,274 unreserved and
otherwise uncommitted shares of Common Stock available for future issuance. In
addition, all 5,000,000 shares of the Company's Preferred Stock are currently
issued and outstanding.
The first sentence of Article III of the Articles of Incorporation of
the Company, will be amended to read as follows:
"The Corporation shall have the authority to issue 210,000,000
shares, of which 10,000,000 shares shall be preferred stock, $.01 par
value ("Preferred Stock"), and 200,000,000 shares shall be common
stock, $.01 par value ("Common Stock")."
The Board of Directors of the Company believes the increase in the
authorized shares of capital stock is in the best interests of the Company and
its stockholders. The proposed increase in the authorized Common Stock and
Preferred Stock has been recommended by the Board to assure that an adequate
supply of authorized and unissued shares is available for general corporate
needs, such as employee benefit plans, future stock splits, stock dividends and
other distributions to stockholders, raising additional capital, financing
arrangements, the conversion of other securities (such as warrants and preferred
stock) that may be issued by the Company, and acquisitions by the Company of
other businesses if favorable opportunities become available. Except for
issuances of shares of Common Stock pursuant to the Company's existing and
proposed stock option plans as disclosed herein and as described under "Security
Ownership of Principal Stockholders and Management" and "Recent Developments,"
the Company has no present plans, arrangements or understandings to issue any
additional shares of Common Stock.
The additional authorized shares of Common Stock and Preferred Stock
will be available for issuance at the discretion of the Board of Directors
without further stockholder approval (subject to applicable Texas law and the
rules of any exchange on which the Company's securities may be listed), without
the delay and expense incident to the holding of a special meeting of
stockholders to consider any specific issuance.
While the Board of Directors is of the opinion that the proposed
amendment is in the best interests of the Company and its stockholders, the
Board recognizes that there may be some disadvantages to the stockholders. The
authorized but unissued shares of Common Stock and Preferred Stock could be used
by incumbent management to make more difficult a change in control of the
Company. Under certain circumstances, such shares could be used to frustrate
persons seeking to effect a takeover or otherwise gain control of the Company.
The increase in authorized shares of Common Stock and Preferred Stock might also
be considered as having the effect of discouraging an attempt by another person
or entity, through acquisition of a substantial number of shares stock, to
acquire control of the Company with a view to imposing a merger, sale of all or
any part of the Company's assets or a similar transaction, since the issuance of
any shares could be used to dilute the stock ownership of shares of the
Company's voting stock held by such person or entity. Any transaction which may
be so discouraged or avoided could be a transaction that the Company's
stockholders might consider to be in their best interests, although it should be
noted that the Board of Directors has a fiduciary duty to act in the best
interests of the Company's stockholders at all times. Additionally, because the
Board of Directors and their affiliates own substantially all of the outstanding
Common Stock and Preferred Stock, a takeover without the Board's consent is
highly unlikely.
The Company's Board of Directors has not proposed the Consent Action as
an anti-takeover measure, nor does the Board presently intend for the
foreseeable future to propose anti-takeover measures in any future proxy
solicitations. Any actions taken by the Company to discourage an attempt to
acquire control of the Company may result in stockholders not being able to
participate in any possible premiums which may arise in the absence of
anti-takeover provisions, as well as may be used to entrench management's
position even if such change in control may be beneficial to stockholders.
The Consent Action will not of itself cause any change in the capital
stock or surplus of the Company. However, any future issuance of shares of
Common Stock and Preferred Stock may have a dilutive effect on the present
equity holdings of stockholders of the Company.
<PAGE> 6
RECENT DEVELOPMENTS
On February 22, 2000, the Company agreed to purchase oil and gas
properties from subsidiaries of Texaco, Inc. for $161.1 million. The Company
expects to close this acquisition late in the first quarter of 2000. The
purchase price to be paid for the properties is subject to reduction if joint
working interest owners exercise preferential rights to purchase certain
properties, or for title or other environmental defects identified before
closing.
The Company has received commitments from commercial banks to loan the
Company sufficient amounts to finance the entire acquisition and refinance
existing bank indebtedness. Depending on the amount of any adjustments made to
the purchase price, up to $45 million of these loans will mature nine months
following the closing date. The Company has received commitments from several
of its current stockholders to purchase Preferred Stock, and has also received a
commitment from one of its lenders to convert a portion of the loan into
Preferred Stock, in an amount sufficient in the aggregate to repay this nine
month loan in full. These commitments to purchase Preferred Stock at maturity of
the nine month loan also provide for the issuance of new Common Stock.
The Company does not expect to use the purchase commitments from its
stockholders or the conversion commitment from its lender. The Company intends
to sell non-core properties, of which a portion of the proceeds would be
available to finance repayment of the loan. The Company may also issue new debt
or equity securities to refinance part or all of the bank loans.
CAUTIONARY STATEMENT FOR PURPOSES OF FORWARD-LOOKING STATEMENTS
Certain information contained herein under Recent Developments (as well
as certain oral statements made by or on behalf of the Company) may be deemed to
be forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995 and are subject to the "Safe Harbor" provisions in
that enacted legislation. This information includes, without limitation, future
acquisitions or corporate combinations; expected effects of and results from
recent acquisitions; future operations, demand and industry conditions; future
capital expenditures and future financial condition. When used in or
incorporated by reference into this Information Statement, the words "expect,"
"may," "will," "intends" and similar expressions are intended to be among the
statements that identify forward-looking statements. These forward-looking
statements are based on current expectations and involve a number of risks and
uncertainties. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Important factors that could affect
the Company's actual results and cause actual results to differ materially from
those results that might otherwise be expected include volatility in oil and gas
prices and volatility in capital markets.
