SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Maxus Energy Corporation
(Name of Issuer)
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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)
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Mr. Jose A. Estenssoro
YPF Sociedad Anonima
Avenida Pte. Roque Saenz Pena 777
1364 Buenos Aires, Argentina
Telephone: (011) (541) 329-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
P. Dexter Peacock, Esq.
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
Telephone: (713) 220-4200
April 5, 1995
(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 [ ]
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 ("Exchange Act") or
otherwise subject to the liabilities of that section of the
Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D (Amendment No. 1)
CUSIP NO. 577730 10 4 PAGE 2 OF 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
YPF Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK; AF; SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 120,000,613
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
120,000,613
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000,613
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D (Amendment No. 1)
CUSIP NO. 577730 10 4 PAGE 3 OF 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
YPF Sociedad Anonima
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 PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
7 SOLE VOTING POWER
NUMBER OF SHARES 120,000,613
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
120,000,613
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000,613
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 amends the Schedule 13D (the "Schedule 13D"), dated
April 11, 1995, originally filed in connection with the acquisition by YPF
Acquisition Corp., a Delaware corporation (the "Purchaser"), and YPF Sociedad
Anonima, a sociedad anonima (stock corporation) organized under the laws of
the Republic of Argentina ("YPF") of the outstanding shares of common stock,
par value $1.00 per share, of Maxus Energy Corporation, a Delaware corporation
("Maxus" or the "Company") pursuant to a tender offer (the "Offer"). Unless
otherwise defined herein, all terms used herein shall have the meanings set
forth in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended in the following manner.
First, the second paragraph of Item 3 is hereby amended and restated to read
in its entirety as follows:
The Offer expired at midnight on March 30, 1995. On March 31, 1995,
YPF announced that the Purchaser would accept for purchase all Shares
validly tendered and not withdrawn prior to the expiration of the Offer.
Second, Item 3 of Schedule 13D is hereby amended to add after the
third paragraph as the new fourth paragraph the following:
On April 13, 1995, the depositary, The Chase Manhattan Bank
(National Association), notified the Reporting Persons that, upon
final tabulation, an additional 660,930 Shares had been properly
tendered and not withdrawn prior to the expiration of the Offer.
The Purchaser took delivery of these additional Shares and
delivered the purchase price for the additional Shares on April 13,
1995. The $3.6 million purchase price for such additional Shares was
paid out of funds previously borrowed on April 5, 1995 under the
Purchaser Facility.
Third, the paragraph entitled "Conditions to Funding" under Item 3
on page 6 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
Conditions to Funding. The obligation of the lenders to advance the
remaining amount of credit available under the Purchaser Facility is
subject to the fulfillment of certain conditions, including but not
limited to, (i) the absence of any material adverse change in the
condition (financial or otherwise), business operations, assets, nature of
assets or liabilities of (a) YPF and its subsidiaries (taken as a whole),
(b) the Purchaser and (c) the Company and its subsidiaries, and (ii) the
lenders' satisfaction that the Company will have sufficient cash available
to pay the lesser of (a) $134 million or (b) the principal amount of the
Purchaser Loan, interest thereon and other amounts due on the Purchaser
Maturity Date under the Purchaser Facility.
Item 4 of the Schedule 13D is hereby amended in the following manner.
First, the first paragraph of Item 4(a) is hereby amended and restated to read
in its entirety as follows:
On February 28, 1995, Maxus, the Purchaser and YPF entered into the
Merger Agreement pursuant to which, as described in Item 3 above, the
Purchaser commenced the Offer. The Offer expired at midnight on
March 30, 1995. The Purchaser took delivery of 119,339,683 Shares,
representing 88.0% of the issued and outstanding Shares as of such date,
and delivered the purchase price for them on April 5, 1995. On
April 13, 1995, the Purchaser was notified by the depositary that an
additional 660,930 Shares had been validly tendered and not withdrawn
prior to the expiration of the Offer. The Purchaser took delivery of
all such additional Shares and delivered the purchase price therefor on
such date. As a result, the Purchaser owns an aggregate of 120,000,613
Shares, or an aggregate of 88.5% of the issued and outstanding Shares as
of such date. Pursuant to the Merger Agreement, Maxus, the Purchaser and
YPF agreed to cause the merger of the Purchaser with and into Maxus as
soon as practicable following the purchase of Shares pursuant to the
Offer. Pursuant to the Delaware General Corporation Law ("DGCL") and
the Company's Restated Certificate of Incorporation (the "Certificate"),
the approval and adoption of the Merger require the affirmative vote of
the holders of a majority of the combined voting power of the
outstanding Shares and $4.00 Cumulative
Page 4 of 6 Pages
<PAGE>
Convertible Preferred Stock (collectively, the "Voting Shares"), voting
together as a single class.
In addition, the first sentence of the second paragraph of Item 4(d) is
hereby amended to change "The Purchaser's ownership of 85.3% ..." to read
instead "The Purchaser's ownership of 85.7% ...."
Item 5(a) and (b) of Schedule 13D are hereby amended and restated to read
in their entirety as follows:
(a) and (b) The Purchaser has sole voting and dispositive power over
120,000,613 Shares, which represents approximately 88.5% of the outstanding
Shares and 85.7% of the outstanding Voting Shares. YPF, by virtue of its
ownership of all of the capital stock of the Purchaser, is a beneficial
owner of all of the Shares owned by the Purchaser. If the Merger is
consummated, YPF will own 100% of the then-outstanding Shares.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 14, 1995
YPF SOCIEDAD ANONIMA
By: /s/ Jose A. Estenssoro
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Jose A. Estenssoro
President
YPF ACQUISITION CORP.
By: /s/ Jose A. Estenssoro
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Jose A. Estenssoro
President
Page 6 of 6 Pages
