<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
AMENDMENT NO. 4
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Hugoton Energy Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (without par value)
- --------------------------------------------------------------------------------
(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)
June 17, 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> 2
SCHEDULE 13D/A
CUSIP NO. 444-613
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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
1,293,441
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,293,441
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,441
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.56%
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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 2 of 14
<PAGE> 3
SCHEDULE 13D/A
CUSIP NO. 444-613
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
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14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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 14
<PAGE> 4
SCHEDULE 13D/A
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 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
- --------------------------------------------------------------------------------
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
891,698
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
891,698
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
891,698
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.52%
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14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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 14
<PAGE> 5
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") 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.
3 to Schedule 13D, filed on April 21, 1997, which amended prior filings on
February 26, 1997, January 28, 1997, and the original filing on September 7,
1995 (the original filing being referred to herein as the "1995 Filing").
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 deleted and replaced with the following:
As described in Item 6 below, FRSEA and Fund V entered into a Stock
Purchase Agreement (the "Purchase Agreement"), dated June 17, 1997, with Belco
Oil & Gas Corp., a Nevada corporation, pursuant to which FRSEA agreed to sell
1,692,896 shares of Common Stock (all of its remaining Common Stock holdings),
and Fund V agreed to sell 1,247,104 shares of Common Stock, for an aggregate of
2,940,000 shares, at a purchase price of $10.50 per share. A copy of the
Purchase Agreement is attached hereto as Exhibit K.
The Reporting Parties intend to consider further offers to dispose of
the remaining shares of Common Stock beneficially owned by them.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended by adding the following paragraphs:
As of the date of this Amendment No. 4, the Reporting Parties and
other persons identified in Item 2 are the beneficial owners of the Company
Common Stock in the numbers and percentages set forth in the table below.
<TABLE>
<CAPTION>
NUMBERS OF SHARES
REPORTING PARTY BENEFICIALLY OWNED
-------------------------------------------------- ------------------
<S> <C>
FRSEA . . . . . . . . . . . . . . . . . . . . . . 0
Fund V . . . . . . . . . . . . . . . . . . . . . 891,698
First Reserve (1) . . . . . . . . . . . . . . . . 1,293,441
Jonathan S. Linker (2)(3) . . . . . . . . . . . . 28,500
William E. Macaulay (2)(3) . . . . . . . . . . . 5,000
</TABLE>
- ---------------
(1) Includes shares beneficially owned by Fund V.
(2) Includes 5,000 shares issuable upon the exercise of options
granted pursuant to the Company's Nonemployee Directors' Stock
Option Plan.
(3) The Reporting Parties disclaim beneficial ownership of these
shares.
The shares listed as beneficially owned by First Reserve are owned of
record and beneficially by Fund V, AmGO and AmGO II. First Reserve is the
managing general partner of each of FRSEA, Fund V, AmGO and AmGO II. Through
their ownership of shares of First Reserve, William E. Macaulay and John A.
Hill may be deemed to share beneficial ownership of the shares of Common Stock
shown as owned by First Reserve. Messrs. Macaulay and Hill disclaim beneficial
ownership of such shares.
Item 5(b) is hereby amended by adding the following paragraphs:
Page 5 of 14
<PAGE> 6
Fund V shares the power to vote or to direct the vote and the
power to dispose or direct the disposition of all Shares held by it with its
managing general partner, First Reserve. The Reporting Parties and other
persons identified in Item 2 have the following powers with respect to the
Company Common Stock they beneficially own:
<TABLE>
<CAPTION>
SOLE SHARED SOLE SHARED
VOTING VOTING DISPOSITIVE DISPOSITIVE
REPORTING PARTY POWER POWER POWER POWER
--------------------------------------- ------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
FRSEA . . . . . . . . . . . . . . . . . 0 0 0 0
Fund V . . . . . . . . . . . . . . . . 0 891,698 0 891,698
First Reserve (1) . . . . . . . . . . . 0 1,293,441 0 1,293,441
Jonathan S. Linker (2)(3) . . . . . . . 28,500 0 28,500 0
William E. Macaulay(2)(3) . . . . . . . 5,000 0 5,000 0
</TABLE>
- --------------
(1) Includes ownership of Fund V.
(2) Includes 5,000 shares issuable upon the exercise of options
granted pursuant to the Company's Nonemployee Directors' Stock
Option Plan.
(3) The Reporting Parties disclaim beneficial ownership of these
shares.
Item 5(c) is hereby amended by adding the following paragraph:
In two separate market transactions, FRSEA sold 10,000 shares
of Common Stock at a price of $11.00 per share in a trade placed on May 30,
1997, and 25,000 shares at a price of $11.00 per share in a trade placed on
June 2, 1997.
As described in Item 6 below, pursuant to a negotiated
transaction which resulted in the execution of the Purchase Agreement (attached
as Exhibit K) on June 17, 1997, FRSEA agreed to sell 1,692,896 shares of Common
Stock (all of its remaining Common Stock holdings), and Fund V agreed to sell
1,247,104 shares of Common Stock, for an aggregate of 2,940,000 shares, at a
purchase price of $10.50 per share.
Item 5(e) is hereby amended by adding the following paragraph:
As of June 17, FRSEA and Fund V each ceased to be the
beneficial owner of more than 5% of the Common Stock of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
Item 6 is hereby amended by adding the following:
On June 17, 1997, FRSEA and Fund V entered into the Purchase
Agreement with Belco Oil & Gas Corp., a Nevada corporation, pursuant to which
FRSEA agreed to sell 1,692,896 shares of Common Stock (all of its remaining
Common Stock holdings), and Fund V agreed to sell 1,247,104 shares of Common
Stock, for an aggregate of 2,940,000 shares, at a purchase price of $10.50 per
share. A copy of the Purchase Agreement is attached hereto as Exhibit K.
ITEM 7. EXHIBITS
Exhibit A Agreement Concerning Filing of Schedule 13D.
Exhibit K Stock Purchase Agreement, dated June 17, 1997, by
and between FRSEA, Fund V, and Bellco Oil & Gas Corp.
Page 6 of 14
<PAGE> 7
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 17th day of June, 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 7 of 14
<PAGE> 8
EXHIBIT K
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of this 17th day of June, 1997 by and between First Reserve Secured
Energy Assets Fund, Limited Partnership, a Delaware limited partnership
("FRSEA"); and First Reserve Fund V, Limited Partnership, a Delaware limited
partnership ("Fund V", and collectively with FRSEA "Sellers"), and Belco Oil &
Gas Corp., a Nevada corporation ("Buyer").
RECITALS
1. Sellers own in excess of 2,940,000 shares of the common stock,
no par value of Hugoton Energy Corporation, a Kansas corporation (the
"Company").
2. Sellers desire to sell to Buyer 2,940,000 shares of common
stock of the Company (the "Shares"), and Buyer desires to acquire the Shares on
the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto covenant and agree as follows:
1. AGREEMENT TO SELL AND AGREEMENT TO PURCHASE.
1.1. Purchase of Shares from Shareholders. On the terms and
subject to the conditions set forth herein, Sellers hereby sell, transfer,
convey, assign and deliver to Buyer, free and clear of all liens, pledges,
encumbrances and claims whatsoever, and Buyer hereby purchases, acquires and
accepts from Sellers all the Shares. Sellers shall deliver to Buyer
certificates representing the Shares, duly endorsed for transfer at the Closing
(as defined in Section 1.3 hereof).
1.2. Further Assurances. From time to time after the Closing,
Sellers and Buyer, and each of their respective affiliates, will execute and
deliver to the other party such instruments of sale, transfer, conveyance,
assignment and delivery, consents, assurances, powers of attorney and other
instruments as may be reasonably requested by counsel for Buyer or Sellers in
order to vest in Buyer all right, title and interest of Sellers in and to the
Shares and otherwise in order to carry out the purpose and intent of this
Agreement.
1.3. Closing. The closing (the "Closing") of the transactions
herein contemplated shall take place at the offices of Sellers, 475 Steamboat
Road, Suite 200, Greenwich, Connecticut and be effective as of 10:30 a.m.,
local time, on June 20, 1997 or such earlier time and date as the Sellers are
prepared to deliver the certificates for the Shares (the "Closing Date"). All
actions taken and all documents delivered at the Closing shall be deemed to
have occurred simultaneously.
Page 8 of 14
<PAGE> 9
2. CONSIDERATION TO BE PAID BY BUYER.
2.1. Purchase Price for Shares. The purchase price for the Shares
shall be paid to Sellers at the Closing in an amount ("Purchase Price") equal
to $30,870,000. The Purchase Price shall be payable by wire transfer to
accounts and in the amounts designated in writing by Sellers prior to the
Closing.
3. REPRESENTATIONS AND WARRANTIES OF SELLERS.
As of the date hereof Sellers severally represent and warrant to Buyer
that:
3.1. Authorization of Agreement. Sellers have all requisite power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement and all other agreements and instruments
to be executed by Sellers in connection herewith have been duly executed and
delivered by Sellers, have been effectively authorized by all necessary action,
corporate or otherwise, and constitute legal, valid and binding obligations of
Sellers, as the case may be.
3.2. Agreement Not in Breach of Other Instruments. The execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not result in
a breach of any of the terms or provisions of, or constitute a default under,
or conflict with, any material agreement, indenture or other instrument to
which Sellers are a party or by which they are bound, either of Sellers'
Limited Partnership Agreements, any judgment, decree, order or award of any
court, governmental body or arbitrator, or any law, rule or regulation
applicable to Sellers.
3.3. Ownership of Shares. The Shares are owned beneficially and of
record by Sellers, and are being transferred to Buyer free and clear of all
liens, mortgages, pledges, security interests, restrictions, agreements with
respect to voting, prior assignments, encumbrances and claims of any kind or
nature whatsoever. No Shares are subject to any restriction with respect to
their transferability (other than restrictions on transfer under applicable
federal and state securities laws).
3.4. Regulatory Approvals. All consents, approvals,
authorizations, permits, and other requirements prescribed by law, rule or
regulation, including any third party consents, which must be obtained or
satisfied by the Sellers and which are necessary for the execution and delivery
by Sellers of this Agreement and the documents to be executed and delivered by
Sellers in connection herewith have been obtained and satisfied.
3.5. No Other Representations. Sellers are not making any
representation or warranty, express or implied, of any nature whatsoever,
except as specifically set forth in this Agreement and the other documents
executed in connection herewith.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
As of the date hereof Buyer represents and warrants to Sellers that:
4.1. Authorization of Agreement. Buyer has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement and all other documents or
instruments herein contemplated to be executed in connection herewith have been
duly executed and delivered by Buyer, have been effectively authorized by all
necessary action, corporate or otherwise, and constitute legal, valid and
binding obligations of Buyer.
Page 9 of 14
<PAGE> 10
4.2. Agreement Not in Breach of Other Instruments. The execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not result in
a breach of any of the terms or provisions of, or constitute a default under,
or conflict with, any material agreement, indenture or other instrument to
which Buyer is a party or by which it is bound, Buyer's Articles of
Incorporation or Bylaws, any judgment, decree, order or award of any court,
governmental body or arbitrator, or any law, rule or regulation applicable to
Buyer.
4.3. Investment Intent. Buyer is acquiring the Shares for its own
account and with the intention as of the date hereof of holding the Shares for
purposes of investment. Buyer acknowledges that the Shares have not been
registered under the Securities Act of 1933, or any state securities laws.
Buyer has no intention as of the date hereof of selling the Shares in a public
distribution in violation of federal securities laws or any applicable state
securities laws.
4.4. Regulatory and Other Approvals. All consents, approvals,
authorizations, permits, and other requirements prescribed by any law, rule or
regulation, including any third party consents, which must be obtained or
satisfied by Buyer and which are necessary for the execution and delivery by
Buyer of this Agreement and the consummation of the transactions contemplated
by this Agreement have been obtained and satisfied.
4.5. No Other Representations. Buyer is not making any
representation or warranty, express or implied, of any nature whatsoever,
except as specifically set forth in this Agreement and the other documents
executed in connection herewith.
5. CERTAIN UNDERSTANDINGS AND AGREEMENTS OF THE PARTIES.
5.1. Transfer of Demand Registration Right. Seller will use
commercially reasonable efforts to promptly obtain the consent of the Company
and any other required party to the assignment to Buyer of Sellers' Independent
Registration Rights under the Registration Rights Agreement with the Company
dated September 7, 1995, on terms which are reasonably satisfactory to Buyer,
provided that Sellers shall not be required to pay any cash or other
consideration to Company in connection with obtaining such consent.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
6.1. Closing Documents Delivered by Sellers. Buyer shall receive
at the Closing the following documents, dated as of the Closing Date:
6.1.1. Stock certificates representing the Shares, duly
endorsed for transfer.
6.1.2. A Certificate of Sellers which reaffirms that the
representations and warranties in Article 3 are true and correct as of
the Closing Date.
6.1.3. Any other documents, certificates, or instruments
contemplated by this Agreement to be delivered by Sellers to Buyer.
6.2. Closing Documents Delivered by Buyer. Sellers shall receive
at the Closing the following documents, dated as of the Closing Date:
6.2.1. The wire transfer of the Purchase Price as specified
in Section 2.1.
Page 10 of 14
<PAGE> 11
6.2.2. A Certificate of Buyer which reaffirms that the
representations and warranties in Article 4 are true and correct as of
the Closing Date.
6.2.3. Any other documents, certificates, or instruments
contemplated by this Agreement to be delivered by Buyer to Sellers.
7. MISCELLANEOUS.
7.1. Assignability and Parties in Interest. This Agreement shall
inure to the benefit of and be binding upon Buyer and Sellers and their
respective permitted successors and assigns. Buyer may assign the right to
purchase the Shares to any corporation or partnership controlled by Buyer
provided that Buyer remains jointly obligated for the fulfillment of the terms
hereof.
7.2. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE.
7.3. Counterparts. This Agreement may be executed simultaneously
in one or more counterparts, which may be in the form of a facsimile of an
original signature, each of which shall be deemed an original, but all of which
shall constitute but one and the same instrument.
7.4. Indemnification for Brokerage. Buyer and Sellers each
represent and warrant that, each will be responsible for the payment of their
own investment banking, broker or finder fees to any individual or entity which
has acted on its behalf in connection with this Agreement or the transactions
contemplated hereby and shall indemnify and hold harmless the other party for
any claims or demands arising from or related to any such relationship.
7.5. Publicity. Sellers and Buyer agree that press releases and
other announcements to be made by any of them with respect to the transactions
contemplated hereby shall be issued only after the other party to this
agreement has had the opportunity to review and consult the party issuing such
release or announcement. Notwithstanding the foregoing, Sellers and Buyer may
respond to inquiries relating to this Agreement and the transactions
contemplated hereby by the press, securities analysts, employees, or customers
without any notice or further consent of the other parties hereto.
7.6. Complete Agreement. This Agreement and the documents
delivered pursuant to this Agreement contain or will contain the entire
agreement between the parties hereto with respect to the transactions
contemplated herein and shall supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, and understandings.
7.7. Interpretation. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.8. Severability. Any provision of this Agreement which is
invalid, illegal, or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality, or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction.
Page 11 of 14
<PAGE> 12
7.9. Expenses of Transactions. Except as otherwise specifically
provided in this Agreement, fees, costs and expenses incurred by Buyer or
Sellers in connection with the transactions contemplated by this Agreement
shall be borne by the party incurring the same.
7.10. Submission to Jurisdiction. Each of the parties hereto
irrevocably consents that any legal action or proceeding against it or any of
its property with respect to this Agreement or any other agreement executed in
connection herewith may be brought in any court of the State of New York
(located in New York City), any federal court of the United States of America
located in New York City, or both, and by the execution and delivery of this
Agreement each party hereto hereby accepts with regard to any such action or
proceeding for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.
[INTENTIONALLY LEFT BLANK]
Page 12 of 14
<PAGE> 13
IN WITNESS WHEREOF, the undersigned duly execute this Agreement as of
the date first written above.
SELLERS:
FIRST RESERVE SECURED ENERGY ASSETS FUND,
LIMITED PARTNERSHIP, a Delaware limited partnership
By: First Reserve Corporation
Its: Managing General Partner
By: /s/
---------------------------------------------------
Name:
Title:
FIRST RESERVE FUND V, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: First Reserve Corporation
Its: Managing General Partner
By: /s/
---------------------------------------------------
Name:
Title:
BUYER:
BELCO OIL & GAS CORP.,
a Nevada corporation
By: /s/
------------------------------------------
Name:
Title:
Page 13 of 14
<PAGE> 14
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 4 to the
statement of Schedule 13D is true, complete and correct.
Dated: June 17, 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 C. Foley
----------------------------------------------
Name: Elizabeth Foley
Title: Managing Director
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 4 to the
statement of Schedule 13D is true, complete and correct.
Dated: June 17, 1997.
First Reserve Fund V, Limited Partnership,
a Delaware limited partnership
By: First Reserve Corporation, as
managing general partner
/s/ Elizabeth C. Foley
----------------------------------------------
Name: Elizabeth Foley
Title: Managing Director
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 4 to the
statement of Schedule 13D is true, complete and correct.
Dated: June 17, 1997.
First Reserve Corporation
/s/ Elizabeth C. Foley
----------------------------------------------
Name: Elizabeth Foley
Title: Managing Director
Page 14 of 14
