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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
[AMENDMENT NO. ]
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)
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PETROLEUM HEAT AND POWER CO., INC.
(NAME OF PERSONS FILING STATEMENT)
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12- 7/8% SERIES A EXCHANGEABLE PREFERRED STOCK DUE 2009
(Title of Class of Securities)
716600 50 7
(CUSIP Number of Class of Securities)
IRIK P. SEVIN,
CHIEF EXECUTIVE OFFICER
PETROLEUM HEAT AND POWER CO., INC.
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 LLP
666 Fifth Avenue
New York, New York 10103-0084
(212) 977-9700
APRIL , 1997
(Date Tender Offer First Published
Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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TRANSACTION
VALUATION: AMOUNT OF FILING FEE:
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$ 30,000,000(1) $ 9090
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(1) The transaction valuation was determined in accordance with Rule 0-11(b)(2)
and (a)(4) and equals 1/33 of one percent multiplied by the aggregate market
value of the shares of 12 7/8% Series A Exchangeable Preferred Stock due
2009 which the reporting person is offering to exchange.
/ / 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: $9,090
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Form or Registration No.: Form S-4 No. 33-
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Filing Party: Petroleum Heat and Power Co., Inc.
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Date Filed: the date hereof
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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"). Pursuant to (i) the Prospectus dated April
,1997 (the "Exchange Offer Prospectus") attached as Exhibit (a)(1) to this
Tender Offer Statement, and (ii) the accompanying Letter of Transmittal attached
as Exhibit (a)(2) to this Tender Offer Statement (the Exchange Offer Prospectus
and the Letter of Transmittal together constitute the "Exchange Offer"), the
Company has offered to exchange up to 1,200,000 shares of its 12 7/8% Series B
Exchangeable Preferred Stock with a liquidation preference of $25 per share (the
"New Preferred Stock") for an equal number of shares of its 12 7/8% Series A
Exchangeable Preferred Stock with a liquidation preference of $25 per share (the
"Old Preferred Stock" and together with the New Preferred Stock, the "Preferred
Stock") with the holders (the "Holders") thereof. The terms of the New Preferred
Stock are identical in all material respects to the terms of the Old Preferred
Stock, except that the New Preferred Stock has been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and, therefore will
not bear legends restricting its transfer and will not contain certain terms
providing for an increase in the dividend on the Old Preferred Stock under
certain circumstances relating to the Registration Rights Agreement dated as of
February 18, 1997 between the Company and Donaldson, Lufkin & Jenrette
Securities Corporation, the Initial Purchaser of the Old Preferred Stock. The
Company is effecting the Exchange Offer in order to satisfy certain obligations
of the Company under the Registration Rights Agreement.
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Pursuant to Instruction B to the Tender Offer Statement, the information in
the Exchange Offer is hereby incorporated herein by this reference, and all
cross references stated below are to information stated under the captions of
the Exchange Offer Prospectus indicated below.
ITEM 1. SECURITY AND ISSUER
(a) Information required by this paragraph of Item 1 is set forth in
"Prospectus Summary--The Company" which information is incorporated herein by
this reference.
(b) Information required by this paragraph of Item 1 is set forth in
"Prospectus Summary--The Exchange Offer" and "The Exchange Offer," which
information is incorporated herein by this reference.
(c) There is currently no established trading market for the Preferred
Stock.
(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
"Prospectus Summary--The Exchange Offer" and "The Exchange Offer," which
information is hereby incorporated herein by this reference.
(b) NOT APPLICABLE.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OF PROPOSALS OF THE ISSUER OR
AFFILIATE
The purpose of the tender offer is to satisfy certain obligations of the
Company contained in the Registration Rights Agreement, as stated in "Prospectus
Summary--The Exchange Offer" and "The Exchange Offer," which sections are
incorporated herein by this reference. Shares of Old Preferred Stock tendered
pursuant to the Exchange Offer will be retired. The Company has no plans or
proposals which relate to or would result in the occurrence of any of the
matters described in subparagraphs (a)-(j) of Item 3, except that information
required by subparagraph (c) is set forth in "Prospectus Summary--The
Company--Star Gas Transactions" and information required by subparagraph (e) is
set forth in "Prospectus Summary--The Company--Recent Developments."
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
There has been no transaction in the Preferred Stock by the Company other
than the initial sale of the Old Preferred Stock to the Initial Purchaser and,
to the extent known by the Company, after reasonable inquiry, there has been no
transaction in the Preferred Stock effected by any officer or director of the
Company, or by any affiliate or subsidiary of any such person.
ITEM 5. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
There are no contracts, arrangements, understandings or relationships
relating, directly or indirectly to the Exchange Offer, other than the
Registration Rights Agreement. Information required by Item 5 is set forth in
"Prospectus Summary--The Exchange Offer," "The Exchange Offer" and "Description
of Preferred Stock," which sections are hereby incorporated herein by this
reference.
ITEM 6. PERSONS AND ASSETS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information required by this Item 6 is set forth in "The Exchange
Offer--The Exchange Agent" and "The Exchange Offer--Fees and Expenses," which
sections are hereby incorporated herein by this reference.
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ITEM 7. FINANCIAL INFORMATION
(a) The information required by this paragraph of Item 7 is set forth in
"Prospectus Summary-- Summary Financial Data" and "Selected Financial and Other
Data," and the audited Financial Statements of the Company incorporated by
reference in the Exchange Offer Prospectus from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, which information is
hereby incorporated herein by this reference.
(b) NOT APPLICABLE.
ITEM 8. ADDITIONAL INFORMATION
Additional information concerning the proposed Offer is set forth in the
Exchange Offer, which is hereby incorporated herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Exchange Offer Prospectus is incorporated herein by this reference to
the Registration Statement dated March 11, 1997 filed by the Company
on Form S-4, File No. 33- .
(a)(2) Letter of Transmittal is incorporated herein by this reference to
Exhibit 99.1 to the Registration Statement dated March 11, 1997 filed
by the Company on Form S-4, File No. 33- .
(a)(3) Letter to Securities Dealers, Commercial Banks, Trust Companies and
Other Nominees is incorporated herein by this reference to Exhibit
99.3 to the Registration Statement dated March 11, 1997 filed by the
Company on Form S-4, File No. 33- .
(a)(4) Letter to Clients is incorporated herein by this reference to Exhibit
99.2 to the Registration Statement dated March 11, 1997 filed by the
Company on Form S-4, File No. 33- .
(a)(5) Notice of Guaranteed Delivery is incorporated herein by this
reference to Exhibit 99.4 to Registration Statement dated March 11,
1997 filed by the Company on Form S-4, File No. 33- .
(b) Not applicable
(c) Registration Rights Agreement dated as of February 18, 1997 between
the Company and the Initial Purchaser is incorporated by this
reference to Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 34- .
(d) Not applicable
(e) Exchange Offer Prospectus (included in Exhibit (a)(1))
(f) Not applicable
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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/
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Irik P. Sevin, Chief Executive
Officer
Dated: April , 1997
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