<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Diamond Shamrock Offshore Partners Limited Partnership
-----------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
-----------------------------------------------------------------------
(Title of Class of Securities)
252744 10 7
-----------------------------------------------------------------------
(CUSIP Number)
L. P. Ciuba
Maxus Energy Corporation
717 North Harwood Street, Dallas, Texas 75201
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 25, 1994
-----------------------------------------------------------------------
(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. (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 of 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).
(Continued on following page (s))
Page 1 of 13 Pages
<PAGE>
CUSIP No. 252744 10 7 13D Page 2 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Maxus Exploration Company
___________________________________________________________________________
2. Check The Appropriate Box If A Member Of A Group*
(a)
(b)
___________________________________________________________________________
3. SEC Use Only
___________________________________________________________________________
4. Source of Funds*
WC
___________________________________________________________________________
5. Check Box If Disclosure of Legal Proceeding Is Required Pursuant to
Items 2(d) or 2(e)
___________________________________________________________________________
6. Citizenship or Place of Organization
Delaware
___________________________________________________________________________
7. Sole Voting Power
Number of
Shares 64,163,885
Beneficially ____________________________________________________________
Owned By 8. Shared Voting Power
Each
Reporting ____________________________________________________________
Person 9. Sole Dispositive Power
With
64,163,885
_____________________________________________________________
10. Shared Dispositive Power
___________________________________________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
64,163,885
___________________________________________________________________________
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares*
___________________________________________________________________________
13. Percent Of Class Represented By Amount In Row (11)
Approximately 87%
___________________________________________________________________________
14. Type of Reporting Person*
CO
___________________________________________________________________________
<PAGE>
CUSIP No. 252744 10 7 13D Page 3 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Maxus Energy Corporation
___________________________________________________________________________
2. Check The Appropriate Box If A Member Of A Group*
(a)
(b)
__________________________________________________________________________
3. SEC Use Only
__________________________________________________________________________
4. Source of Funds*
WC
___________________________________________________________________________
5. Check Box If Disclosure Of Legal Proceeding Is Required Pursuant To
Items 2(d) or 2(e)
___________________________________________________________________________
6. Citizenship or Place of Organization
Delaware
___________________________________________________________________________
7. Sole Voting Power
Number of
Shares 64,163,885
Beneficially _____________________________________________________________
Owned By 8. Shared Voting Power
Each
Reporting _____________________________________________________________
Person 9. Sole Dispositive Power
With
64,163,885
_____________________________________________________________
10. Shared Dispositive Power
___________________________________________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
64,163,885
___________________________________________________________________________
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares*
___________________________________________________________________________
13. Percent Of Class Represented By Amount In Row (11)
Approximately 87%
___________________________________________________________________________
14. Type of Reporting Person*
HC, CO
___________________________________________________________________________
<PAGE>
Page 4 of 13 Pages
Schedule 13D of Maxus Exploration Company ("MEC") and Maxus Energy
Corporation ("Maxus"), dated September 13, 1985, as amended (the "Schedule
13D"), relating to units of limited partnership interest ("Units") of Diamond
Shamrock Offshore Partners Limited Partnership, a Delaware limited partnership
("Partnership"), is amended by this Amendment No. 18 to read as set forth below.
This is the first amendment filed since Maxus became subject to mandated
electronic filing. It is therefore being filed in electronic format and, in
accordance with Rule 13d-2(c), this amendment restates the entire text of
Schedule 13D, as amended hereby.
Item 1. Security and Issuer.
-------------------
This Schedule 13D relates to units of limited partnership interest
("Units") in Diamond Shamrock Offshore Partners Limited Partnership, a Delaware
limited partnership (the "Partnership"), with principal executive offices at 717
North Harwood Street, Dallas, Texas 75201. The Units reported on this Schedule
13D have been or may be exchanged at any time for depositary units ("Depositary
Units") evidenced by depositary receipts ("Depositary Receipts") pursuant to a
Deposit Agreement dated as of August 16, 1985 among the Partnership, Maxus,
AmeriTrust Company National Association, as Depositary, and Holders of
Depositary Receipts, as amended as of August 29, 1985.
Item 2. Identity and Background.
------------------------
MEC, a Delaware corporation, is a wholly owned subsidiary of Maxus, a
Delaware corporation. Maxus, whose executive offices are located at 717 North
Harwood Street, Dallas, Texas 75201, is an independent oil and gas exploration
and production company. Maxus is a publicly held company subject to the
reporting requirements of Sections 13 and 15(d) of the Securities and Exchange
Act of 1934, as amended. MEC, whose business and principal address is located
at 717 North Harwood Street, Dallas, Texas 75201, conducts the oil and gas
exploration and production activities of Diamond Shamrock in North America.
Set forth on Schedule I to this Amendment No. 18 (which Schedule is
hereby incorporated herein by this reference) are the names of the executive
officers and directors of MEC as of April 25, 1994 and the other information
concerning such persons required to be provided under Item 2 of Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On September 6, 1985, the Partnership issued to MEC 37,500,000 Units in the
Partnership in exchange for substantially all of MEC's productive and
exploratory oil and gas properties located in federal waters offshore Texas and
Louisiana. Such Units represented approximately 88.2% of all such Units
outstanding. The remaining 11.8% of the Units, represented by 5,000,000
Depositary Units evidenced by Depositary Receipts, was sold in an underwritten
public offering pursuant to the Partnership's Registration Statement on Form S-1
(No. 2-99029), as amended, declared effective by the Securities and Exchange
Commission on August 29, 1985. Additional information concerning this
transaction is set forth in said Registration Statement and in the final
Prospectus dated August 29, 1985 (the "Prospectus"), which is a part thereof and
which Prospectus is included as Exhibit 2 to this Schedule 13D and incorporated
herein and made a part hereof by reference.
<PAGE>
Page 5 of 13 Pages
On October, 30, 1985, Maxus purchased from the Partnership 1,278,483 Units
for total consideration consisting of $27,487,384.50 in cash. The source of the
funds used to make such purchase was the working capital of Maxus. On October
30, 1985, Maxus distributed all of such 1,278,483 Units to the holders of its
shares of Common Stock.
On December 9, 1985, Maxus purchased from the Partnership 1,219,978 Units
for total consideration consisting of $22,112,101.25 in cash. The source of the
funds used to make such purchase was the working capital of Maxus. On December
9, 1985, Maxus distributed all of such 1,219,978 Units to the holders of its
shares of Common Stock.
On March 7, 1986, Maxus purchased from the Partnership 1,293,453 Units for
total consideration consisting of $21,099,452.06 in cash. The source of the
funds used to make such purchase was the working capital of Maxus. On March 7,
1986, Maxus distributed all such 1,293,453 Units to the holders of its shares of
Common Stock.
On June 9, 1986, Maxus purchased from the Partnership 1,546,399 Units for
total consideration consisting of $25,708,883.37 in cash. The source of the
funds used to make such purchase was the working capital of Maxus. On June 9,
1986, Maxus distributed all of such 1,546,399 Units to the holders of its shares
of Common Stock.
On September 2, 1986, Maxus purchased from the Partnership 1,518,987 Units
for total consideration consisting of $26,250,000 in cash. The source of the
funds used to make such purchase was the working capital of Maxus.
On December 1, 1986, Maxus purchased from the Partnership 1,510,791 Units
for total consideration consisting of $26,249,993.63 in cash. The source of the
funds used to make such purchase was the working capital of Maxus.
On March 2, 1987, Maxus purchased from the Partnership 1,603,053 Units for
total consideration consisting of $26,249,992.88 in cash. The source
of the funds used to make such purchase was the working capital of Maxus.
On April 15, 1987, Maxus contributed to MEC all 4,632,831 Units which it
owned. On June 1, 1987, MEC purchased from the Partnership 1,463,210 Units for
total consideration consisting of $26,249,987 in cash. The source of the funds
used to make such purchase was the working capital of MEC.
On December 1, 1988, MEC purchased from the Partnership 2,004,556 Units for
total consideration consisting of $27,500,003 in cash. The source of the funds
used to make such purchase was the working capital of MEC.
On March 1, 1989, MEC purchased from the Partnership 1,532,674 Units for
total consideration consisting of $17,050,998 in cash. The source of the funds
used to make such purchase was the working capital of MEC.
On June 1, 1989, MEC purchased from the Partnership 2,379,240 Units for
total consideration consistiing of $20,743,999 in cash. The source of the funds
used to make such purchase was the working capital of MEC.
On September 1, 1989, MEC purchased from the Partnership 3,031,605 Units
for total consideration consisting of $24,916,004 in cash. The source of the
funds used to make such purchase was the working capital of MEC.
<PAGE>
Page 6 of 13 Pages
On December 1, 1989, MEC purchased from the Partnership 6,037,736 Units for
total consideration consisting of $40,000,001 in cash. The source of the funds
used to make such purchase was the working capital of MEC.
On July 1, 1991, MEC purchased from the Partnership 5,333,333 newly issued
Units at a price per Unit of $3.9375 paid in cash upon delivery of the
certificate representing such Units. The source of the funds used to make such
purchase was the working capital of MEC.
Between October, 1990 and April 1, 1991, MEC purchased 248,700 Units on
the open market. The source of the funds used to make these purchases was the
working capital of MEC.
The number of Units owned beneficially by MEC and Maxus after giving effect
to the foregoing July, 1991 purchase is 64,163,885. Such number of Units
constitutes approximately 87% of the Units issued and outstanding.
Item 4. Purpose of Transaction
-----------------------
The purpose of the initial transaction was to restructure the domestic oil
and gas exploration and production business of Maxus.
The Certificate of Incorporation of Maxus Offshore Exploration Company, the
managing general partner of the Partnership ("Managing Partner"), provides that
in the event Maxus and its affiliates own less than 50% of the then outstanding
Units (excluding any limited partnership interests the Partnership may have
issued in acquiring oil and gas properties to persons other than Maxus or its
affiliates), then Maxus must sell all of the shares of Class B Common Stock of
the Managing Partner, which class possesses exclusive voting rights with respect
to the election of directors of the Managing Partner, to the directors of the
Managing Partner, and the directors are then required to vote such shares to
elect a Board of Directors of the Managing Partner comprised entirely of persons
who are not employees, officers, directors or affiliates of Maxus or of any
affiliate of Maxus (other than the Managing Partner).
The purpose of the October, 1985 transaction was to distribute Units as a
special dividend to the Maxus common stockholders.
The purpose of the December, 1985 and the March and June, 1986
transactions was to distribute Units as a dividend to the Maxus common
stockholders.
The purpose of the September and December, 1986 and the March, 1987
transactions was to continue Maxus' substantial quarterly investments in the
Partnership.
The purpose of the August 15, 1987 transfer of Units by Maxus to MEC was to
consolidate ownership of such Units. The purpose of the June 1, 1987, the
December, 1988 and the four 1989 purchases of Units by MEC was to continue
Maxus' substantial quarterly investments in the Partnership.
The purpose of the open market purchases between October, 1990 and
April 1, 1991 was to increase the ownership of MEC in the Partnership .
The purpose of the July, 1991 purchase was to make funds available to
the Partnership.
<PAGE>
Page 7 of 13 Pages
Since the formation of the Partnership, Maxus purchased additional Units
from the Partnership on a quarterly basis to assure that the Partnership had
sufficient funds to make distributions at a specified level through 1989.
However, after 1989 Maxus did not support cash distributions by the Partnership
by purchasing additional Units from the Partnership. On January 31, 1990, the
Partnership reconfirmed that the Partnership's quarterly cash distributions
would primarily depend upon levels of cash flow generated and expenditures
required by the operations of the Partnership.
On April 25, 1994, Maxus' Board of Directors authorized the sale by
Maxus of all interests held by Maxus and its subsidiaries (the general
partnership interests as well as the Units) in the Partnership to a third party.
The sales price would equate to approximately $4.48 per Unit.
Item 5. Interest in Securities of the Issuer.
------------------------------------
See Item 3 above for information concerning the number of Units
beneficially owned by MEC directly (and by Maxus indirectly).
The following named directors of Maxus beneficially own, as of July 1,
1991, the number of Units set forth opposite their names. Each such person has
sole voting power and sole dispositive power with respect to all such Units. No
other persons who is an executive officer or director of MEC or Maxus
beneficially owns Units.
Name Number*
------------------ -------
J. David Barnes . . . . . . . . . . 32
Philip E. Coldwell. . . . . . . . . 5
John T. Kimbell . . . . . . . . . . 21
W. Thomas York . . . . . . . . . . 10,008
------------------
* In each case, represents less than
0.1% of the outstanding Units.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
With Respect to Securities of the Issuer.
-----------------------------------------
See response to Item 4 above with respect to Maxus' intention to sell
all its interests in the Partnership.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 - Agreement of persons filing the original Schedule 13 required
by Regulation 13d-1(f)(iii).
Exhibit 2 - Prospectus dated August 29, 1985 constituting part of the
Partnership's Form S-1 Registration Statement (No. 2-99029), as amended, filed
with the Securities and Exchange Commission on August 29, 1985.
Exhibit 3 - Underwriting Agreement dated August 29, 1985 among the
Partnership, Diamond Shamrock, Goldman, Sachs & Co. and others.
<PAGE>
Page 8 of 13 Pages
Exhibit 4 - Second Amended and Restated Agreement of Limited Partnership of
the Partnership dated September 6, 1985, among the Managing Partner, Diamond
Shamrock and others.
Exhibit 5 - Certificate of Incorporation of Diamond Shamrock Offshore
Exploration Company.
Exhibits 6 through 22 - Agreements of persons filing Amendments Nos. 1
through 17 respectively, as required by Regulation 13d-1(f)(iii).
Exhibit 23 --Agreement of persons filing this Amendment No. 18
(required by Regulation 13d-1 (f)(1)(iii)).
<PAGE>
Page 9 of 13 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MAXUS EXPLORATION COMPANY
By G. R. Brown
-------------------------------
G. R. Brown, Vice President
April 25, 1994
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.
MAXUS ENERGY CORPORATION
By G. R. Brown
-------------------------------
G. R. Brown, Vice President
April 25, 1994
<PAGE>
Page 10 of 13 Pages
SCHEDULE I
----------
CERTAIN INFORMATION WITH RESPECT TO
DIRECTORS AND EXECUTIVE OFFICERS OF
MAXUS ENERGY CORPORATION ("Maxus")
AND MAXUS EXPLORATION COMPANY
AS OF APRIL 25, 1994
________________________________________________
MAXUS ENERGY CORPORATION
------------------------
Principal Occupation
Name/Business Address or Employment
- ---------------------- ---------------
J. David Barnes Chairman Emeritus of
Suite 2725 Mellon Bank Corporation
500 Grant Street and Mellon Bank N.A.
Pittsburgh, Pennsylvania 15258
Darrell L. Black Consultant
365 MacEwen Drive
Osprey, Florida 34229
Charles L. Blackburn Chairman, President and
717 North Harwood Street Chief Executive Officer
Dallas, Texas 75201 of Maxus
B. Clark Burchfiel Schlumberger Professor of
Massachusetts Institute of Technology Geology, Massachusetts
54-1010 Green Building Institute of Technology
Cambridge, Massachusetts 02139
Bruce B. Dice President of
Dice Exploration Co., Inc. Dice Exploration Co.,
N.W. Commerce Building Inc., oil and gas
14405 Walters Road, Suite 400 consultants
Houston, Texas 77014
Michael C. Forrest Senior Vice President
717 North Harwood Street of Maxus
Dallas, Texas 75201
Charles W. Hall Partner of Fulbright &
Fulbright & Jaworski Jaworski, a law firm
1301 McKinney Street, 51st Floor
Houston, Texas 77010
Raymond A. Hay Chairman of Aberdeen
Aberdeen Associates Associates, an investment
5956 Sherry Lane, Suite 902 firm
Dallas, Texas 75225
George L. Jackson oil field service
640 Oakland Hills Lane consultant
Kerrville, Texas 78028
John T. Kimbell President of
343 Commercial Street John Kimbell Associaates,
Union Wharf, Apt. 501 a business consulting firm
Boston, Massachusetts 02109
<PAGE>
Page 11 of 13 Pages
Principal Occupation
Names/Business Address or Employment
- ---------------------- -------------
Richard W. Murphy Senior Fellow for the
The Council on Foreign Relations Middle East, Council on
58 East 68th Street Foreign Relations
New York, New York 10021
W. Thomas York Consultant
123 Hemlock Hill Road
New Canaan, Connecticut 06840
Michael J. Barron Vice President and
717 North Harwood Street Treasurer of Maxus
Dallas, Texas 75201
Glen R. Brown Vice President and
717 North Harwood Street Controller of Maxus
Dallas, Texas 75201
Steven G. Crowell Senior Vice President
717 North Harwood Street of Maxus
Dallas, Texas 75201
Mark J. Gentry Vice President
717 North Harwood Street of Maxus
Dallas, Texas 75201
McCarter Middlebrook Vice President and General
717 North Harwood Street Counsel of Maxus
Dallas, Texas 75201
George W. Pasley Senior Vice President
717 North Harwood Street of Maxus
Dallas, Texas 75201
MAXUS EXPLORATION COMPANY
-------------------------
Principal Occupation
Name/Business Address or Employment
- ---------------------- -----------------
Michael J. Barron Vice President and
717 North Harwood Street Treasurer of Maxus
Dallas, Texas 75201
Glen R. Brown Vice President and
717 North Harwood Street Controller of Maxus
Dallas, Texas 75201
Gordon E. Coe Managing Attorney of oil
717 North Harwood Street and gas, Maxus
Dallas, Texas 75201
Steven G. Crowell Senior Vice President
717 North Harwood Street of Maxus
Dallas, Texas 75201
<PAGE>
Page 12 of 13 Pages
Principal Occupation
Name/Business Address or Employment
- --------------------- --------------
McCarter Middlebrook Vice President and General
717 North Harwood Street Counsel of Maxus
Dallas, Texas 75201
K. Delmar Rumph General Manager of Maxus
112 West 8th Street
Amarillo, Texas 79101
John C. Schmid General Manager of Maxus
717 North Harwood Street
Dallas, Texas 75201
All of the foregoing persons are citizens of the United States.
During the past five years, none of the foregoing persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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.
<PAGE>
Page 13 of 13 Pages
Exhibit 23
----------
AGREEMENT
---------
Each of the undersigned entities hereby agrees that the Amendment No. 18
to Schedule 13D, dated April 25, 1994, to which this Agreement is appended as
Exhibit 23, is being filed on behalf of each of the undersigned entities.
MAXUS EXPLORATION COMPANY
By G. R. Brown
-------------------------------
G. R. Brown, Vice President
April 25, 1994
MAXUS ENERGY CORPORATION
By G. R. Brown
-------------------------------
G. R. Brown, Vice President
April 25, 1994
