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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
TIDE WEST OIL COMPANY
(Name of Issuer)
SHARES OF COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
886355-40-3
(CUSIP Number)
JAMES M. PICCONE
GENERAL COUNSEL
HS RESOURCES, INC.
1999 BROADWAY, SUITE 3600
DENVER, CO 80202
TELEPHONE: (303) 296-3600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
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MAY 7, 1996
(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 THIS STATEMENT. [ ]
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Page 1 of ____
Exhibit Index appears on Page ______.
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CUSIP NO. 886355-40-3
SCHEDULE 13D/A
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HS Resources, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,979,000
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,979,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
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14 TYPE OF REPORTING PERSON
CO
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2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSR Acquisition, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,979,000
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,979,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.8%
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14 TYPE OF REPORTING PERSON
CO
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- ----------------------------
* As of February 25, 1996, HS Resources, Inc. ("Parent") and HSR
Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"),
entered into an Agreement to Vote and Proxy (the "NGP Voting
Agreement") with Natural Gas Partners, L.P. ("NGP"). As of
February 25, 1996, and as amended as of May 7, 1996, Parent and
Purchaser entered into an Agreement to Vote and Proxy (together with
the NGP Voting Agreement, the "Voting Agreements") with Philip B.
Smith ("Smith" and, together with NGP, the "Stockholders") in his
individual capacity and in his capacity as trustee of The Scott C.
Smith Irrevocable Trust 1-15-96 and The Laura E. Smith Irrevocable
Trust 1- 15-96 (together, the "Trusts"). Pursuant to the Voting
Agreements, the Stockholders agreed to vote, and granted proxies to
vote, the 4,894,000 shares of common stock, par value $0.01 per
share (the "Common Stock"), of Tide West Oil Company (the "Company")
owned by the Stockholders and 85,000 shares of Common Stock subject
to the Trusts and over which Smith has voting control in favor of
the merger transaction contemplated between the Company and Purchaser
pursuant to the Agreement and Plan of Merger, dated as of February
25, 1996, and amended and restated as of April 29, 1996, by and
among Parent, Purchaser and the Company (the "Merger Agreement").
The Stockholders entered into the Voting Agreements in
consideration of Purchaser entering into the Merger Agreement and,
in the case of NGP, Parent agreeing to provide NGP with
representation on Parent's board of directors.
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This Amendment No. 1 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission on March 5, 1996 (the
"Schedule 13D"), by HS Resources, Inc., a Delaware corporation (the "Parent"),
and HSR Acquisition, Inc., a Delaware corporation and wholly owned subsidiary
of the Parent (the "Purchaser"), with respect to the acquisition by Parent of
beneficial ownership (within the meaning of Rule 13d-3 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act")) of the common stock, par
value $0.01 per share (the "Common Stock"), of Tide West Oil Company, a
Delaware corporation (the "Company"), owned by Natural Gas Partners, L.P., a
Delaware limited partnership ("NGP") and Philip B. Smith ("Smith" and, together
with NGP, the "Stockholders") pursuant to an Agreement to Vote and Proxy, dated
as of February 25, 1996, executed by each of the Stockholders and Parent.
The item numbers, captions and responses set forth below are in accordance
with the requirements of Schedule 13D promulgated under the Exchange Act. All
capitalized terms used and not defined herein have the respective meanings
assigned to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D hereby is deleted in its entirety and replaced
with the following:
Pursuant to the terms of the Agreement to Vote and Proxy, dated as of
February 25, 1996 (the "NGP Voting Agreement"), by and between the Parent and
Natural Gas Partners, L.P. ("NGP"), Parent acquired shared voting control of
4,550,000 shares of Common Stock. Pursuant to the terms of the Agreement to
Vote and Proxy, dated as of February 25, 1996, as amended by Amendment No. 1 to
Agreement to Vote and Proxy, dated as of May 7, 1996 (the "Smith Voting
Agreement" and, together with the NGP Voting Agreement, the "Voting
Agreements"), by and between Philip B. Smith ("Smith") and Parent, Parent
acquired shared voting control of 344,000 shares of Common Stock owned directly
by Smith and an aggregate of 85,000 shares of Common Stock owned by The Scott
C. Smith Irrevocable Trust 1-15-96 and The Laura E. Smith Irrevocable Trust
1-15-96 (together, the "Trusts") of which Smith is trustee. Under the Voting
Agreements, NGP and Smith (the "Stockholders") have agreed to vote, and granted
proxies to vote with respect to, 4,894,000 shares of Common Stock owned by the
Stockholders and 85,000 shares of Common Stock subject to the Trusts and over
which Smith has voting control in favor of the Merger and the Agreement and
Plan of Merger, dated as of February 25, 1996, and amended and restated as of
April 29, 1996, by and among the Parent, the Purchaser and the Company (the
"Merger Agreement"), which is attached hereto as Exhibit A and incorporated
herein by reference. The information set forth in Paragraph 1 "Voting
Agreement" and Paragraph 2 "Proxy with Respect to Shares" of each of the NGP
Voting Agreement and the Smith Voting Agreement, which are attached hereto as
Exhibit B and C, respectively, is incorporated herein by reference. The
Stockholders entered into the Voting Agreements in consideration of Purchaser
entering into the Merger Agreement and, in the case of NGP, Parent agreeing to
provide NGP with representation on Parent's board of directors.
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ITEM 4. PURPOSE OF THE TRANSACTION.
The first paragraph of Item 4 of the Schedule 13D hereby is deleted in its
entirety and replaced with the following:
The Parent acquired the voting rights of 4,979,000 shares of Common Stock
to acquire the requisite number of votes to effectuate the Merger. On February
25, 1996, the Parent and NGP entered into the NGP Voting Agreement pursuant to
which NGP agreed to vote, and granted to Parent a proxy to vote, its 4,550,000
shares of Common Stock, representing approximately 46.45% of the Common Stock,
in favor of the Merger and the Merger Agreement. On February 25, 1996, and as
amended as of May 7, 1996, the Parent and Smith, an individual, President and
stockholder of the Company, entered into the Smith Voting Agreement pursuant to
which Smith agreed to vote, and granted to Parent a proxy to vote, 344,000
shares of Common Stock owned by Smith in his individual capacity and an
aggregate of 85,000 shares of Common Stock owned by the Trusts, of which Smith
is the trustee, collectively representing an additional 4.38% of the Common
Stock, in favor of the Merger and the Merger Agreement. The Merger Agreement
and Paragraph 1 "Voting Agreement" and Paragraph 2 "Proxy with Respect to
Shares" of each of the Voting Agreements are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) of the Schedule 13D hereby are deleted in their
entirety and replaced with the following:
(a) The Company had 9,795,128 shares of Common Stock outstanding as of May
8, 1996. As of the date hereof, the Parent may be deemed, pursuant to Rule
13d-3, to own beneficially an aggregate of 4,979,000 shares of Common Stock,
representing approximately 50.8% of the outstanding Common Stock. As of the
date hereof, the Purchaser, as a wholly owned subsidiary of the Parent, may be
deemed pursuant to Rule 13d-3 to own beneficially an aggregate of 4,979,000
shares of Common Stock, representing approximately 50.8% of the outstanding
Common Stock.
(b) The Parent and the Purchaser share with NGP and Smith the power to
vote, or direct the vote, of the 4,979,000 shares of Common Stock owned or
controlled, as the case may be, by NGP and Smith. NGP, a Delaware limited
partnership, is an investment fund organized in 1988 to make equity-related
investments in oil and gas companies. The principal executive offices of NGP
are located at 777 Main Street, Suite 2700, Ft. Worth, Texas 76102-5304.
Smith, a citizen of the United States of America, is President and Chief
Executive Officer of the Company. Smith's business address is 6666 South
Sheridan, Suite 250, Tulsa, Oklahoma 74133-1750. To the best knowledge of the
Purchaser or the Parent, neither NGP nor Smith has, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
The first paragraph of Item 6 of the Schedule 13D hereby is deleted in
its entirety and replaced with the following:
Pursuant to the Voting Agreements, the Stockholders have agreed to
vote, and granted proxies to vote with respect to, 4,979,000 shares of Common
Stock (representing approximately 50.8% of the voting power of the Company) in
favor of the Merger and the Merger Agreement. The Stockholders entered into
the Voting
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Agreements in consideration of Purchaser entering into the Merger Agreement
and, in the case of NGP, Parent agreeing to provide NGP with representation on
Parent's board of directors.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D hereby is amended to add the following
supplemental information:
Exhibit D - Amendment No. 1 to Agreement to Vote and Proxy, dated as of
May 7, 1996, by and between the Parent and Smith.
[The remainder of this page is intentionally left blank]
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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.
Dated: May 27, 1996
HS RESOURCES, INC.
By: /s/ James M. Piccone
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Name: James M. Piccone
---------------------------------
Title: Vice President
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HSR ACQUISITION, INC.
By: /s/ James M. Piccone
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Name: James M. Piccone
---------------------------------
Title: Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description Page No.
- ----------------- ----------- ----------
<S> <C>
#Exhibit A Agreement and Plan of Merger, dated as of February 25, 1996, by and
among the Parent, the Purchaser and the Company.
#Exhibit B Agreement to Vote and Proxy, dated as of February 25, 1996, by and
between the Parent and NGP.
#Exhibit C Agreement to Vote and Proxy, dated as of February 25, 1996, by and
between the Parent and Philip B. Smith.
*Exhibit D Amendment No. 1 to Agreement to Vote and Proxy, dated as of May 7,
1996, by and between the Parent and Philip B. Smith.
</TABLE>
# - Previously filed
* - Filed herewith
8
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EXHIBIT 99.D
AMENDMENT NO. 1 TO AGREEMENT TO VOTE AND PROXY
THIS AMENDMENT NO. 1 TO AGREEMENT TO VOTE AND PROXY (this
"Amendment"), dated as of May 7, 1996, is by and between Philip B. Smith (both
in his individual capacity and as trustee of the Trusts (as defined herein),
the "Stockholder") and HS Resources, Inc., a Delaware corporation
("Purchaser").
RECITALS
A. In connection with the merger of Tide West Oil Company, a
Delaware corporation ("Tide West") with and into HSR Acquisition, Inc., a
Delaware corporation and wholly owned subsidiary of the Purchaser, Purchaser
and Stockholder (in his individual capacity) entered into that certain
Agreement to Vote and Proxy, dated as of February 25, 1996 (the "Agreement"),
pursuant to which Stockholder, among other things, agreed to vote, and granted
to Purchaser a proxy to vote, 344,000 shares of the outstanding common stock,
par value $0.01 per share, of Tide West ("Tide West Common Stock") owned
directly by Stockholder.
B. As of the date hereof, Stockholder is the trustee of The Scott
C. Smith Irrevocable Trust 1-15-96 and The Laura E. Smith Irrevocable Trust
1-15-96 (together, the "Trusts") which own an aggregate of 85,000 shares of
Tide West Common Stock (such shares of Tide West Common Stock being herein
referred to as the "Trust Shares").
C. Purchaser and Stockholder desire to amend the Agreement to
make the Trust Shares subject to the Agreement for the purposes set forth in,
and in accordance with, this Amendment.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Amendment and the Agreement and for other good and
valuable consideration, and intending to be legally bound hereby, the parties
agree as follows:
1. Recital B. of the Agreement is deleted in its
entirety and replaced with the following:
"B. As of the date hereof, Stockholder owns in
excess of 344,000 shares (the "Smith Shares") and is
the trustee of The Scott C. Smith Irrevocable Trust
1-15-96 and The Laura E. Smith Irrevocable Trust
1-15-96 (together, the "Trusts") which own an
aggregate of 85,000 shares (the "Trust Shares" and,
together with the Smith Shares, the "Shares"), or
approximately 3.51% and 0.87%, respectively, of the
outstanding common stock, par value $.01 per share
(the "Common Stock"), of the Company."
2. Paragraph 8.3 of the Agreement is deleted in its
entirety and replaced with the following:
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"8.3. Lock Up of the Purchaser's Common Stock.
(a) Stockholder agrees not to make any
sale, transfer or other disposition of any of
the shares of Purchaser's Common Stock for
one year from the date such shares are
received by Stockholder pursuant to the
Merger.
(b) Paragraph 8.3(a) shall not apply to
any shares of the Purchaser's Common Stock
that are received by Stockholder, directly or
indirectly, from the conversion of the Trust
Shares to shares of the Purchaser's Common
Stock pursuant to the Merger."
3. Paragraph 4.1 of the Agreement is deleted in its
entirety and replaced with the following:
"4.1 Ownership of Shares. Until the termination of
this Agreement, Stockholder shall not sell or
otherwise transfer any of the Shares. Stockholder,
in his individual capacity, has good, valid and
marketable title to the Smith Shares, and each of the
Trusts have good, valid and marketable title to their
respective Trust Shares, free and clear of all liens,
encumbrances, restrictions, options, warrants, rights
to purchase and claims of every kind (other than the
encumbrances created by this Agreement, the
respective trust agreements relating to each of the
Trusts, bona fide loan transactions, restrictions on
transfer under applicable Federal and state
securities laws and a Stockholder's Agreement dated
November 19, 1992, among Stockholder and certain
senior executives and stockholders of the Company)."
4. Except as, and solely to the extent that, the
Agreement is amended by the above, all other terms and provisions
thereof shall remain in full force and effect.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, Purchaser and Stockholder have each executed or
caused this Amendment to be executed by their duly authorized officers as of
the date and year first above written.
Purchaser:
HS RESOURCES, INC.
By: /s/ James E. Duffy
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Name: James E. Duffy
Title: Vice President
Stockholder:
/s/ Philip B. Smith
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Philip B. Smith (individually, and
as Trustee of the Trusts)
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