<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
AMENDMENT NO. 1
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)
January 14, 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 11
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SCHEDULE 13D
CUSIP NO. 444-613
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,956
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14 TYPE OF REPORTING PERSON*
PN
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PAGE 2 OF 11 PAGES
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 444-613
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,138,802
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,138,802
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,138,802
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
Page 3 of 11
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 089324 20 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation
I.R.S. No.: 06-1210123
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,768,441
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,768,411
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,768,441
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
Page 4 of 11
<PAGE> 5
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 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 Schedule 13D
relating to the Company filed with respect to transactions occurring on
September 7, 1995 (the "1995 Filing"). Comdisco, Inc. joined in the 1995 Filing
solely as a matter of administrative convenience, but is not a party to this
Amendment No. 1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the 1995 Filing.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following paragraph:
The purpose of the sale of shares of Company Common Stock which give
rise to this Amendment No. 1 is to provide liquidity for the dissolution of one
of the entities for which First Reserve is the managing general partner, and to
provide additional investment capital for the remaining entities for which
First Reserve is the managing general partner.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Item 5(a) is hereby amended by adding the following paragraphs:
(a) As of the date of this Amendment No. 1, the Reporting Parties are
the beneficial owners of Company Common Stock in the numbers and percentages
set forth in the table below. The executive officers and directors of First
Reserve may be deemed beneficial owners of the shares held by First Reserve.
However, (i) such executive officers and directors disclaim such beneficial
ownership, and (ii) except as disclosed in such table, such executive officers
and directors are beneficial owners of no other shares. None of Hill, Hill V or
any of their respective executive officers, directors or controlling persons is
beneficial owner of any Company Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF CLASS OF
REPORTING PARTY (1) BENEFICIALLY OWNED SECURITY OWNED
------------------ ------------------ --------------
<S> <C> <C>
FRSEA 1,833,956 9.3%
Fund V 2,138,802 10.9%
First Reserve Corporation (2) 4,768,441 24.2%
Jonathan S. Linker (3) 23,500 0.0%
</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) First Reserve Corporation is the managing general partner of FRSEA, Fund V,
and other entities, which collectively owns 24.2% of the outstanding shares of
Company Common Stock as of the filing of this Amendment No. 1.
(3) Mr. Linker is a managing director of First Reserve Corporation, and a
director of the Company.
Item 5(b) is hereby amended by adding the following paragraphs:
(b) FRSEA and Fund V both share the power to vote or to direct the
vote and the power to dispose or direct the disposition of all Shares held by
them with their managing general partner First Reserve. The Reporting Parties
have the following powers with respect to the Company Common Stock they
beneficially own. Item 5(b) is inapplicable to Hill and Hill V and their
executive officers, directors and controlling persons.
Page 5 of 11
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<TABLE>
<CAPTION>
SOLE VOTING SHARED VOTING SOLE DISPOSITIVE SHARED DISPOSITIVE
REPORTING PARTY POWER POWER POWER POWER
--------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
FRSEA 0 1,833,956 0 1,833,956
Fund V 0 2,138,802 0 2,138,802
First Reserve Corporation 0 4,768,411 (1) 0 4,768,411
Jonathan S. Linker(2) 23,500 0 23,500 0
</TABLE>
(1) Includes ownership of FRSEA and Fund V.
(2) Mr. Linker is a managing director of First Reserve Corporation and a
director of the Company.
Item 5(c) is hereby amended by adding the following paragraphs:
(c) As of the date of this Amendment No. 1, entities for which First
Reserve is the managing general partner had within the last 60 (or more) days
divested themselves of beneficial ownership of an aggregate of 458,495 shares of
Company Common Stock in a series of brokered transactions executed on the Nasdaq
National Market, as follows: sale of 51,495 shares settled on 7/3/96 at a price
of $9.125 per share; sale of 6,000 shares settled on 11/22/96 at a price of
$9.125 per share; sale of 9,000 shares settled on 11/27/96 at a price of $9.125
per share; sale of 5,000 shares settled on 12/3/96 at a price of $9.125 per
share; sale of 50,000 shares settled on 12/5/96 at a price of $9.125 per share;
sale of 15,000 shares settled on 12/6/96 at a price of $9.125 per share; and a
sale of 322,000 shares settled on 1/14/97 at a price of $10.00 per share.
Except as disclosed above, within the knowledge of the Reporting
Parties, Hill and Hill V, no transactions in Shares were effected during the
past 60 days by such persons, or, with respect to First Reserve, Hill and Hill
V, the executive officers, directors and controlling persons (if any) of such
persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
Item 6(b) is hereby amended by adding the following sentence to the
end of the first paragraph of such section:
The Company has filed such registration statement on Form S-3 (File
No. 33-97366) (incorporated by reference as Exhibit H).
ITEM 7. EXHIBITS
Exhibit A Agreement Concerning Filing of Schedule 13D.
Exhibit H Registration Statement for the Company (File No. 33-97366).
Page 6 of 11
<PAGE> 7
Schedule I(1) is hereby amended and replaced in its entirety by the
following:
SCHEDULE I
1. The name, business address, and present principal occupation or
employment of each of the executive officers and directors of First Reserve
Corporation are set forth below. Unless otherwise indicated, (i) the business
address of each is 475 Steamboat Road, Greenwich, Connecticut 06830; (ii) each
such person is a citizen of the United States; (iii) such person does not have
any other principal occupation; (iv) in the last five years, none have been
convicted in a criminal proceeding (excluding traffic violations, or similar
misdemeanors); and (v) in the last five years, none have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in (y) such person becoming subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or (z) a finding of any violation
with respect to such laws.
Name and Position with
First Reserve Corporation
William E. Macaulay
President and Chief Executive
Officer, Managing Director and Director
John A. Hill
Chairman, Managing Director and Director
David H. Kennedy
Managing Director and Director
Elizabeth Foley
Managing Director, Treasurer
and Secretary
Jonathan S. Linker
Managing Director
Bruce M. Rothstein
Managing Director
Cathleen M. Ellsworth
Vice President
Charlotte K. Tarr
Vice President
Page 7 of 11
<PAGE> 8
EXHIBIT A
Agreement Concerning Filing of Schedule 13D
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 January, 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
---------------------------------------
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
---------------------------------------
Name: Elizabeth Foley
Title: Managing Director
First Reserve Corporation, a Delaware
corporation
/s/ Elizabeth Foley
---------------------------------------
Name: Elizabeth Foley
Title: Managing Director
Page 8 of 11
<PAGE> 9
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to the statement
of Schedule 13D is true, complete and correct.
Dated: January 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
---------------------------------------
Name: Elizabeth Foley
Title: Managing Director
Page 9 of 11
<PAGE> 10
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to the statement
of Schedule 13D is true, complete and correct.
Dated: January 28, 1997
First Reserve Fund V, Limited Partners
hip, a Delaware limited partnership
By: First Reserve Corporation, as
managing general partner
/s/ Elizabeth Foley
---------------------------------------
Name: Elizabeth Foley
Title: Managing Director
Page 10 of 11
<PAGE> 11
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to the statement
of Schedule 13D is true, complete and correct.
Dated: January 28, 1997
First Reserve Corporation
/s/ Elizabeth Foley
---------------------------------------
Name: Elizabeth Foley
Title: Managing Director
Page 11 of 11
