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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 1)
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)
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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 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") together, the
"Series A and 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") and the Conversion Notice and Letter of
Transmittal dated December 20, 1996, (the "Letter of Transmittal"), which were
annexed to and filed with the Schedule 13E-4 as Exhibits (a)(1) and (a)(2).
Item 8. Additional Information.
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(e) On January 2, 1997, North Coast announced that on December
30, 1996 it had formed the North Coast Energy 1996-2 Appalachian Private
Drilling Program with total investor contributions of $2,115,000. The program is
a limited partnership with five limited partners and 62 additional general
partners and is expected to drill a series of development natural gas and oil
wells on a portion of North Coast's inventory of proved undeveloped leases in
Ohio and Pennsylvania. On January 2, 1997, North Coast issued a press release
regarding these matters. A copy of the press release is attached as Exhibit
(a)(7) hereto and is hereby incorporated herein by reference.
Item 9. Material to Be Filed as Exhibits.
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Description
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+(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.
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
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* Not mailed to holders.
+ Previously filed.
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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 14, 1997 North Coast Energy, Inc.
By /s/ Charles M. Lombardy
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Charles M. Lombardy
Chief Executive Officer
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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.
(b) - Not applicable.
(c) - Not applicable.
(d) - Not applicable.
(e) - Not applicable.
(f) - Not applicable.
- ---------------
* Not mailed to holders.
+ Previously filed
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Exhibit (a)(7)
[Company Logo}
NORTH COAST ENERGY, INC.
YOUR PARTNER IN ENERGY DEVELOPMENT
NEWS RELEASE
FOR IMMEDIATE RELEASE
NORTH COAST ENERGY ANNOUNCES
FORMATION OF YEAR END DRILLING PROGRAM
CLEVELAND, OHIO, January 2, 1997 - NORTH COAST ENERGY, INC. (NASDAQ:NCEB)
announced the formation of its 1996-2 private drilling program with total
investor contributions of $2,115,000. The program, a limited partnership with
five limited partners and sixty-two additional general partners will drill a
series of development natural gas and oil wells on a portion of North Coast's
inventory of proved undeveloped leases in Ohio and Pennsylvania.
A Company spokesman emphasized that North Coast intends to complete the drilling
by March 31st and to place wells into production as soon as pipelines and meter
sets can be completed.
NORTH COAST ENERGY, INC. is an independent natural gas and oil company engaged
in exploration, development and production 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.
1993 Case Parkway Twinsburg, Ohio 44087-2343
(800) 645-6427 (216) 425-2330 Fax: (216) 405-3298
