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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Maverick Tube Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities
577914104
(CUSIP Number)
Elizabeth Foley c/o First Reserve Corporation, 475 Steamboat Rd., Greenwich, CT
203-625-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 23, 1997
(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 Schedule 13D, and is
filing this schedule 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 . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 577914104 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation 06-1210123
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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 SHARES
BENEFICIALLY OWNED 400,000
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
400,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.34%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION 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>
The purpose of this Amendment No. 3 to Schedule 13D (the "Schedule
13D") is to report the reduction in the number of shares of "Company" "Common
Stock" beneficially owned by First Reserve Corporation.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock, par value $.01
per share ("Common Stock") of Maverick Tube Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 400 Chesterfield Center, Second Floor, Chesterfield, Missouri
63017. The Company's telephone number is (314) 862-1200.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by First Reserve Corporation, a
Delaware corporation ("First Reserve"), and is intended to amend all prior
filings under Rule 13d-1 of First Reserve with respect to the Company.
First Reserve's principal business is to act as the managing
general partner and provide investment management services to a limited
number of investment partnerships, including American Gas & Oil Investors,
Limited Partnership ("AmGO") and AmGO II, Limited Partnership ("AmGO II", and
together with AmGO, the "Funds"). First Reserve's offices are located at 475
Steamboat Road, Greenwich, CT 06830. The information required by Item 2
with respect to the executive officers and directors of First Reserve is
found in Schedule I, attached hereto.
First Reserve has not, during the last five years, been convicted
in a criminal proceeding. Nor has First Reserve, during the last five years,
been a party to a civil proceeding or 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 finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The shares of Common Stock shown as beneficially owned by First
Reserve Corporation, a Delaware corporation ("First Reserve") are directly
owned by the Funds in the numbers and percentages set forth below. First
Reserve is the managing general partner of the Funds. The executive officers
and directors of First Reserve may be deemed beneficial owners of the shares
held by First Reserve. However, such executive officers and directors
disclaim such beneficial ownership. In addition, certain executive officers
and directors of First Reserve may be deemed beneficial ownership of other
shares of Company Common Stock, as more fully described below. Except as so
disclosed, such executive officers and directors of First Reserve disclaim
all beneficial ownership of Company Common Stock.
<PAGE>
Of the 400,000 shares of Company Common Stock beneficially owned by
First Reserve, which represent 5.34% of the class of security based on the
number of shares of outstanding common stock as of May 6, 1997, 250,000 are
directly owned by AmGO and 150,000 are directly owned by AmGO II. In
addition, the following executive officers and directors of First Reserve may
be deemed beneficial owners of Company Common Stock in the following amounts:
William E. Macaulay, 5,750 shares (excludes: (i) 5,000 shares of Company
Common Stock owned by the Anne R. Macaulay Trust 1 (the "A. Macaulay Trust");
(ii) 5,000 shares of Company Common Stock owned by the Elizabeth R. Macaulay
Trust 1 (the "E. Macaulay Trust"); and (iii) 15,000 shares of Company Common
Stock owned by Linda R. Macaulay, the wife of Mr. Macaulay, all of which
shares may be deemed to be beneficially owned by Mr. Macaulay and as to which
Mr. Macaulay disclaims beneficial ownership); John A. Hill, 5,750 shares and
David H. Kennedy, 5,750 shares (in each case excluding the shares owned by
the Funds for which each of Messrs. Macaulay, Hill and Kennedy disclaim
beneficial ownership). The foregoing executive officers and directors of
First Reserve disclaim beneficial ownership of any other shares of Company
Common Stock. First Reserve disclaims beneficial ownership of any of the
shares beneficially owned by such executive officers and directors.
(b) First Reserve has the sole power to vote and to direct the
disposition of the 250,000 shares of Company Common Stock directly owned by
AmGO and the 150,000 shares of Company Common Stock owned by AmGO II. In
addition, to the extent the executive officers and directors of First Reserve
may be deemed to have beneficial ownership of Company Common Stock as
disclosed in Item 5(a), such executive officers and directors would have sole
voting power and sole dispositive power with respect to such shares.
(c) During the last sixty days, the Funds have entered into the
following transactions regarding the Company Common Stock: on July 22, 1997,
AmGO sold 7500 shares of Common Stock and AmGO II sold 7500 shares of Common
Stock, in each case at a price of $43.625 per share. On July 23, 1997, AmGO
sold 42,500 shares of Common Stock and AmGO II sold 42,500 shares of Common
Stock, in each case at an average price of $42.7353 per share. Each of these
sales were effected through brokers' transactions pursuant to Rule 144 of the
Securities Act of 1933, as amended ("Rule 144"). In addition, (i) on July
25, 1997, Linda Macaulay sold 6,400 shares of Common Stock, the E. Macaulay
Trust sold 2,000 shares of Common Stock and the A. Macaulay Trust sold 2,000
shares of Common Stock, in each case at a price of $43.00 per share in
brokers' transactions pursuant to Rule 144 and (ii) on August 4, 1997 Linda
Macaulay sold 3,129 shares of Common Stock, the E. Macaulay Trust sold 597
shares of Common Stock and the A. Macaulay Trust sold 2,513 shares of Common
Stock, in each case at a price of $51.25 per share in brokers' transactions
pursuant to Rule 144. Except as disclosed above, within the knowledge of
First Reserve, no other transaction in shares of Common Stock were effected
by the executive officers, directors and controlling persons (if any) of such
persons, during the last sixty days.
(d) First Reserve is the managing general partner of the Funds. In
this position, it has the power to direct the receipt of dividends from, or
the proceeds of sale of, any securities beneficially owned by the Funds. No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds of sale of, any securities
beneficially owned by the Funds.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
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.
Dated: August 6, 1997 FIRST RESERVE CORPORATION
By:\s\David M. Kennedy
-------------------------
Name: David M. Kennedy
Title: Managing Director
<PAGE>
SCHEDULE I
The name, business address and 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 judicial or administrative body of competent jurisdiction
resulting in (x) 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 (y) a finding of any violation
with respect to such laws.
Name and Position with First Reserve Corporation
John A. Hill
Chairman, Managing Director and Director
William E. Macaulay
President and Chief Executive Officer, Managing Director and Director
David H. Kennedy
Managing Director and Director
Elizabeth C. Foley
Managing Director, Treasurer and Secretary
Jonathan S. Lunker
Managing Director
Bruce M. Rothstein
Managing Director
Cathleen M. Ellsworth
Vice President
Charlotte K. Tarr
Vice President
