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. 2)
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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 4 pages
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This Amendment No. 2 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 4 -- Source and Amount of Funds or Other Consideration
Item 4 of the Schedule 14D-1 is hereby amended by incorporating herein
by reference the information contained in Section 9 of Exhibit (a)(1) hereto,
entitled "Source and Amount of Funds", with such amendment thereto as is
hereafter described. Such Section 9 is hereby amended by adding thereto the
following:
YPF and Chase agreed verbally that the various
facilities contemplated by the Commitment Letter will, in
the definitive loan documentation, be modified in a number
of respects, including the following: (a) with respect to
the YPF Facility, (i) the principal amount thereof will be
increased by $50 million, and (ii) the interest rate
applicable thereto will, until April 14, 1995, be the base
rate (as defined in the applicable facility, the "Base
Rate") plus a margin of 1/2%, and thereafter, the one, two or
three-month London Interbank Offered Rate plus a margin of
1 1/2%; (b) with respect to the Purchaser Facility, (i) the
maximum principal amount thereof will be decreased by $50
million and (ii) the interest rate applicable thereto will be
either (A) the one-month London Interbank Offered Rate plus
a margin of 2 1/4% or (B) the Base Rate plus a margin of
1 1/4%; (c) with respect to the Subsidiaries Facility, (i)
the maximum principal amount thereof will be decreased by
$75 million, (ii) the interest rate applicable thereto
will, until March 31, 1997, be either (A) the one, two
or three-month London Interbank Offered Rate plus a margin
of 2 1/4%, or (B) the Base Rate plus a margin of 1 1/4%, and
thereafter either (C) the one, two or three-month London
Interbank Offered Rate plus a margin of 2 3/4% or (D) the
Base Rate plus a margin of 1 3/4%; and (d) the interest
rate applicable to the Midgard Facility will be, until
March 31, 1997, either (i) the one, two or three-month
London Interbank Offered Rate plus a margin of 1 3/4% or
(ii) the Base Rate plus a margin
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of 1 1/4%, and thereafter (iii) the one, two or three-month London
Interbank Offered Rate plus a margin of 2 1/4%, or (iv) the Base Rate
plus a margin of 1 1/4%; (e) the maturity of the Purchaser Facility
will be the earlier of (i) the Effective Time and (ii) May 26, 1995;
(f) the YPF Loan will be payable in five consecutive monthly installments,
of which the last installment is payable on December 15, 1995, the Midgard
Loan will be payable in 28 consecutive quarterly installments commencing
on March 31, 1997 and the Subsidiaries Loan will be payable in 24
consecutive quarterly installments commencing on March 31, 1997; and (g)
the Subsidiaries Loan to Java and Sumatra will be secured by certain
of the assets of Java and Sumatra, will be guaranteed by the
Company and a new subsidiary formed to hold Java and Sumatra, and
the guarantee by that holding company will be secured by stock of Java
and Sumatra.
Item 10 -- Additional Information
Item 10 of the Schedule 14D-1 is hereby amended by incorporating
herein 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 hereafter described.
The paragraph of such Section 15 entitled "Certain Litigation" is
hereby amended by adding thereto the following:
On March 28, 1995, YPF announced that it and the Company had reached an
agreement in principle with the plaintiffs to settle the common stockholder
litigation challenging the Offer and the Merger. In this connection, the
plaintiffs have withdrawn their motion for a preliminary injunction to
enjoin the Offer, which motion had been scheduled to be heard on March 28,
1995 before the Delaware Chancery Court.
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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)(2) Press release, dated March 28, 1995
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 28, 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
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EXHIBIT INDEX
Exhibit Exhibit Name
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(g)(2) Press Release, dated March 1995
Exhibit (g)(2)
["YPF" logo]
YPF
660 Madison Avenue, 20th Floor
New York, New York 10021
Contacts:
New York - Daniel Sneed
212 838-9400
Buenos Aires - Jorge Estrela
(54) 1 329-2126
YPF S.A. ANNOUNCES MAXUS SHAREHOLDER LITIGATION AGREEMENT
Buenos Aires, Argentina, March 28, 1995 -- YPF Sociedad Anonima (NYSE:YPF)
announced that it and Maxus Energy Corporation (NYSE:MXS) have reached an
agreement in principle with the plaintiffs to settle the previously disclosed
stockholder litigation brought by Maxus common shareholders challenging the
YPF tender offer for shares of common stock of Maxus and the proposed merger.
In this connection, the plaintiffs have withdrawn their motion for a preliminary
injunction to enjoin the YPF tender offer. That motion had been previously
scheduled to be heard today before the Delaware Chancery Court.
