SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
CABOT OIL & GAS CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
127097 10 3
(CUSIP Number of Class of Securities)
Donald E. Gaines Andrew Bor, Esq.
Puget Sound Energy, Inc. with a copy to: Perkins Coie LLP
411 - 108th Avenue N.E. 1201 Third Avenue, 48th Floor
Bellevue, Washington 98004-5515 Seattle, Washington 98101
(425) 454-6363 (206) 583-8577
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 6, 1999
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box __.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP No. 127097 10 3 Page 2 of 6 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Puget Sound Energy, Inc. 910374630
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
2 (b)
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Washington
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SOLE VOTING POWER
7
NUMBER OF 1,972,174
---- ---------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 1,972,174
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WITH SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,972,174
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ____
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.4%
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TYPE OF REPORTING PERSON*
14
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the Class A Common Stock, $.10 par value
per share (the "Class A Common Stock"), of Cabot Oil & Gas Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are 15375 Memorial Drive, Houston, Texas 77079.
Item 2. Identity and Background.
Puget Sound Energy, Inc., a Washington corporation ("PSE"), hereby
files this Schedule 13D to amend and supplement the Schedule 13D originally
filed by Washington Energy Company ("WeCo") on May 13, 1994. On May 2, 1994, the
Issuer, WeCo and a wholly owned subsidiary of WeCo consummated a statutory
merger (the "Cabot/WeCo Merger") and, as consideration therefor, WeCo acquired
2,133,000 shares of Class A Common Stock and 1,134,000 shares of the 6%
Convertible Redeemable Preferred Stock of the Issuer (the "Preferred Stock"),
which shares of Preferred Stock are convertible into 1,972,174 shares of Class A
Common Stock (the shares of Class A Common Stock and Preferred Stock acquired
pursuant to the Cabot/WeCo merger will be referred to below as the "Merger
Shares").
On February 10, 1997, WeCo and its wholly owned subsidiary, Washington
Natural Gas Company, merged with and into Puget Sound Power & Light Company,
which later changed its name to PSE (the "WeCo/PSE Merger"). As a result, PSE
became the beneficial owner of the Merger Shares. PSE is an investor-owned
public utility furnishing electric and gas service in a territory covering
approximately 6000 square miles of Washington state. The address of PSE's
principal business and principal office is 411 - 108th Avenue N.E., Bellevue,
Washington, 98004-5515.
During the last five years, neither PSE nor, to the best of its
knowledge, any director or executive officer of PSE, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither PSE nor, to the best of its
knowledge, any director or executive officer of PSE, has at any time been
subject to a judgment, decree or final order enjoining future violations or, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such law.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Class A Common Stock covered by this Schedule 13D are
1,972,174 shares of Class A Common Stock issuable upon conversion of 1,134,000
shares of Preferred Stock held by PSE (the "Covered Shares"). All of such shares
were originally acquired by WeCo upon consummation of the Cabot/WeCo Merger.
Subsequently, PSE became the beneficial owner of the shares upon consummation of
the WeCo/PSE Merger.
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Item 4. Purpose of Transaction
The covered shares were acquired for investment purposes, and PSE has
no intention at the present time of increasing or decreasing its level of
ownership of Class A Common Stock or any other securities of the Issuer.
However, subject to compliance with applicable laws and certain contractual
obligations described below, the Reporting Person may at any time decide to
increase or decrease its equity position in the Issuer by Purchasing additional
shares of Class A Common Stock or other securities of the Issuer or by selling
some or all of the Covered Shares. Such purchases or sales could occur in the
open market or through privately negotiated transactions.
Except as set forth above or as described in Item 6 of this Schedule
13D, PSE does not have any current plans or proposals that relate to or would
result in any of the actions described in paragraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the beneficial owner of 1,972,174 shares of
Class A Common Stock that are issuable upon conversion of 1,134,000 shares of
Preferred Stock held directly by PSE. Such 1,972,174 shares of Class A Common
Stock represent approximately 7.4% of the sum of (i) the total number of shares
of Class A Common Stock outstanding as of April 30, 1999, and (ii) the 1,972,174
shares of Class A Common Stock issuable upon conversion of the 1,134,000 shares
of Preferred Stock held by PSE.
(b) PSE has the sole power to vote and to direct the vote of, and the
sole power to dispose of and to direct the disposition of, all of the shares of
Class A Common Stock covered by this Schedule 13D.
(c) On May 6, 1999, PSE sold 2,133,000 shares of the Issuer's Class A
Common Stock that it held directly. This amendment to the Schedule 13D
originally filed by WeCo on May 13, 1994 is being filed to report this
disposition. The 2,133,000 shares sold by PSE represented approximately 8.6% of
the Issuer's outstanding shares of Class A Common Stock, based on the number of
shares of Class A Common Stock outstanding as of April 30, 1999. The shares were
sold in a privately negotiated transaction for a purchase price of $17-9/16 per
share (before expenses associated with the sale).
(d) Not applicable.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
PSE, by the WeCo/PSE Merger, is a party to certain agreements that were
originally entered into by WeCo, its wholly owned subsidiary and the Issuer in
connection with the Cabot/WeCo Merger, including but not limited to the
Agreement of Merger, a Registration Rights Agreement and a Standstill and Right
of First Refusal Agreement. Under those agreements, Issuer and PSE have certain
contractual rights and obligations that relate to or affect the shares of Class
A Common Stock and Preferred Stock covered by this Schedule 13D. Such rights and
obligations include but are not limited to the following:
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(a) the right of PSE under certain circumstances to require
registration by the Issuer under the Securities Act of 1933, as amended, of some
or all of the shares of Class A Common Stock issuable upon conversion of the
shares of Preferred Stock now held by PSE;
(b) the obligation of PSE generally to refrain from acquiring
or seeking to acquire, without the prior approval of the Issuer's Board of
Directors, any of the assets or businesses of the Issuer or any additional
securities of the Issuer, other than such number of shares of Class A Common
Stock that will result in PSE being the owner of 20% of voting stock of the
Issuer;
(c) the obligation of PSE generally to refrain from
transferring any portion of the Merger Shares to any person if, as a result
thereof, the person would hold more than 5% of the outstanding voting power of
the Issuer;
(d) the obligation of PSE generally to refrain from (i) making
or participating in any proxy solicitation with respect to any securities of the
Issuer; (ii) soliciting or seeking to effect any form of business combination or
other extraordinary transaction involving the Issuer; (iii) depositing any
voting securities of the Issuer in a voting trust; (iv) soliciting any offer by
any person or group to acquire any voting securities of the Issuer held by PSE;
(v) seeking or proposing to influence or control the management of the Issuer
other than by exercise of its voting rights; (vi) acquiring control of any
entity that owns more than 1% of the then outstanding shares of Class A Common
Stock; and (vii) acquiring control of any entity that owns more than 1% of the
then outstanding shares of any other class of voting securities of the Issuer;
and
(e) the obligation of PSE, if it proposes to sell any or all
of the shares of Preferred Stock, generally to offer to sell such shares to the
Issuer prior to consummating the proposed sale.
A copy of each of the Agreement of Merger and the Registration Rights
Agreement and the Standstill and Rights of First Refusal Agreement is included
as an exhibit to the Schedule 13D originally filed by WeCo on May 13, 1994 (SEC
File No. 0005-41563), and the terms and conditions thereof are incorporated
herein by this reference thereto.
Item 7. Material to be Filed as Exhibits
Not Applicable
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SIGNATURE
After reasonable 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.
May 26, 1999 By: Donald E.Gaines
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Date Signature
Donald E. Gaines
Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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