SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities and Exchange Act of 1934
(Amendment No. 1)
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Maxus Energy Corporation
(Name of Subject Company)
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YPF Acquisition Corp.
YPF S.A.
(Bidders)
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Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
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577730 10 4
(CUSIP Number of Class of Securities)
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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 6 pages
Exhibit Index is located on page 5.
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This Amendment No. 1 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 7 -- Contracts, Arrangements, Understandings or
Relationships with Respect to the Subject Company's Securities
Item 7 of the Schedule 14D-1 is hereby amended in its
entirety by incorporating therein by reference the information
contained in Section 11 of Exhibit (a)(1) hereto, entitled
"Purpose of the Offer; the Merger; Merger Agreement; Plans for
the Company," with such amendment thereto as is hereinafter
described.
The paragraph of such Section 11 entitled "Certain
Obligations of YPF" is hereby amended to add thereto the
following:
In addition, on March 7, 1995, YPF
announced that its Board of Directors
authorized YPF to guarantee unconditionally
the Company's outstanding long-term debt
upon the Effective Time. The long-term debt
to be covered by the YPF unconditional
guarantee is the Company's outstanding 11
1/4%, 11 1/2% and 8 1/2% Sinking Fund
Debentures, its outstanding 9 7/8%, 9 1/2%
and 9 3/8% Notes, and its outstanding
medium-term notes.
Item 10 -- Additional Information
Item 10 of the Schedule 14D-1 is hereby amended in its
entirety by incorporating therein by reference the information
contained in Section 15 of Exhibit (a)(1) hereto, entitled
"Certain Legal Matters; Required Regulatory Approvals" with such
amendment thereto as is hereinafter described.
The paragraph of such Section 15 entitled "Certain
Litigation" is hereby amended in its entirety to read as follows:
Certain Litigation. YPF and the
Company have obtained copies of a number of
complaints filed in the Chancery Court of
the State of Delaware by alleged holders of
Shares. In the various complaints, the
plaintiffs purport to sue individually and
on behalf of classes comprised of the
holders of Shares, stockholders of the
Company or all holders of the Company's
securities. The complaints name as
defendants the Company, directors of the
Company and certain officers of the Company,
a former director of the Company, and, with
respect to certain of the complaints, YPF,
and allege, among other things, that the
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defendant directors and officers of the
Company breached their fiduciary duties in
approving the Offer and the Merger and that
YPF aided and abetted the alleged breach of
duties. The plaintiffs purport to seek
orders, among other things, enjoining the
consummation of the Offer and the Merger (or
the rescission of those transactions) or, in
the alternative, accountings for any damages
to the alleged classes, together with their
attorneys' fees and other relief. YPF
intends to vigorously defend these lawsuits.
The absence of an injunction, among other
things, is a condition to Purchaser's
obligation to purchase Shares tendered
pursuant to the Offer. See Section 11.
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)(1) Press release, dated March 7, 1995.
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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 8, 1995
YPF S.A.
By: /s/ Jose A. Estenssoro
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Name: Jose A. Estenssoro
Title: President
YPF Acquisition Corp.
By: /s/ Jose A. Estenssoro
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Name: Jose A. Estenssoro
Title: President
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EXHIBIT INDEX
Exhibit Exhibit Name
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(g)(1) Press Release, dated March 7, 1995.
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Exhibit (g)(1)
Buenos Aires, Argentina, March 7, 1995 -- YPF Sociedad Anonima
(NYSE:YPF) announced that its Board of Directors today authorized
YPF to guarantee unconditionally Maxus Energy Corporation's
outstanding long-term debt--about $1 billion--upon the
effectiveness of the merger between Maxus and YPF.
Jose A. Estenssoro, President and Chief Executive Officer of YPF,
said that YPF has taken this step because of the widespread
misunderstanding among Maxus' debtholders about the "keep-well"
obligation to which YPF had previously agreed as a part of the
merger agreement, and about its intentions regarding Maxus' debt.
Mr. Estenssoro said, "It was always our intention to make sure
Maxus' existing debt was paid. We never thought we could walk
away from the obligations of our principal subsidiary and remain
a company of international stature. So we just decided to put an
end to the speculation and guarantee the debt."
The "keep-well" obligation in the merger agreement would remain
in place for the benefit of the Maxus preferred stockholders.
The long-term debt to be covered by the YPF unconditional
guarantee is Maxus' outstanding 11 1/4%, 11 1/2% and 8 1/2%
Sinking Fund Debentures, its outstanding 9 7/8%, 9 1/2% and 9
3/8% Notes, and its outstanding medium-term notes.
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