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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the 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)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] 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 MARIO B. ROSSO
717 NORTH HARWOOD STREET PRESIDENT AND
DALLAS, TEXAS 75201 CHIEF EXECUTIVE OFFICER
MAXUS November 25, 1997
IMPORTANT REMINDER
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Dear Stockholder:
A special meeting of stockholders of Maxus Energy Corporation (the
"Company") is scheduled for December 5, 1997. This letter is to remind you that
your vote is important no matter how many or how few shares you own.
As detailed in the proxy materials previously mailed to you, the
Company is seeking your vote to approve a proposal to amend the Company's
restated certificate of incorporation (the "Certificate") to eliminate certain
voting rights of the holders of the Company's $2.50 cumulative preferred stock
(the "Preferred Stock"). The proposed amendment would give the Company the
ability to sell, lease or convey all or substantially all of its property or
assets for fair value as determined by the board of directors (the "Board")
without obtaining the approval of the holders of the Preferred Stock. The
proposal is described more completely in the proxy statement dated November 5,
1997 (the "Proxy Statement").
Holders of the Preferred Stock will continue to have all of the other
rights and preferences specified in the Certificate, including the restriction
on payment of dividends on the Company's common stock while Preferred Stock
dividends are in arrears and the right to elect two directors of the Company if
dividends on the Preferred Stock are in arrears for more than six quarters.
Additionally, YPF Sociedad Anonima, the parent of the Company, has guaranteed
the Company's obligations in respect of the Preferred Stock.
If the proposal is approved, then promptly following its adoption the
Board will declare a special distribution of $0.375 per share on all shares of
Preferred Stock issued and outstanding at the close of business on a record date
to be specified by the Board payable in cash on a payment date to be specified
by the Board. The special distribution will be in addition to any regular
dividends declared and paid on the Preferred Stock.
TO DATE, YOUR PROXY HAS NOT BEEN RECEIVED. THE COMPANY ENCOURAGES YOU
TO SIGN, DATE AND MAIL THE ENCLOSED DUPLICATE PROXY.
If you need another copy of the Proxy Statement or have any questions,
please contact the Company's proxy solicitor, MacKenzie Partners, Inc., at (800)
322-2885 or (212) 929-5500 (call collect).
We appreciate your prompt attention to voting your shares and thank you
for your continued interest in your Company.
Very truly yours,
/s/ MARIO B. ROSSO
