<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13E-4
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
NORTH COAST ENERGY, INC.
(Name of the Issuer)
North Coast Energy, Inc.
(Name of Person Filing Statement)
Series A 6% Convertible Preferred Stock
Series B Cumulative Convertible Preferred Stock
(Title of Classes of Securities)
658649207 (Series A Preferred)
658649405 (Series B Preferred)
(CUSIP Number of Classes of Securities)
Garry Regan
1993 Case Parkway
Twinsburg, Ohio 44087-2343
(216) 425-2330
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
Copy to:
Michael D. Phillips, Esq.
Calfee, Halter & Griswold
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
(216) 622-8200
December 20, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE> 2
This Statement amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4 (the "Schedule 13E-4") filed with the Securities and Exchange
Commission (the "Commission") on December 20, 1996 by North Coast Energy, Inc.,
a Delaware corporation ("North Coast"), and as amended by Amendment No. 1 filed
with the Commission on January 14, 1997, and relates to a conversion offer to
issue additional shares of North Coast's Common Stock, $.01 par value per share
("Common Stock"), to convert the outstanding shares of North Coast's Series A 6%
Convertible Preferred Stock ("Series A Preferred") and North Coast's Series B
Cumulative Convertible Preferred Stock ("Series B Preferred"). The offer (the
"Conversion Offer") is as follows:
Series A Preferred -- A total of 5.0 shares of Common Stock will be
issued to the holder of each share of Series A Preferred converted in connection
with the Conversion Offer: each Series A Preferred share is convertible into 2.3
shares of Common Stock in accordance with its stated terms, and an additional
2.7 shares of Common Stock will be issued as to each Series A Preferred shares
converted.
Series B Preferred -- A total of 8.0 shares of Common Stock will be
issued to the holder of each share of Series B Preferred converted in connection
with the Conversion Offer: each Series B Preferred share is convertible into
5.75 shares of Common Stock in accordance with its stated terms, and an
additional 2.25 shares of Common Stock will be issued as to each Series B
Preferred share converted.
The Conversion Offer is made upon the terms and subject to the conditions set
forth in the Offering Circular dated December 20, 1996 (the "Offering
Circular"), the Conversion Notice and Letter of Transmittal dated December 20,
1996, (the "Letter of Transmittal") and Notice of Extension, which were annexed
to and filed with the Schedule 13E-4 as Exhibits (a)(1), (a)(2) and (a)(8).
Item 8. Additional Information.
- --------------------------------
(e) On January 31, 1997, North Coast announced that it
is extending the Conversion Offer until 5:00 p.m. Cleveland, Ohio time on
February 28, 1997. On January 31, 1997, North Coast issued a press release
announcing the extension. A copy of the press release is attached as Exhibit
(a)(9) hereto and is hereby incorporated herein by reference.
Item 9. Material to Be Filed as Exhibits.
- ------------------------------------------
Description
-----------
+(a)(1) - Offering Circular dated December 20, 1996.
+(a)(2) - Form of Conversion Notice and Letter of
Transmittal dated December 20, 1996.
+(a)(3) - Form of Notice of Guaranteed Delivery.
+(a)(4) - Form of Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9.
+(a)(5) - Form of Letters from the Chairman of the
Board of the Issuer to holders of Series A
Preferred and Series B Preferred, dated
December 20, 1996.
+(a)(6) - Form of Press Release issued by the Company
on December 20, 1996.*
+(a)(7) - Press Release issued by the Company on
January 2, 1997.*
(a)(8) - Notice of Extension, dated January 31, 1997.
(a)(9) - Press Release issued by the Company in
January 31, 1997.*
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
- ------------------------
* Not mailed to holders.
+ Previously filed.
<PAGE> 3
SIGNATURE
After due 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.
Date: January 31, 1997 North Coast Energy, Inc.
By /s/ Charles M. Lombardy
-----------------------------------
Charles M. Lombardy
Chief Executive Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
+(a)(1) - Offering Circular dated December 20, 1996.
+(a)(2) - Form of Conversion Notice and Letter of Transmittal
dated December 20, 1996.
+(a)(3) - Form of Notice of Guaranteed Delivery.
+(a)(4) - Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
+(a)(5) - Form of Letters from the Chairman of the Board of
the Issuer to holders of Series A Preferred and
Series B Preferred, dated December 20, 1996.
+(a)(6) - Form of Press Release issued by the Company on
December 20, 1996.*
+(a)(7) - Press Release issued by the Company on January 2,
1997.*
(a)(8) - Notice of Extension, dated January 31, 1997.
(a)(9) - Press Release issued by the Company on January 31,
1997.*
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
- ---------------
* Not mailed to holders.
+Previously filed.
<PAGE> 1
Exhibit (a)(8)
NOTICE OF EXTENSION
OF
NORTH COAST ENERGY, INC.
CONVERSION OFFER
----------------
5.0 SHARES OF COMMON STOCK
UPON CONVERSION OF
EACH SHARE OF SERIES A 6% CONVERTIBLE PREFERRED STOCK
-----------------------------------------------------
8.0 SHARES OF COMMON STOCK
UPON CONVERSION OF
EACH SHARE OF SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
-------------------------------------------------------------
North Coast Energy, Inc. has determined to extend the expiration date of its
Conversion Offer to the holders of outstanding shares of its Series A 6%
Convertible Preferred Stock ("Series A Preferred") and its Series B Cumulative
Convertible Preferred Stock (the "Series B Preferred").
The terms and conditions of the Conversion Offer are set forth in the Offering
Circular dated December 20, 1996, and are incorporated herein by this reference.
The Expiration Date of the Conversion Offer has been extended from 5:00 p.m.,
Cleveland, Ohio time, on January 31, 1997 to 5:00 p.m., Cleveland, Ohio time on
February 28, 1997.
AS EXTENDED,
THE CONVERSION OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
CLEVELAND, OHIO TIME ON FEBRUARY 28, 1997 UNLESS FURTHER EXTENDED
BY THE COMPANY (THE "EXPIRATION DATE").
As of January 30, 1997, (1) there were 300,090 Series A Preferred issued and
outstanding and 142,990 Series A Preferred have been delivered for conversion
pursuant to the Conversion Offer and (2) there were 464,665 Series B Preferred
issued and outstanding and 137,934 Series B Preferred have been delivered for
conversion pursuant to the Conversion Offer.
All references to the Expiration Date in the Offering Circular and the Letter of
Transmittal mean 5:00 p.m. Cleveland, Ohio time on February 28, 1997, unless
further extended by the Company.
DATED JANUARY 31, 1997
- -------------------------------------------------------------------------------
IF YOU WISH TO PARTICIPATE IN THE CONVERSION OFFER, PLEASE COMPLETE THIS PORTION
OF THE LETTER AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU HAVE YOUR SERIES A
PREFERRED, SERIES B PREFERRED, SERIES A UNIT OR SERIES B UNIT CERTIFICATE,
INCLUDE IT AS WELL (UNSIGNED).
SHAREHOLDER'S NAME
-------------------------------------------------------------
(PRINT) (SOCIAL SECURITY # OR TAX IDENTIFICATION #)
/ / IF YOUR CERTIFICATE(S) HAS BEEN LOST, DESTROYED OR STOLEN BUT YOU WISH
TO CONVERT YOUR SERIES A PREFERRED OR SERIES B PREFERRED, PLEASE CHECK
THIS BOX.
--------------------------------------------
SIGNED (SHAREHOLDER OR AUTHORIZED AGENT)
--------------------------------------------
ADDRESS
--------------------------------------------
--------------------------------------------
--------------------------------------------
TELEPHONE NO.
NOTE: IF YOU HAVE ALREADY DELIVERED YOUR SHARES AND DO NOT WISH TO WITHDRAW
FROM THE CONVERSION OFFER, YOU NEED NOT RESPOND TO THIS NOTICE.
<PAGE> 1
Exhibit (a)(9)
[North Coast Energy Letterhead]
NEWS RELEASE
FOR IMMEDIATE RELEASE
NORTH COAST ENERGY ANNOUNCES EXTENSION OF CONVERSION OFFER
Cleveland, Ohio (January 31, 1997) - NORTH COAST ENERGY, INC. (NASDAQ: NCEB and
NCEBP) today announced that it has extended the expiration date of its
Conversion Offer to the holders of outstanding shares of its Series A 6%
Convertible Preferred Stock and its Series B Cumulative Convertible Preferred
Stock. The terms and conditions of the Conversion Offer are set forth in the
Offering Circular dated December 20, 1996, which was mailed to all holders of
Series A Stock and Series B Stock. The Expiration Date of the Conversion Offer
has been extended from 5:00 p.m., Cleveland, Ohio time, on January 31, 1997 to
5:00 p.m., Cleveland, Ohio time on February 28, 1997.
As of January 30, 1997, (1) there were 300,090 shares of Series A Stock issued
and outstanding and 142,990 have been delivered for conversion pursuant to the
Conversion Offer and (2) there were 464,665 shares of Series B Stock issued and
outstanding and 137,934 have been delivered for conversion pursuant to the
Conversion Offer.
NORTH COAST ENERGY, INC. is an independent natural gas and oil company engaged
in exploration, development and production activities primarily in the
Appalachian Basin region of Ohio and Pennsylvania.
For more information about NORTH COAST ENERGY contact Share Owner Services,
Vicki Matjasic at (216) 425-2330.
