SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
COHO ENERGY, INC.
-------------------------------------------------------
(Name of issuer)
Common Stock
-------------------------------------------------------
(Title of class of securities)
19248110
--------------
(CUSIP Number)
Peter R. Vogelsang, Esq.
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Tel. No.: (212) 703-4000
-------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
October 3, 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
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
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 (the "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).
(Continued on following pages)
Page 1 of 18 pages
<PAGE>
=======================
CUSIP No.: 19248110
=======================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
The Morgan Stanley Leveraged Equity Fund II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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 State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,350,440
SHARES
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -----
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,350,440
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER -----
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
Page 2 of 18 pages
<PAGE>
=======================
CUSIP No.: 19248110
=======================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Morgan Stanley Leveraged Equity Fund II, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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 State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,350,440
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -----
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,350,440
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -----
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- --------------------------------------------------------------------------------
Page 3 of 18 pages
<PAGE>
=======================
CUSIP No.: 19248110
=======================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Morgan Stanley, Dean Witter, Discover & Co.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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 State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,350,440
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -----
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,350,440
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -----
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
- --------------------------------------------------------------------------------
Page 4 of 18 pages
<PAGE>
=======================
CUSIP No.: 19248110
=======================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Quinn Oil Company Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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 State of Texas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 149,744
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -----
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 149,744
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -----
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,744
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
Page 5 of 18 pages
<PAGE>
=======================
CUSIP No.: 19248110
=======================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Carl S. Quinn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
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 U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 149,744
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -----
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 149,744
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -----
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,744
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
Page 6 of 18 pages
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission on
December 19, 1994, by (i) The Morgan Stanley Leveraged Equity Fund II, L.P., a
Delaware limited partnership ("MSLEF II"), (ii) Morgan Stanley Leveraged Equity
Fund II, Inc., a Delaware corporation and the general partner of MSLEF II
("MSLEF II, Inc."), (iii) Morgan Stanley, Dean Witter, Discover & Co., a
Delaware corporation ("MSDWD & Co."), (iv) Quinn Oil Company Ltd., a Texas
limited partnership ("Quinn Oil"), and (v) Carl S. Quinn, general partner of
Quinn Oil ("Mr. Quinn") (collectively, the "Filing Persons"), and is filed to
reflect information required by Rule 13d-2 under the Securities Exchange Act of
1934, as amended, with respect to the Common Stock, par value $.01 per share
(the "Common Stock"), of Coho Energy, Inc., a Texas corporation (the "Issuer").
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of Coho Energy, Inc. (the "Issuer"). The Issuer is a
Texas corporation and has its principal executive offices located at Suite 860,
14785 Preston Road, Dallas, Texas 75240.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are (i) The Morgan
Stanley Leveraged Equity Fund II, L.P., a Delaware limited partnership ("MSLEF
II"), (ii) Morgan Stanley Leveraged Equity Fund II, Inc., a Delaware corporation
and the general partner of MSLEF II ("MSLEF II, Inc."), (iii) Morgan Stanley,
Dean Witter, Discover & Co., a Delaware corporation ("MSDWD & Co."), (iv) Quinn
Oil Company Ltd., a Texas limited partnership ("Quinn Oil"), and (v) Carl S.
Quinn, general partner of Quinn Oil ("Mr. Quinn"; collectively, the "Filing
Persons").
(b) The address of the principal business and principal office of MSLEF
II and MSLEF II, Inc. is 1221 Avenue of the Americas, New York, New York 10020.
The address of the principal business and principal office of MSDWD & Co. is
1585 Broadway, New York, New York 10036. The address of the principal business
and principal office of Quinn Oil, which is also the business address of Mr.
Quinn, is P.O. Box 2127, East Hampton, N.Y. 11937.
(c) Set forth in Schedule A is the name, citizenship, business or
residence address and present principal occupation or employment, as well as the
name and address of any corporation or other organization in which such
occupation or employment is conducted, of each of the directors and executive
officers of MSLEF II, Inc., as of the date hereof.
Page 7 of 18 pages
<PAGE>
Set forth in Schedule B is the name, citizenship, business or
residence address and present principal occupation or employment, as well as the
name, principal business and address of any corporation or other organization in
which such occupation or employment is conducted, of each of the directors and
executive officers of MSDWD & Co., as of the date hereof.
The present principal occupation or employment of Mr. Quinn
is managing investments. The name of the corporation or other organization in
which Mr. Quinn's occupation or employment is conducted is Quinn Oil. The
principal business of Quinn Oil is managing oil and gas investments. Mr. Quinn
is a U.S. citizen.
The principal business of each of MSDWD & Co. and Morgan
Stanley & Co. Incorporated is as follows: securities underwriting, distribution
and trading; merger, acquisition, restructuring, real estate, project finance
and other corporate finance advisory activities; merchant banking and other
principal investment activities; brokerage and research services; asset
management; the trading of foreign exchange and commodities as well as
derivatives on a broad range of asset categories; and global custody, securities
clearance services and securities lending. The principal business of each of
MSLEF II and MSLEF II, Inc. is making, holding and disposing of merchant banking
investments.
(d) During the last five years, none of the Filing Persons, or, to the
knowledge of MSLEF II, MSLEF II, Inc. and MSDWD & Co., any person named in
Schedule A or B, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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.
Pursuant to an Acquisition Agreement, dated as of November 11,
1994, among MSLEF II, Quinn Oil, Interstate Natural Gas Company, a Delaware
corporation ("ING"), the Issuer and Coho Resources, Inc., a Nevada corporation
(the "Acquisition Agreement"), which provided for the acquisition of all the
outstanding capital stock of ING by the Issuer, (a) MSLEF II acquired 2,522,756
shares of Common Stock, along with 146,593 shares of Preferred Stock, of the
Issuer and an amount of cash, in exchange for 200,025 shares of Series 8%
Preferred Stock, par value $.10 per share, of ING and (b) Quinn Oil acquired
252,244 shares of Common Stock, along with 14,657 shares of Preferred Stock and
an amount of cash, in exchange for 20,000 shares of common stock, par value $.10
per share, of ING.
On August 30, 1995, pursuant to the terms of the Preferred
Stock and the Acquisition Agreement, each share of Preferred Stock beneficially
owned by MSLEF II and
Page 8 of 18 pages
<PAGE>
Quinn Oil was converted into 20 shares of Common Stock. Additionally, MSLEF II
and Quinn Oil received 143,037 and 14,301 shares of Common Stock, respectively,
in satisfaction of accrued dividends payable related to the Preferred Stock, in
lieu of cash. Accordingly, on August 30, 1995, MSLEF II acquired, in total,
3,074,897 additional shares of Common Stock, and Quinn Oil acquired, in total,
307,441 additional shares of Common Stock.
Item 4. Purpose of Transaction.
Each of MSLEF II and Quinn Oil acquired the shares of Common
Stock for investment. Except as set forth above or as otherwise described in the
Registration Rights and Shareholder Agreement dated as of December 8, 1994,
among the Issuer, MSLEF II and Quinn Oil (the "Shareholder Agreement"), none of
the Filing Persons, or, to the knowledge of MSLEF II, MSLEF II, Inc. and Morgan
Stanley Group, any person named in Schedule A or Schedule B, has any plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
MSLEF II and Quinn Oil, depending upon market conditions and
other factors, may, in the future, dispose of all or a portion of the shares of
Common Stock that MSLEF II and Quinn Oil now own.
Pursuant to an Underwriting Agreement dated September 29,
1997, among Coho Energy, Inc., MSLEF II, Quinn Oil, Lambert Holdings Ltd.,
Edmonton International Industries Ltd., and Morgan Stanley & Co. Incorporated,
as representative (the "Underwriting Agreement"), MSLEF II and Quinn Oil have
agreed that, without the prior written consent of Morgan Stanley & Co.
Incorporated, they will not (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock (provided that such shares
or securities are currently owned by such person) or (ii) enter into any swap or
other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of such shares of Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise, for a period of
90 days from the date of the Underwriting Agreement.
Except as set forth in the Registration Rights and Shareholder
Agreement dated as of December 8, 1994, among Coho Energy, Inc., MSLEF II, and
Quinn Oil, or as set forth above, MSLEF II and Quinn Oil have no present plans
or proposals that relate to, or would result in, an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, a sale or transfer
of any of the Issuer's assets, a change in the present Board of Directors or
management of the Issuer, a change in the present capitalization or dividend
policy of the Issuer, any other material change in the Issuer's business or
corporate structure,
Page 9 of 18 pages
<PAGE>
changes in the Issuer's charter or bylaws or with respect to the delisting or
deregistration of any of the Issuer's securities.
Item 5. Interest in Securities of the Issuer.
(a)-(b) MSLEF II beneficially owns 1,350,440 shares of Common
Stock. Based upon information contained in the most recently available filing by
the Issuer with the Securities and Exchange Commission, such shares constitute
approximately 5.3% of the outstanding shares of Common Stock. MSLEF II has the
sole power to vote and to dispose of all such shares. MSLEF II, Inc. and MSDWD &
Co. may also be deemed to beneficially own such shares. To the knowledge of
MSLEF II, MSLEF II, Inc. and MSDWD & Co., no shares of Common Stock are
beneficially owned by any of the persons named in Schedule A or B.
Quinn Oil beneficially owns 149,744 shares of Common Stock.
Based upon information contained in the most recently available filing by the
Issuer with the Securities and Exchange Commission, such shares constitute
approximately 0.6% of the outstanding shares of Common Stock. Quinn Oil has the
sole power to vote and to dispose of all such shares. Mr. Quinn may also be
deemed to beneficially own such shares.
As a result of the Shareholder Agreement, the Filing Persons
may be deemed to comprise a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934.
(c) Pursuant to a Prospectus dated September 29, 1997, on
October 3, 1997, (a) MSLEF II sold 4,247,213 shares of Common Stock and (b)
Quinn Oil sold 424,941 shares of Common Stock at a price per share of $9.95.
(d) To the knowledge of the Filing Persons, no other person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any shares of Common Stock beneficially owned
by the Filing Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the Shareholder Agreement, Mr. Quinn and Howard I.
Hoffen, a principal of Morgan Stanley & Co. Incorporated, a wholly owned
subsidiary of Morgan Stanley, Dean Witter, Discover & Co., have become directors
of the Issuer. Except as described above or described in the Shareholder
Agreement, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named
Page 10 of 18 pages
<PAGE>
in Item 2 and between such persons and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
- ------- -----------
1. Secretary's Certificate
2. Joint Filing Agreement
3. Registration Rights and Shareholder Agreement dated as
of December 8, 1994, among the Issuer, MSLEF II and
Quinn Oil Company Ltd.
4. Statement of Resolution Establishing Series of Shares for
the Series A Preferred Stock of the Issuer
10.5 Amendment dated September 29, 1997, to the
Registration Rights and Shareholder Agreement dated as
of December 8, 1994, among the Issuer, MSLEF II and
Quinn Oil.
Page 11 of 18 pages
<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: November 3, 1997 THE MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
By Morgan Stanley Leveraged Equity
Fund II, Inc., as general partner
By /s/ PETER R. VOGELSANG
-----------------------------------
Name:
Title:
MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC.
By /s/ PETER R. VOGELSANG
-----------------------------------
Name:
Title:
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
By /s/ PETER R. VOGELSANG
-----------------------------------
Name:
Title:
Page 12 of 18 pages
<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: November 3, 1997 QUINN OIL COMPANY LTD.
By /s/ CARL S. QUINN
-------------------------------
Name:
Title:
/s/ CARL S. QUINN
-------------------------------
Carl S. Quinn
Page 13 of 18 pages
<PAGE>
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS
OF MORGAN STANLEY LEVERAGED EQUITY FUND II, INC.
The name, business address and title with Morgan Stanley
Leveraged Equity Fund II, Inc., and present principal occupation or employment,
of each of the directors and executive officers of Morgan Stanley Leveraged
Equity Fund II, Inc. are set forth below. Each person's business address is 1221
Avenue of the Americas, New York, N.Y. 10020. Morgan Stanley & Co.
Incorporated's address is 1585 Broadway, New York, N.Y. 10036. Each person
listed below is a citizen of the United States of America.
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- ----------------
James M. Allwin Managing Director, Morgan Stanley &
(Chairman, President, and Co. Incorporated
Director)
Alan E. Goldberg Managing Director, Morgan Stanley &
(Co-Chairman and Director) Co. Incorporated
Frank V. Sica Managing Director, Morgan Stanley &
(Co-Chairman and Director) Co. Incorporated
Robert H. Niehaus Managing Director, Morgan Stanley &
(Vice Chairman and Director) Co. Incorporated
Lawrence B. Sorrel Managing Director, Morgan Stanley &
(Vice President) Co. Incorporated
Michael C. Hoffman Principal, Morgan Stanley &
(Executive Vice President) Co. Incorporated
James S. Hoch Principal, Morgan Stanley &
(Vice President) Co. Incorporated
Howard I. Hoffen Principal, Morgan Stanley &
(Vice President) Co. Incorporated
Kenneth F. Clifford Principal, Morgan Stanley &
(Vice President and Treasurer) Co. Incorporated
Page 14 of 18 pages
<PAGE>
Debra Abramovitz Principal, Morgan Stanley &
(Vice President) Co. Incorporated
Leigh J. Abramson Associate, Morgan Stanley & Co.
(Vice President) Incorporated
James S. Cole Director of Finance, Merchant Banking
(Vice President) Division, Morgan Stanley &
Co. Incorporated
Peter R. Vogelsang Principal, Morgan Stanley &
(Secretary) Co. Incorporated
Page 15 of 18 pages
<PAGE>
Schedule B
DIRECTORS AND EXECUTIVE OFFICERS
OF MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
The name, business address and title with Morgan Stanley, Dean
Witter, Discover & Co., and present principal occupation or employment and the
name, principal business and address of employer, of each of the directors and
executive officers of Morgan Stanley, Dean Witter, Discover & Co. are set forth
below. If no business address is given, the director's or officer's business
address is 1585 Broadway, New York, N.Y. 10036. The address of Morgan Stanley,
Dean Witter, Discover & Co. and Morgan Stanley & Co. Incorporated is 1585
Broadway, New York, NY 10036. Each person listed below is a citizen of the
United States of America.
<TABLE>
<CAPTION>
Present Principal Occupation
Name, Title and Including Name, Principal
Business Address Business and Address of Employer
---------------- --------------------------------
<S> <C>
Philip J. Purcell Chairman of the Board of Directors, Chief
(Chairman of the Board of Executive Officer and Director, Morgan
Directors, Chief Executive Stanley, Dean Witter, Discover & Co.
Officer and Director)
John J. Mack President, Chief Operating Officer and
(President, Chief Operating Director, Morgan Stanley, Dean Witter,
Officer and Director) Discover & Co.
Robert G. Scott Executive Vice President and Chief
(Executive Vice President Financial Officer, Morgan Stanley,
and Chief Financial Officer) Dean Witter, Discover & Co.
Thomas C. Schneider Executive Vice President and Chief
(Executive Vice President, Chief Strategic and Administrative Officer,
Strategic and Administrative Officer Morgan Stanley, Dean Witter, Discover
and Director) & Co.
Christine A. Edwards Executive Vice President, Chief Legal
(Executive Vice President, Chief Officer and Secretary, Morgan Stanley,
Legal Officer and Secretary) Dean Witter, Discover & Co.
</TABLE>
Page 16 of 18 pages
<PAGE>
<TABLE>
<S> <C>
Richard B. Fisher Chairman of the Executive Committee of
(Chairman of the Executive Committee the Board of Directors, Morgan Stanley,
of the Board of Directors and Director) Dean Witter, Discover & Co.
Robert P. Bauman Non-executive Chairman, British
(Director) Aerospace P.L.C. (aerospace)
1 Brewers Green
Buckingham Gate
London SW1H 0RH
Edward A. Brennan Retired.
(Director)
Daniel B. Burke Retired.
(Director)
C. Robert Kidder Chairman of the Board of Directors, Chief
(Director) Executive Officer and Director,
Borden, Inc. (consumer and specialty
products)
180 East Broad Street
Columbus, OH 43215.
Miles L. Marsh President and Chief Executive Officer,
(Director) Fort James Corporation (consumer
paper products)
Suites 100 and 175
75 Tri-State International Office Center
Lincolnshire, IL 60069.
Michael A. Miles Retired.
(Director)
Allen E. Murray Retired.
(Director)
Paul J. Rizzo Retired.
(Director)
Clarence B. Rogers, Jr. Chairman of the Board of Directors,
(Director) Equifax, Inc. (information-based
administrative services)
1600 Peachtree St. N.W.
Atlanta, Georgia 30309.
</TABLE>
Page 17 of 18 pages
<PAGE>
<TABLE>
<S> <C>
Laura D'Andrea Tyson Professor - Class of 1939
(Director) Chair in Economics and Business
Administration,
University of California at Berkeley,
Haas School of Business
Berkeley, CA 94720-1900.
</TABLE>
Page 18 of 18 pages
Coho Energy, Inc.
14785 Preston Road, Suite 860
Dallas, Texas 75240
September 29, 1997
The Morgan Stanley Leveraged
Equity Fund II, L.P.
Quinn Oil Company Ltd.
c/o Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
Attention: Howard I. Hoffen
Dear Sirs:
1. Reference is made to the Registration Rights and
Shareholder Agreement (the "Agreement") dated as of December 8, 1994, among Coho
Energy, Inc., a Texas corporation, The Morgan Stanley Leveraged Equity Fund II,
L.P., a Delaware limited partnership, and Quinn Oil Company Ltd., a Texas
limited partnership. Defined terms used herein that are not defined herein shall
have the meanings assigned to them in the Agreement.
2. Section 5.1 of the Agreement is hereby amended in its
entirety to read as follows:
"5.1 Board of Directors. The Company agrees to nominate two
persons, one designated by MSLEF II (the "First Designee"), and one
designated by Quinn (the "Second Designee"), for election to the Board
of Directors of the Company at each annual meeting of the Company's
shareholders after 1997. In the event the shares of Common Stock owned
by MSLEF II and Quinn that were acquired by them pursuant to the
Acquisition or upon the exchange of (or in satisfaction of accrued
dividends with respect to) the Series A Preferred (including for this
purpose shares that have been distributed by MSLEF II or Quinn to their
respective partners and are owned by such partners) shall constitute
less than 5% of the outstanding shares of Common Stock, the Company's
obligations with respect to this Section 5.1 shall cease. To the extent
the Company's proxy statement for any annual meeting includes a
recommendation regarding the election of any other nominees to the
Company's Board of Directors, the Company agrees to include a
recommendation that the shareholders also vote in favor of the
foregoing nominees."
<PAGE>
2
3. This Agreement shall become effective upon the closing of
the sale of the shares of Common Stock covered by the Company's Registration
Statement on Form S-3 (Registration Number 333-33979).
4. This Agreement shall be governed by the laws of the State
of Texas.
COHO ENERGY, INC.
By:
-------------------------------
Name: Jeffrey Clarke
Title: President
Accepted and agreed as of the date first above written:
QUINN OIL COMPANY LTD.
By:
-------------------------------
Name: Carl S. Quinn,
Title: General Partner
THE MORGAN STANLEY LEVERAGED
EQUITY FUND II, L.P.
BY: MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC., its
GENERAL PARTNER
By:
-------------------------------
Name:
Title:
