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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Amendment No. 5)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MAXUS ENERGY CORPORATION
(Name of Subject Company)
MAXUS ENERGY CORPORATION
(Name of Person Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
577730 10 4
(CUSIP Number of Class of Securities)
McCarter Middlebrook, Esq.
Vice President and General Counsel
Maxus Energy Corporation
717 North Harwood Street
Dallas, Texas 75201-6594
(214) 953-2000
(Name, address, and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
Copy to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
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This Amendment No. 5 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 filed on March 3, 1995, as amended by Amendment No. 1 thereto
filed on March 6, 1995, Amendment No. 2 thereto filed on March 9, 1995,
Amendment No. 3 thereto filed on March 20, 1995, and Amendment No. 4 thereto
filed on March 29, 1995 (as heretofore amended, the "Schedule 14D-9"), by Maxus
Energy Corporation, a Delaware corporation (the "Company"), in connection with
the tender offer commenced on March 3, 1995 by YPF Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of YPF Sociedad Anonima, a sociedad
anonima organized under the laws of the Republic of Argentina, to purchase all
outstanding shares of common stock, par value $1.00 per share, of the Company
(the "Shares") at a price of $5.50 per Share, net to seller in cash.
All capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following at the end of the last paragraph of Item 8(b):
In connection with the agreement in principle, the Company issued a press
release on March 29, 1995, a copy of which is filed as Exhibit 15 hereto,
in which the Company reissued its press releases of March 13 and 15, 1995.
In its March 29, 1995 press release, the Company also said that CSFB, in
preparing its analysis of the terms of the Merger, assumed certain
additions to the Company's oil and gas reserves, and that the additional
reserves described in these releases were within the range of additions
assumed by CSFB.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed herewith:
Exhibit 15 - Press Release, dated March 29, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MAXUS ENERGY CORPORATION
By: McCARTER MIDDLEBROOK
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McCarter Middlebrook
Vice President and General Counsel
Dated: March 30, 1995
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EXHIBIT INDEX
Exhibit Description
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Exhibit 15 Press Release, dated March 29, 1995.
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Exhibit 15
PRESS RELEASE
FOR IMMEDIATE RELEASE
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MAXUS ENERGY REISSUES PRIOR PRESS RELEASES
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DALLAS -- March 29, 1995 -- In connection with the agreement in principle to
settle certain common stockholder litigation challenging the tender offer by YPF
Sociedad Anonima (NYSE:YPF) and proposed merger with YPF, Maxus Energy
Corporation (NYSE:MXS) is reissuing its press releases of March 13 and 15, 1995,
relating to certain discoveries.
Maxus also said that CS First Boston, Maxus' financial advisor in connection
with the YPF tender offer and proposed merger, in preparing its analysis of the
terms of the merger, assumed certain additions to Maxus' oil and gas reserves,
and that the additional reserves described in these releases were within the
range of additions assumed by CS First Boston. The text of the two releases,
both of which were previously published and carried on various news services,
follows:
"DALLAS -- March 13, 1995 -- Maxus Energy Corporation (NYSE: MXS) today
announced the discovery of a gas well on its Northwest Java concession, offshore
Indonesia, that tested at a combined rate of 62 million cubic feet per day
(Mmcf/D) and 1,219 barrels of condensate from five zones.
The LES-1 well tested from perforations between 4,045 and 5,749 feet subsea in
the Main and Massive formations. The new discovery well, in the Java Sea about
50 miles northeast of Jakarta, reached a total depth of 7,583 feet subsea.
Maxus holds a 24% interest in the 5.1 million-acre Northwest Java concession.
ARCO (NYSE: ARC), with a 46% interest, is project operator under a production-
sharing contract with Pertamina, the Indonesian state oil company.
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In 1994, Northwest Java daily gross sales averaged 200 Mmcf of natural gas and
about 9,900 barrels of gas liquids. The Northwest Java Gas Project currently
supplies all of the gas to two government-owned electric utilities serving
Jakarta. The concession also produced 111,000 gross barrels of oil per day."
"DALLAS -- March 15, 1995 -- Maxus Southeast Sumatra, Inc., a subsidiary of
Maxus Energy Corporation (NYSE: MXS), today announced an oil discovery and the
results of two successful delineation wells that tested oil and natural gas from
Maxus' Southeast Sumatra concession, offshore Indonesia.
The Aida-1 oil discovery, located 1.5 kilometers southwest of the Widuri Field,
flowed 1,047 barrels per day (BOPD) of 34 degree API gravity oil at an initial
reservoir pressure of 1,431 pounds per square inch (psi) from a depth of 3,669
feet subsea. The discovery penetrated 56 feet of net oil pay in the fluvial
sandstones of the Talang Akar Formation. The Aida-1 has a calculated
productivity index of 142 barrels of fluid per day/psi. A field development
plan is currently being proposed.
The delineation wells, Risma 2 and Risma 3, further evaluate the Risma 1
exploratory well that tested 4,527 BOPD and 9.6 million cubic feet per day of
gas (Mmcf/D). Risma 2, drilled about one kilometer southwest of Risma 1, tested
at a cumulative flow rate of 3,348 BOPD and 7.1 MMcf/D from four depths in the
Talang Akar Formation. The Risma 3, drilled directionally from Risma 2, tested
1,291 BOPD and 3.2 MMcf/D from five depths. The Risma 3 is about two kilometers
southeast of Risma 2. Both wells are being evaluated to determine justification
of further field development.
Maxus Southeast Sumatra has a 56% interest and operates the concession under a
production-sharing contract with Pertamina, the Indonesian state oil company.
Partners include Inpex, Repsol, Cieco, Deminex, Warrior and Oryx Energy."
