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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MAXUS ENERGY CORPORATION
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MAXUS ENERGY CORPORATION
PROXY SOLICITATION WITH RESPECT TO ITS $2.50 CUMULATIVE PREFERRED STOCK
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THE SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY AT WHICH PROXIES ARE EXPECTED
TO BE VOTED IS TO BE HELD ON DECEMBER 5, 1997, SUBJECT TO ADJOURNMENT. A SPECIAL
CASH DISTRIBUTION WILL BE PAID TO HOLDERS OF THE $2.50 CUMULATIVE PREFERRED
STOCK IF THE PROPOSAL IS ADOPTED. A SOLICITING DEALER FEE IS BEING PAID IN
RESPECT OF CERTAIN SHARES OF THE $2.50 CUMULATIVE PREFERRED STOCK VOTED "FOR"
THE PROPOSAL, SUBJECT TO THE CONDITIONS DESCRIBED BELOW AND IN THE PROXY
STATEMENT.
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November 5, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Maxus Energy Corporation, a Delaware corporation
("the Company") to act as Soliciting Agent and in connection therewith are
enclosing a notice of special meeting, proxy statement and proxy. If the
Proposal described in the proxy statement is approved by the Company's preferred
stockholders holding two-thirds of its $2.50 Cumulative Preferred Stock
("Preferred Stock") and its common stockholder, a subsidiary of YPF Sociedad
Anonima ("YPF"), the Company will make a special cash distribution in the amount
of $0.375 per share to holders of record of Preferred Stock as of a date to be
specified by the Board of Directors following the Special Meeting, or
adjournment thereof, at which the Proposal is adopted.
We are asking you to contact your clients for whom you hold shares of
Preferred Stock registered in your name (or in the name of your nominee) or who
hold shares of Preferred Stock registered in their own names. Please bring the
solicitation to their attention as promptly as possible. The Company will
reimburse you for customary mailing and handling expenses. A form of letter to
your clients who are beneficial owners of Preferred Stock is enclosed for your
use.
If the Proposal is approved, the Company will pay to each designated broker
or dealer a solicitation fee of $0.3125 per share for each share of Preferred
Stock as to which a proxy is granted in favor of the Proposal (and not revoked)
by beneficial owners of up to 10,000 shares. A designated broker or dealer is an
entity obtaining proxies granted in favor of the Proposal (and not revoked) as
set forth in a Notice of Solicited Proxies, a form of which is attached hereto,
or in a proxy, who is (i) a broker or dealer in securities, including the
Soliciting Agent in its capacity as a broker or dealer, which is a member of any
national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD") or (ii) a foreign broker or dealer not eligible for
membership in the NASD which agrees to conform to the NASD's Rules of Fair
Practice in making solicitations. No solicitation fee shall be payable to a
broker or dealer with respect to proxies granted in favor of the Proposal by a
holder unless the proxy designates such broker or dealer or a Notice of
Solicited Proxies is provided. No solicitation fee shall be payable to the
Soliciting Agent in respect of shares registered in the name of the Soliciting
Agent unless such shares are held by the Soliciting Agent as nominee and a proxy
is being granted in favor of the Proposal (and is not revoked) with respect to
such shares by one or more beneficial owners identified on a Notice of Solicited
Proxies. No solicitation fee shall be payable to a broker or dealer if such
broker or dealer is required for any reason to transfer the amount of such fee
to a holder. No solicitation fee shall be payable to the Soliciting Agent with
respect to shares held in the Soliciting Agent's own account or shares
beneficially owned by the Soliciting Agent. No broker or dealer shall be deemed
to be the agent of the Company, the Soliciting Agent or MacKenzie Partners. Inc.
Very Truly Yours,
Credit Suisse First Boston
Corporation
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MAXUS ENERGY CORPORATION
NOTICE OF SOLICITED PROXIES
List below the number of shares of Maxus Energy Corporation's $2.50
Cumulative Preferred Stock ("Preferred Stock") as to which proxies were granted
in favor of the Proposal (and not revoked) by beneficial owners of up to 10,000
shares whose proxy you have solicited in connection with the Special Meeting of
Stockholders to be held on December 5, 1997, and any adjournment thereof. All
shares of Preferred Stock beneficially owned by a beneficial owner, whether in
one account or several, and in however many capacities, must be aggregated for
purposes of completing the table below. Any questions as to what constitutes
beneficial ownership should be directed to MacKenzie Partners, Inc.
("MacKenzie"). If the space below is inadequate, list the shares on a separate
signed schedule and affix the list to this Notice of Solicited Proxies.
ALL NOTICES OF SOLICITED PROXIES SHOULD BE RETURNED BY SOLICITING BROKERS
AND DEALERS TO MACKENZIE AT 156 FIFTH AVENUE, NEW YORK, NY 10010 ON OR PRIOR TO
THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE DATE OF THE SPECIAL MEETING
AT WHICH THE PROPOSAL IS ADOPTED (SCHEDULED FOR DECEMBER 5, 1997, UNLESS
ADJOURNED TO A LATER DATE). NOTICES MAY BE FAXED TO MACKENZIE AT (212) 675-0918
(CONFIRMATION TELEPHONE NUMBER (212) 929-5500). ALL QUESTIONS CONCERNING THE
NOTICE OF SOLICITED PROXIES SHOULD BE DIRECTED TO MACKENZIE AT TELEPHONE NUMBER
(212) 929-5500 OR (800) 322-2885.
BENEFICIAL OWNERS OF 10,000 SHARES OR LESS OF PREFERRED STOCK
To be Completed by the Soliciting Broker or Dealer
<TABLE>
<CAPTION>
NUMBER OF SHARE
NAME OF BENEFICIAL OWNER VOTED "FOR"
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<S> <C> <C>
Beneficial Owner No. 1
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Beneficial Owner No. 2
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Beneficial Owner No. 3
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Beneficial Owner No. 4
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Beneficial Owner No. 5
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Total
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</TABLE>
(Attach additional tables, if necessary.)
The undersigned hereby confirms that (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934 as amended, and
the applicable rules and regulations thereunder, in connection with such
solicitations; (ii) it is entitled to such compensation for such solicitation
under the terms
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and conditions of the Proxy Statement, (iii) in soliciting proxies, it has used
no soliciting materials other than those furnished by the Company; and (iv) if
it is a foreign broker or dealer not eligible for membership in the NASD, it has
agreed to conform to the NASD's Rules of Fair Practice in making solicitations.
<TABLE>
<S> <C>
Date: -----------------------------------------------
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DTC Participant Name Address
DTC Participant Number: -----------------------------
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Firm Name City, State, Zip Code
By: -------------------------------------------------
-----------------------------------------------------
Area Code and Telephone Number
- -----------------------------------------------------
Title
</TABLE>
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MAXUS ENERGY CORPORATION
PROXY SOLICITATION WITH RESPECT TO ITS $2.50 CUMULATIVE PREFERRED STOCK
---------------------
THE SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY AT WHICH PROXIES ARE EXPECTED
TO BE VOTED IS TO BE HELD ON DECEMBER 5, 1997, SUBJECT TO ADJOURNMENT. A SPECIAL
CASH DISTRIBUTION WILL BE PAID TO HOLDERS OF THE $2.50 CUMULATIVE PREFERRED
STOCK IF THE PROPOSAL IS ADOPTED AT THE SPECIAL MEETING.
---------------------
November 5, 1997
To Our Clients:
Enclosed for your consideration is a Proxy Statement (as it may be
supplemented from time to time, the "Proxy Statement") and a form of proxy
relating to a proposal to be voted on at a Special Meeting of Stockholders of
Maxus Energy Corporation, a Delaware corporation (the "Company"), to be held on
December 5, 1997. The Company is soliciting (the "Solicitation") proxies (the
"Proxies") for a proposal to amend, as described in the Proxy Statement (the
"Proposal"), the Company's Restated Certificate of Incorporation to eliminate
certain voting rights of holders of the Company's $2.50 Cumulative Preferred
Stock ("Preferred Stock").
IF THE PROPOSAL IS APPROVED BY THE HOLDERS OF TWO-THIRDS OF THE OUTSTANDING
PREFERRED STOCK AND ITS COMMON STOCKHOLDER, A SUBSIDIARY OF YPF SOCIEDAD ANONIMA
("YPF"), THE COMPANY WILL MAKE A SPECIAL CASH DISTRIBUTION IN THE AMOUNT OF
$0.375 PER SHARE TO HOLDERS OF RECORD OF PREFERRED STOCK AS OF A PAYMENT DATE TO
BE SPECIFIED BY THE BOARD OF DIRECTORS OF THE COMPANY. YPF HAS GUARANTEED THE
PREFERRED STOCK AS DESCRIBED IN THE PROXY STATEMENT.
This material relating to the Solicitation is being forwarded to you as the
beneficial owner of Preferred Stock carried by us for your account or benefit
but not registered in your name. Delivery of the enclosed Proxy authorizing the
designated proxies to vote your shares on the Proposal may only be made by us as
the registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Preferred Stock registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to sign, date and
deliver Proxies to such registered holder promptly if they wish to vote in favor
of the Proposal.
Accordingly, we urge that you promptly sign, date and deliver the enclosed
Proxy to us, in order for us to authorize the designated proxies to vote shares
of Preferred Stock held by us for your account in accordance with your
instructions. We urge you to read carefully the Proxy Statement before returning
your Proxy to us.
Your executed Proxy should be forwarded as promptly as possible in order to
permit us to authorize the designated proxies to vote shares on your behalf in
accordance with your Proxy. The Special Meeting of Stockholders at which a vote
will be taken on the Proposal is set for December 5, 1997, unless adjourned to a
later date.
If the Proposal is adopted, the Company will pay to each designated broker
or dealer a solicitation fee of $0.3125 per share for each share of Preferred
Stock as to which a Proxy is granted in favor of the Proposal (and not revoked)
by a beneficial owner of up to 10,000 shares, subject to certain conditions.
If you wish, you can designate an individual as your broker or dealer by
completing the information on the reverse of the enclosed Proxy and naming your
individual representative or broker. If you have any questions, please do not
hesitate to contact your individual representative or broker.
<PAGE> 6
MAXUS ENERGY SETS SPECIAL STOCKHOLDER MEETING FOR DECEMBER 5, 1997
Dallas, Nov. 5, 1997 -- Maxus Energy Corporation ("Maxus") (NYSE:MXSPRa.N),
a subsidiary of the Argentine oil company YPF Sociedad Anonima
("YPF") (NYSE:YPF), announced today that its previously announced special
stockholders meeting originally scheduled for November 25, 1997 to seek
approval of an amendment to the voting rights of holders of Maxus' $2.50
Cumulative Preferred Stock (the "Preferred Stock") has been rescheduled for
December 5, 1997. If the proposed amendment is adopted, the consent of the
holders of the Preferred Stock would no longer be required for Maxus to sell,
lease or convey all or substantially all of its property or assets for fair
value as determined by Maxus' board of directors. The record date for such
meeting remains the close of business on October 27, 1997. Proxy materials,
including the proxy statement dated November 5, 1997 (the "Proxy Statement") and
the accompanying proxy, are expected to be mailed to Maxus stockholders today.
The proposed amendment is described in more detail in the Proxy Statement.
If the proposed amendment is adopted, then promptly following such action
Maxus intends to declare a special distribution of $0.375 per share on all
shares of Preferred Stock issued and outstanding on a record date to be
specified by Maxus following such adoption payable in cash on a payment date to
be specified by Maxus. In addition, if the proposed amendment is adopted, Maxus
will pay to each designated soliciting broker or dealer a solicitation fee of
$0.3125 per share for each share of Preferred Stock as to which a proxy is
granted in favor of the proposed amendment (and not revoked) by beneficial
owners of up to 10,000 shares, subject to certain other conditions.
Credit Suisse First Boston Corporation (telephone no.: 800-820-1653) will
act as soliciting agent in connection with the proxy solicitation. Copies of
proxy materials can be obtained from MacKenzie Partners, Inc. (telephone no.:
800-322-2885).
