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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or (13)(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
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(Name of the Subject Companies)
KELLEY OIL CORPORATION (THE OFFEROR)
KELLEY PARTNERS 1992 DEVELOPMENT DRILLING PROGRAM
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
UNITS OF LIMITED PARTNER AND GENERAL PARTNER INTERESTS IN SUBJECT COMPANY
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(Title of Classes of Securities)
NOT APPLICABLE
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(CUSIP Number of Class of Securities)
RICK G. LESTER, CONTOUR ENERGY CO.
601 JEFFERSON, SUITE 1100,
HOUSTON, TX 77002, (713) 652-5200
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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ITEM 1. SUMMARY TERM SHEET.
See Item 1 under the heading "Item 13. Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 2. SUBJECT COMPANY INFORMATION.
See Item 2 under the heading "Item 13. Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
See Item 3 under the heading "Item 13. Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
The information under the heading "The Offer" in the Offer to Purchase
attached as Exhibit (a) to this Schedule TO, as supplemented by the Supplement
attached as Exhibit (c) to this Schedule TO (as supplemented, the "Offer to
Purchase") is incorporated by reference herein.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) See Item 5 under the heading "Item 13. Information Required by
Schedule 13E-3" of this Schedule TO.
(b) See Item 5 under the heading "Item 13. Information Required by
Schedule 13E-3" of this Schedule TO.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information under the heading "The Offer--Purposes and Effects
of the Offer" in the Offer to Purchase is incorporated by reference
herein.
(c) The information under the heading "The Offer--Purposes and Effects
of the Offer" in the Offer to Purchase is incorporated by reference
herein.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information under the heading "The Offer--Source of Funds" in
the Offer to Purchase is incorporated by reference herein.
(b) There are no material conditions to the financing discussed in
paragraph 7(a) above.
(d) None of the funds or other consideration required is, or is expected
to be, borrowed directly or indirectly.
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Item 11 under the heading "Item 13. Information Required by
Schedule 13E-3 of this Schedule TO.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
See Item 14 under the heading "Item 13. Information Required by
Schedule 13E-3" of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS.
The financial statements of Kelley Oil Corporation are not material
based upon Instruction 2 of Schedule TO and are, therefore, not provided. The
financial statements are not material because (i) the consideration offered to
unitholders consists solely of cash, (ii) the offer is not subject to any
financing condition and (iii) the offer is for all outstanding units.
ITEM 11. ADDITIONAL INFORMATION.
We are not aware of any regulatory requirements which must be complied
with or approvals that must be obtained in connection with this transaction. We
are not aware of any present or proposed material agreement, arrangement,
understanding or relationship between Kelley Oil Corporation or any of its
executive officers, directors, controlling persons or subsidiaries and the
subject company or any of its executive officers, directors, controlling persons
or subsidiaries. Furthermore, as of the date of this filing, we are not aware of
any material pending legal proceedings relating to the tender offer.
ITEM 12. EXHIBITS.
(a) See Item 16 under the heading "Item 13. Information Required by
Schedule 13E-3" of this Schedule TO.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Listed below is information required by Schedule 13E-3 that is not
included or covered by the items in Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under the heading "Summary Terms of the
Offer" in the Offer to Purchase is incorporated by reference herein.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The principal executive offices of Kelley Partners 1992 Development
Drilling Program, a Texas limited partnership (the "Partnership")
are located at 601 Jefferson Street, Suite 1100, Houston, Texas
77002, and the telephone number is (713) 652-5200.
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(b) The title of the subject class of equity securities is units of
limited partner and general partner interests of the Partnership.
As of the date of filing, there were approximately 16,033,009 units
of the Partnership outstanding.
(c) There is no established trading market for the units. The
information in the second paragraph under the caption "Is the
purchase price a fair price for my units?" under the heading
"Answers to Your Questions Regarding the Offer" in the Offer to
Purchase is incorporated by reference herein.
(d) The Partnership has not made any distributions during the past two
years. The information under the caption "If I don't tender, will I
receive future distributions" under the heading "Answers to Your
Questions Regarding the Offer" in the Offer to Purchase is
incorporated by reference herein.
(e) The Partnership has not made an underwritten public offering of the
units for cash during the past three years.
(f) The Partnership has not purchased any units during the past two
years.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a) The Partnership, the subject company, has the business address of
601 Jefferson Street, Suite 1100, Houston, Texas 77007, and the
telephone number is (713) 652-5200.
Kelley Oil Corporation is the managing general partner of the
Partnership. Kelley Oil owns 84% of the units of the Partnership The
business address of Kelley Oil is 601 Jefferson Street, Suite 1100,
Houston, Texas 77002, and the telephone number is (713) 652-5200.
(b) Kelley Oil is a Delaware corporation. Kelley Oil is a wholly-owned
subsidiary of Contour Energy Co. None of Kelley Oil, Contour, or any
of their affiliates has been convicted in a criminal proceeding
during the past five years, nor have any of them been a party to any
judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining any of
them from future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any violation
of federal or state securities laws.
(c) Not applicable.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under the heading "The Offer" in the
Offer to Purchase is incorporated by reference herein.
(b) None of the subject unitholders are being treated differently than
other subject unitholders of the Partnership.
(c) No appraisal rights are available under state law for unitholders
who object to the transactions.
(d) The Partnership has not provided the unaffiliated security holders
access to its corporate files or provided for them to obtain
counsel or appraisal services at the expense of the Partnership.
The information under "Determination of Fairness" in the Offer to
Purchase is incorporated by reference herein.
(e) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) - (c) and (e) Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Not applicable.
(c) The information set forth under the heading "The Offer--Purposes and
Effects of the Offer" in the Offer to Purchase is incorporated by
reference herein.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under the captions "If this is a fair
price for the units..." and "Have you considered selling the
partnership assets to a third party..." under the heading "Answers
to Your Questions Regarding the Offer" and the information under the
heading "The Offer--Purposes and Effects of the Offer" in the Offer
to Purchase is incorporated by reference herein.
(b) In the opinion of the managing general partner of the Partnership,
no alternative means of accomplishing the stated purposes was
available. See the information under the caption "Have you
considered selling the partnership assets to a third party..." under
the heading "Answers to Your Questions Regarding the Offer" and the
information under the heading "The Offer--Purposes and Effects of
the Offer" in the Offer to Purchase, which is incorporated by
reference herein.
(c) The information under the captions "Have you considered selling the
partnership assets to a third party...", "If this is a fair price
for the
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units..." and "Why is the appraised fair market value lower than the
PV-10 of the partnership's reserves?" under the heading "Answers to
Your Questions Regarding the Offer" in the Offer to Purchase is
incorporated by reference herein.
(d) The information under the caption "How will tendering my units
affect my federal income taxes?" under the heading "Answers to Your
Questions Regarding the Offer" and the information under the
headings "The Offer--Purposes and Effects of the Offer" and
"--Certain U.S. Income Tax Considerations" in the Offer to Purchase
is incorporated by reference herein.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The managing general partner of the Partnership and the Partnership
reasonably believe this Rule 13e-3 transaction is fair to
unaffiliated unitholders.
(b) The information under the heading "The Offer--Determination of
Fairness" in the Offer to Purchase and the information under the
caption "Is the purchase price a fair price for my units?" and "Why
is the appraised fair market value lower than the PV-10 of the
partnership's reserves?" under the heading "Answers to Your
Questions Regarding the Offer" in the Offer to Purchase is
incorporated by reference herein.
(c) The transactions are not structured so that approval of at least a
majority of unaffiliated unitholders is required.
(d) Kelley Oil Company, the managing general partner of the
Partnership, has not retained an unaffiliated representative to act
solely on behalf of unaffiliated unitholders.
(e) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
The Partnership has received an appraisal from H.J. Gruy and
Associates, Inc., independent petroleum engineers, on the value of its oil and
gas reserves, which is attached as an annex to the Offer to Purchase.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information under the heading "The Offer--Source of Funds" in
the Offer to Purchase is incorporated by reference herein.
(b) There are no material conditions to the financing discussed in
paragraph 10(a) above.
(c) A reasonably itemized statement of all expenses incurred or
estimated to be incurred in connection with the transaction is as
follows:
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SEC filing fees: $ 65
Legal fees: 15,000
Accounting fees: 2,500
Appraisal fees: 8,500
Solicitation expense: n/a
Printing and mailing costs: 7,000
Other expenses: 935
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Total $34,000
(d) None of the consideration paid by Kelley Oil Company is, or is
expected to be, borrowed, directly or indirectly, for the purpose of
the transaction.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Kelley Oil Corporation owns 13,422,310 units, or approximately 84%
of the outstanding units, of the Partnership.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(a) No executive officer, director or affiliate of Kelley Oil
Corporation other than Kelley Oil Corporation owns any units.
(b) The information under the heading "Summary Terms of the Offer" in
the Offer to Purchase is incorporated by reference herein.
ITEM 13. FINANCIAL STATEMENTS.
(a) (1) The information set forth under the heading "Item 8. Financial
Statements and Supplementary Data" in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1999 is
incorporated by reference herein.
(2) The information set forth under the heading "Part I. Financial
Information" in the Partnership's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2000 is
incorporated by reference herein.
(3) The information set forth under the heading "Additional
Financial Data" in the Offer to Purchase is incorporated by
reference herein.
(4) The information set forth under the heading "Additional
Financial Data" in the Offer to Purchase is incorporated by
reference herein.
(b) not applicable
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ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No persons are directly or indirectly employed, retained, or to be
compensated to make solicitations or recommendations in connection
with the transaction.
(b) No officer, class of employees or corporate assets of the
Partnership has been or will be employed or used by the filing
person in connection with the transaction.
ITEM 15. ADDITIONAL INFORMATION
The Offer to Purchase (including documents incorporated by reference
therein and annexed thereto) and the Letter of Transmittal are incorporated
herein by reference.
ITEM 16. EXHIBITS.
(a) Offer to Purchase
(b) Letter of Transmittal
(c) Supplement to Offer to Purchase
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SIGNATURE
After due 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.
Kelley Oil Corporation
By /s/ RICK G. LESTER
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Rick G. Lester,
Vice President
December 11, 2000
Kelley Partners 1992 Development
Drilling Program
By Kelley Oil Corporation,
its Managing General Partner,
By /s/ RICK G. LESTER
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Rick G. Lester,
Vice President
December 11, 2000
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EXHIBIT INDEX
Exhibit No. Description
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(a) Offer to Purchase (previously filed)
(b) Letter of Transmittal (previously filed)
(c) Supplement to Offer to Purchase
