SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities and Exchange Act of 1934
(Amendment No. 3)
_______________
Maxus Energy Corporation
(Name of Subject Company)
_______________
YPF Acquisition Corp.
YPF S.A.
(Bidders)
_______________
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
_______________
577730 10 4
(CUSIP Number of Class of Securities)
_______________
Mr. Jose A. Estenssoro
Avenida Roque Saenz Pena 777
1364 Buenos Aires, Argentina
(54)(1) 329-2000
with a copy to:
P. Dexter Peacock, Esq.
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
(713) 220-4200
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
Page 1 of 3 pages
<PAGE>
This Amendment No. 3 amends and supplements the Tender
Offer Statement on Schedule 14D-1 dated March 3, 1995 relating to
the offer by YPF Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of YPF Sociedad
Anonima, a sociedad anonima organized under the laws of the
Republic of Argentina ("YPF"), to purchase all outstanding shares
of common stock, par value $1.00 per share (the "Shares"), of
Maxus Energy Corporation (the "Company"), as follows:
Item 6 -- Interest in Securities of the Subject Company
Item 6 of the Schedule 14D-1 is hereby amended by
adding the following information thereto:
As of the Expiration Date, the Offer
expired, as scheduled, in accordance with
its terms. The Purchaser has accepted for
purchase all Shares validly tendered and not
properly withdrawn prior to the Expiration
Date. Based on a preliminary estimate, as
of the Expiration Date, stockholders of the
Company had tendered approximately
118,864,500 Shares (including approximately
3,114,400 Shares subject to guarantee of
delivery), which represent approximately
87.6 percent of Shares outstanding.
Item 11 - Material to be Filed as Exhibits
Item 11 is hereby amended and
supplemented by the addition of the
following, which is attached hereto as an
Exhibit.
(g)(3) Press release, dated March 31, 1995.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 31, 1995
YPF S.A.
By: /s/ Jose A. Estenssoro
------------------------
Name: Jose A. Estenssoro
Title: President
YPF Acquisition Corp.
By: /s/ Jose A. Estenssoro
---------------------------
Name: Jose A. Estenssoro
Title: President
3
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Name
------- ------------
(g)(3) Press Release, dated March 31, 1995
4
Exhibit (g)(3)
["YPF" logo]
YPF
660 Madison Avenue, 20th Floor
New York, New York 10021
Contacts:
New York - Darial Sneed
212 838-9400
Florence Konkol
Buenos Aires - Jorge Estela
(54) 1 329-2126
YPF S.A. ANNOUNCES EXPIRATION OF TENDER OFFER
AND NUMBER OF MAXUS ENERGY SHARES TENDERED
Buenos Aires, Argentina, March 31, 1995 -- YPF Sociedad Anonima
(NYSE:YPF) today announced that, as of Midnight, New York City
time, on Thursday, March 30, 1995, its cash offer for all
outstanding shares of common stock of Maxus Energy Corporation
(NYSE:MXS) expired, as scheduled, in accordance with its terms.
YPF said that, through its subsidiary making the offer, it has
accepted for purchase all shares validly tendered and not
properly withdrawn prior to expiration of the offer. Based on a
preliminary estimate, as of the expiration of the offer, Maxus
stockholders had tendered approximately 118,864,500 shares of
Maxus common stock to YPF (including approximately 3,114,400
shares subject to guarantee of delivery), which represent
approximately 87.6 percent of Maxus common stock outstanding.
YPF said that it anticipates that payment for shares will be made
next week.
YPF also announced that it expects, following a special meeting
of stockholders in May, to consummate its acquisition of the
entire common equity interest in Maxus, in a merger providing for
non-tendering holders to receive the same cash price per share as
provided in the tender offer.
5
