SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
[Amendment No. 1]
Issuer Tender Offer Statement
Pursuant to Section 13(e)(1)
of the
Securities Exchange Act of 1934
PETROLEUM HEAT AND POWER CO., INC.
(Name of Issuer)
PETROLEUM HEAT AND POWER CO., INC.
(Name of Persons Filing Statement)
Class B Common Stock, par value $.10 per share
(Title of Class of Securities)
716 600 200
(CUSIP Number of Class of Securities)
Irik P. Sevin, President
Petroleum Heat and Power Co., Inc.
Clearwater House
2187 Atlantic Street
Stamford, Connecticut 06902
(203) 325-5400
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications on Behalf
of Person Filing Statement)
Copies to:
Alan Shapiro, Esq.
Phillips, Nizer, Benjamin, Krim & Ballon
31 West 52nd Street
New York, New York 10019
(212) 977-9700
July 20, 1994
(Date Tender Offer First Published
Sent or Given to Security Holders)
<PAGE>
Calculation of Filing Fee
Transaction Valuation: Amount of Filing Fee:
$3,795,767(1) $759.15
------------------------------------------------------------------
(1)The transaction valuation was determined by multiplying 216,901
(the number of outstanding shares of Class B Common Stock for which
the reporting person is making an offer) by $17.50 (the reporting
person's valuation for each share of Class B Common Stock).
Check box if any part of the fee is offset as provided by Rule
[ ]
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
Amount Previously Paid: -------------------------------------------
Form or Registration No.: -----------------------------------------
Filing Party: -----------------------------------------------------
Date Filed: -------------------------------------------------------
<PAGE>
This Rule 13e-4 Issuer Tender Offer Statement (the "Tender
Offer Statement") is being filed by Petroleum Heat and Power Co.,
Inc., a Minnesota corporation (the "Company" or "Petro"). In
accordance with an Offer to Purchase dated July 20, 1994 (the
"Offer to Purchase"), included as Exhibit (a) to this Tender Offer
Statement, and the accompanying Letter of Transmittal, the Company
commenced an offer to purchase for cash all of the outstanding
shares of its Class B Common Stock, par value $.10 per share (the
"Class B Common Stock") at $17.50 per share net plus all accrued
and unpaid Special Dividends (as defined) through the Expiration
Date. The Offer to Purchase and the accompanying Letter of
Transmittal together constitute the "Offer."
The Board of Directors of Petro has determined to exercise
Petro's right to terminate the Special Dividends (as defined in the
Offer to Purchase) on the Class B Common Stock, effective the
Expiration Date (as defined in the Offer to Purchase). As a result
of the termination of the Special Dividends, the Company's restated
and amended articles of incorporation provides that holders of
Class B Common Stock have the right to require that Petro purchase
(the "Purchase Obligation") all of the issued and outstanding
shares of Class B Common Stock at a purchase price of $17.50 per
share plus all accrued and unpaid Special Dividends through the
Expiration Date (which dividends would amount to $0.2763 per share
assuming that the Expiration Date is August 31, 1994). The Offer
is being made by Petro in order to satisfy the Purchase Obligation.
The Purchase Obligation and the Offer terminate on the Expiration
Date.
The Company completed the Offer on August 31, 1994 at 5:00 p.m.
The total number of shares of Class B Common Stock tendered pursuant
to the Offer and accepted by the Company was 190,738 shares out of
the 216,901 shares of Class B Common Stock that were outstanding.
The Company subsequently paid in cash an aggregate of (a) $3,337,915
for the shares tendered and (b) an aggregate of $52,701 in accrued
dividends on such shares.
On August 31, 1994, the American Stock Exchange ("ASX")
suspended trading of the Class B Common Stock pending an application
by the ASX to delist the Class B Common Stock from trading.
The cross reference sheet below is being supplied pursuant to
Instruction B to the Tender Offer Statement and shows the location
in the Offer to Purchase (which is attached hereto as Exhibit (a))
of the information required to be included in response to the items
of this Tender Offer Statement. The information in the Offer to
Purchase of the Company is hereby expressly incorporated herein by
reference. All references and the responses to individual items
correspond to the parts of the Offer to Purchase so titled.
CROSS REFERENCE SHEET
---------------------
Item in Rule 13e-4 Where Located in the
Tender Offer Offer to Purchase
------------ -----------------
Statement
---------
Item 1(a-b) . . . INTRODUCTION; SPECIAL FACTORS - Interests of
Officers and Directors; Certain Effects of the
Offer; THE OFFER - Certain Information
Concerning the Company
Item 1(c) . . . . INTRODUCTION; THE OFFER - Market Data; Dividends
Item 1(d) . . . . NOT APPLICABLE
Item 2(a) . . . . INTRODUCTION; SPECIAL FACTORS - Financing of the
Transaction
Item 2(b) . . . . NOT APPLICABLE
Item 3 . . . . . **
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<PAGE>
Item in Rule 13e-4 Where Located in the
Tender Offer Offer to Purchase
------------ -----------------
Statement
---------
Item 3(a) . . . . **
Item 3(b) . . . . **
Item 3(c) . . . . **
Item 3(d) . . . . **
Item 3(e) . . . . INTRODUCTION; SPECIAL FACTORS - The Relative
Rights, Designations and Preferences of the
Class B Common Stock; Background and Purpose of
the Offer; Fairness of the Transaction
Item 3(f) . . . . **
Item 3(g) . . . . **
Item 3(h-j) . . . SPECIAL FACTORS - Certain Effects of the Offer
Item 4 . . . . . **
Item 5 . . . . . NOT APPLICABLE
Item 6 . . . . . THE OFFER - The Depositary; The Information
Agent; Fees and Expenses of the Offer
Item 7(a-b) . . . THE OFFER - Certain Information Concerning the
Company; SCHEDULE II - Selected Historical
Financial Information of Petro
Item 8 . . . . . OFFER TO PURCHASE
Item 9 . . . . . **
________________________
** Such information is being provided in the remaining portion of
this Rule 13e-4 Tender Offer Statement.
4
<PAGE>
Item 1. Security and Issuer
-------------------
(a) Information required by this paragraph of Item 1
is set forth in "INTRODUCTION" and "THE OFFER - Certain
Information Concerning the Company" which sections are hereby
incorporated herein by reference.
(b) Information required by this paragraph of Item 1
is set forth in "INTRODUCTION"; "SPECIAL FACTORS - Interests of
Officers and Directors" and "SPECIAL FACTORS - Certain Effects of
the Offer," which sections are hereby incorporated herein by
reference.
(c) Information required by this paragraph of Item 1
is set forth in "INTRODUCTION" and "THE OFFER - Market Data;
Dividends," which sections are hereby incorporated herein by
reference.
(d) NOT APPLICABLE.
Item 2. Source and Amount of Funds and Other Consideration
--------------------------------------------------
(a) Information required by this paragraph of Item 2
is set forth in "INTRODUCTION" and "SPECIAL FACTORS - Financing
of the Transaction" which sections are hereby incorporated herein
by reference.
(b) NOT APPLICABLE.
Item 3. Purpose of the Tender Offer and Plans or Proposals of
-----------------------------------------------------
the Issuer or Affiliate
-----------------------
The purpose of the tender offer is set forth under
"INTRODUCTION" and "SPECIAL FACTORS - Background and Purpose of
Offer; Fairness of the Transaction," which sections are hereby
incorporated herein by this reference. The shares of Class B
Common Stock received by the Company in the Offer will be
retired.
(a)-(d), (f) and (g) The Company does not have any
plans or proposals which relate to or would result in the
occurrence of any of the matters set forth under these
subparagraphs following the completion of the Offer.
(e) Information required by this paragraph of Item 3
is found in "INTRODUCTION," "SPECIAL FACTORS - The Relative
Rights, Designations and Preferences of the Class B Common Stock"
and "SPECIAL FACTORS - Background and Purpose of the Offer;
Fairness of the Transaction" which sections are hereby
incorporated herein by reference.
(h)-(j) Information required by these paragraphs of
Item 3 is found in "SPECIAL FACTORS - Certain Effects of the
Offer," which section is hereby incorporated herein by reference.
5
<PAGE>
Item 4. Interest in Securities of the Issuer
------------------------------------
There has been no transaction in the Class B Common
Stock by the Company and, to the extent known by the Company,
after reasonable inquiry, there has been no transaction in the
Class B Common Stock effected by any officer or director of the
Company, or by any affiliate or subsidiary of any such person,
during the past 60 days.
Item 5. Contracts, Arrangements or Understandings with Respect
------------------------------------------------------
to the Issuer's Securities
--------------------------
NOT APPLICABLE
Item 6. Persons and Assets Retained, Employed or to Be
----------------------------------------------
Compensated
-----------
The information required by this Item 6 is set forth in
"THE OFFER - The Depositary; The Information Agent" and "THE
OFFER - Fees and Expenses of the Offer," which sections are
hereby incorporated herein by reference.
Item 7. Financial Information
---------------------
(a) The information required by this paragraph of Item
7 is set forth in "THE OFFER - Certain Information Concerning the
Company" and SCHEDULE II - Selected Historical Financial
Information of Petro, which sections are hereby incorporated
herein by reference.
(b) The information required by this paragraph of Item
7 is set forth in "THE OFFER - Certain Information Concerning the
Company" and SCHEDULE II - Selected Historical Financial
Information of Petro which sections are hereby incorporated
herein by reference.
Item 8. Additional Information
----------------------
Additional information concerning the proposed Offer is
set forth in the OFFER TO PURCHASE, which is hereby incorporated
herein in its entirety.
Item 9. Material to be Filed as Exhibits
--------------------------------
(a)(1) Offer to Purchase*
(a)(2) Letter of Transmittal*
(a)(3) Letter to Shareholders*
(b) Not applicable
(d) Not applicable
(e) Offer to Purchase (included in Exhibit (a)(1))
(f) Not applicable
-------------
* Previously filed.
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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.
PETROLEUM HEAT AND POWER CO., INC.
By /s/ Irik P. Sevin
-------------------------------
Irik P. Sevin, President
Dated: September 9, 1994
