MAXUS ENERGY CORP /DE/
SC 14D1/A, 1995-04-10
CRUDE PETROLEUM & NATURAL GAS
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                       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. 4 - Final Amendment)

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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)

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                                Page 1 of 3 pages
<PAGE>


     This Amendment No. 4 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:

     Based on a final count of Shares validly tendered and not properly
     withdrawn pursuant to the Offer, YPF purchased 119,339,683 Shares, which
     represent approximately 88.0% 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)(4) Press release, dated April 7, 1995.


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<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:  April 10, 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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<PAGE>



                                 EXHIBIT INDEX


Exhibit             Exhibit Name
- -------             ------------

(g)(4)              Press Release, dated April 7, 1995



                                       4


                                                               Exhibit (g)(4)

                 YPF S.A. ANNOUNCES EXPIRATION OF TENDER OFFER
                   AND NUMBER OF MAXUS ENERGY SHARES TENDERED

Buenos Aires, Argentina, April 6, 1995 -- YPF Sociedad Anonima (NYSE:YPF)
announced today that it has completed the purchase of 119,339,683 shares of
common stock of Maxus Energy Corporation (NYSE:MXS), which represent
approximately 88% of Maxus outstanding common stock, at a price of $5.50 per
share. The shares were purchased in connection with YPF's cash tender offer for
Maxus' common stock. Financing for the acquisition of the shares was arranged by
The Chase Manhattan Bank (National Association). YPF expects, following a
meeting of Maxus stockholders currently scheduled for late 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.

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