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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
AMENDMENT NO. 2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Hugoton Energy Corporation
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(Name of Issuer)
Common Stock without par value
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(Title of Class of Securities)
444-613
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(CUSIP Number)
Thomas R. Denison, Esq.
GIBSON, DUNN & CRUTCHER LLP
1801 California Street, Suite 4100
Denver, Colorado 80202
(303) 298-5700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 26, 1997
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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 which is the subject of this Statement because of
Rule 13d-1(b)(3) or (4), check the following box: / /
Check the following box if a fee is being paid with the statement: / /
Page 1 of 9
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CUSIP No. 444-613 SCHEDULE 13D/A
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Secured Energy Assets Fund, Limited Partnership
I.R.S. Identification No. 06-1232433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,833,956
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,833,956
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.3%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 9
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CUSIP No. 444-613 SCHEDULE 13D/A
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund V, Limited Partnership.
I.R.S. Identification No.: 06-1295657
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,138,802
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,138,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,138,802
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.9%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 9
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CUSIP No. 444-613 SCHEDULE 13D/A
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
First Reserve Corporation
I.R.S. No.: 06-1210123
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,768,441
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,768,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,768,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.2%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 9
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D (this "Amendment No. 1") relates
to shares of the common stock, no par value ("Common Stock"), of Hugoton Energy
Corporation, a Kansas corporation (the "Company") and amends the Amendment No. 1
to Schedule 13D, filed on January 28, 1997 relating to a sale of securities on
January 14, 1997 ("Amendment No. 1"). Amendment No. 1 amended the filing of the
reporting person relating to transactions occurring on September 7, 1995 (the
1995 Filing"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the 1995 Filing.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
Item 6 is hereby amended by adding the following new subparagraph
6.d.
On February 21, 1997, the Company filed a Registration Statement on
Form S-2 (Registration No. 333-22189) (the "Registration Statement,"
incorporated by reference as Exhibit I) which provides for the registration for
sale of the shares of Common Stock listed below and gives rise to this Amendment
No. 2. The Reporting Persons anticipate entering into a contract for the
underwritten sale of such shares on terms to be described in the Registration
Statement and amendments thereto.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
SUBJECT TO SALE PURSUANT TO THE
REPORTING PARTY 1/ REGISTRATION STATEMENT/2
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<S> <C>
FRSEA 1,233,956
Fund V 619,764
First Reserve Corporation 3/ 2,357,200
</TABLE>
1/ The Reporting Parties are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Parties that a group exists or that First Reserve Corporation
beneficially owns any of the shares of Company Common Stock owned by the
partnerships which it manages.
2/ As described in the Registration Statement, the Reporting Parties, other
than Mr. Linker who is not selling shares pursuant to the Registration
Statement, also may sell additional shares, not in excess of approximately
450,000 shares of Common Stock, pursuant to an overallotment option in favor of
the underwriters listed in the Registration Statement.
3/ First Reserve Corporation is the managing general partner of FRSEA, Fund V,
and other entities, which collectively propose to sell 2,357,200 shares of
Company Common Stock as of the filing of this Amendment No. 2.
ITEM 7. EXHIBITS
Exhibit A Agreement Concerning Filing of Schedule 13D.
Exhibit I Registration Statement for the Company (File No. 333-22189).
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EXHIBIT A
Agreement Concerning Filing of Schedule 13D/A
First Reserve Secured Energy Assets Fund, Limited Partnership, a
Delaware limited partnership ("FRSEA"), First Reserve Fund V, Limited
Partnership, a Delaware limited partnership ("Fund V"), and First Reserve
Corporation, a Delaware corporation ("First Reserve"), pursuant to Rule
13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended,
hereby agree to the joint filing with the other Reporting Parties on behalf of
each of them of a statement on Schedule 13D with respect to a Common Stock,
without par value, of Hugoton Energy Corporation and that this agreement be
included as an exhibit to such joint filing.
FRSEA, Fund V and First Reserve separately acknowledge that they are
each responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning
them contained therein. No party to this Agreement is responsible for the
completeness or accuracy of the information concerning the other parties,
unless such party knows or has reason to believe that such information is
inaccurate.
This agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same instrument.
Dated as of the 28th day of February, 1997.
First Reserve Secured Energy Assets Fund,
Limited Partnership, a Delaware limited partnership
By: First Reserve Corporation, a Delaware
corporation, as managing general partner
/s/ Elizabeth Foley
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Name: Elizabeth Foley
Title: Managing Director
First Reserve Fund V, Limited Partnership,
a Delaware limited partnership
By: First Reserve Corporation, as managing
general partner
/s/ Elizabeth Foley
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Name: Elizabeth Foley
Title: Managing Director
First Reserve Corporation, a Delaware corporation
/s/ Elizabeth Foley
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Name: Elizabeth Foley
Title: Managing Director
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to the statement
of Schedule 13D is true, complete and correct.
Dated: February 28, 1997
First Reserve Secured Energy Assets Fund,
Limited Partnership, a Delaware limited partnership
By: First Reserve Corporation, a Delaware
corporation, as managing general partner
/s/ Elizabeth Foley
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Name: Elizabeth Foley
Title: Managing Director
Page 7 of 9
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to the statement
of Schedule 13D is true, complete and correct.
Dated: February 28, 1997
First Reserve Fund V, Limited Partnership,
a Delaware limited partnership
By: First Reserve Corporation, as managing
general partner
/s/ Elizabeth Foley
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Name: Elizabeth Foley
Title: Managing Director
Page 8 of 9
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment No. 2 to the
statement of Schedule 13D is true, complete and correct.
Dated: February 28, 1997
First Reserve Corporation
/s/ Elizabeth Foley
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Name: Elizabeth Foley
Title: Managing Director
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