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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. 2)*
NORTH COAST ENERGY, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
658649 10 8
(CUSIP NUMBER)
THOMAS A. HILL, ESQ.
NORTH COAST ENERGY, INC.
1993 CASE PARKWAY
TWINSBURG, OHIO 44087-2343
(330) 425-2330
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 4, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of secs.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See sec.240.13d-7 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 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 658649 10 8 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
NUON INTERNATIONAL PROJECTS bv
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(See Instructions) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 13,048,277
PERSON WITH
8 SHARED VOTING POWER
118,385
9 SOLE DISPOSITIVE POWER
13,048,277
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,166,662
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 2 of 5 Pages
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Nuon International Projects bv, a subsidiary of nv Nuon, a limited
liability company organized under the laws of the Netherlands ("Nuon"), hereby
makes the following statement pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations
promulgated thereunder. This Schedule 13D relates to the common shares, $0.01
par value (the "Common Stock"), of North Coast Energy, Inc., a Delaware
Corporation (the "Company"). Specifically, this Amendment No. 2 to Schedule 13D
is being filed in connection with the conversion on May 4, 2000 of that certain
Non-Negotiable Subordinated Convertible Promissory Note dated March 17, 2000, in
the amount of US $24,000,000 by and between the Company as Maker and Nuon as
Holder. On March 27, 2000, Nuon elected to exercise its right under the Note to
exchange $24,000,000 in debt for 9,600,000 shares of the Company's common stock
valued at $2.50 per share. On or about April 12, 2000 a Definitive Information
Statement pursuant to Regulation 14C was mailed to all shareholders entitled to
notice detailing the contemplated issuance of stock by a written consent action
of the holders of a majority of North Coast's outstanding shares of common stock
and Series A preferred stock. The written consent was executed by Nuon
International Projects bv and Garry Regan on May 3, 2000 and the conversion
occurred the following day.
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of North Coast. The
address of the principal executive offices of North Coast is 1993 Case Parkway,
Twinsburg, Ohio 44087-2343.
Item 2. IDENTITY AND BACKGROUND.
(a -c) This Schedule 13D is being filed by Nuon International Projects
bv ("Nuon"). Nuon is a division of the Netherlands based nv Nuon, the largest
utility in the Netherlands, providing a variety of services, including
distribution of gas, electricity, water and telecommunications to over 2.5
million customers. The address of Nuon's principal office and principal business
is Utrechtseweg 68, 6812 AH Arnhem, The Netherlands.
(d) None
(e) None.
(f) Nuon is a limited liability company organized under the laws of the
Netherlands.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The $24 million purchase price for the acquired shares was tendered by
exchanging the Non-Negotiable Subordinated Promissory Note dated March 17, 2000.
Page 3 of 5 Pages
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Item 4. PURPOSE OF TRANSACTION.
The purpose of the Transaction was the exercise by Nuon of its right
under the US $24,000,000 Non-Negotiable Subordinated Convertible Promissory Note
dated March 17, 2000 to convert that Note for 9,600,000 shares of the Company's
common stock valued at $2.50 per share as previously reported in the Definitive
Information Statement filed on April 12, 2000, pursuant to Regulation 14C. Nuon
views North Coast as a strategic partner in the energy business that will
provide a platform for Nuon to bring to the U.S. the products and services it
currently provides overseas. Nuon now owns directly under 86% of the outstanding
common stock of North Coast. Omer Yonel, a former employee of Nuon, was
appointed Chief Operating Officer in May 1999 and became North Coast's Chief
Executive Officer in October 1999. Since Nuon's exercise of the second
installment in September 1998, pursuant to the terms of the Stock Purchase
Agreement of August 1, 1997, a majority of North Coast's Board of Directors
consists of Nuon designees. On March 17, 2000, Nuon financed the $72.5 million
purchase by the Company of the stock of Peake Energy, Inc. from Belden & Blake
Corporation. The $24,000,000 Note was a component of that financing arrangement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 4, 2000, Nuon had beneficial ownership of 13,164,962
shares, including 116,685 shares currently owned by Garry Regan, North Coast's
President, or 86.6% of the outstanding Common Stock. Under a Voting Agreement
dated September 4, 1997 (the "Voting Agreement") by and among Mr. Regan, Charles
Lombardy and Nuon, Messrs. Regan and Lombardy agreed to vote their shares of
North Coast in accordance with the instructions of Nuon. Mr. Lombardy has sold
his shares to Nuon and is no longer subject to the Voting Agreement. Nuon
disclaims beneficial interest in the shares owned by Mr. Regan.
(b) Nuon has sole power to vote and dispose of 13,048,277 shares of
Common Stock owned by Nuon and has the shared power to vote currently the
118,385 shares of Common Stock owned by Mr. Regan pursuant to the Voting
Agreement.
(c) On May 4, 2000, Nuon acquired from North Coast 9,600,000 shares of
North Coast, representing the conversion of the U.S. $24,000,000 Non-Negotiable
Subordinated Convertible Promissory Note.
(d) N/A
(e) N/A
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Nuon has the power to direct the vote of shares held by Mr. Regan under
the Voting Agreement described above. Nuon is not a party to any other contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
any securities of North Coast that would have to be described pursuant to this
Item 6.
Page 4 of 5 Pages
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Stock Purchase Agreement dated as of August 1, 1997 by and
between Nuon and North Coast. Incorporated by reference to
the exhibit filed with the Commission by North Coast
(Commission File No. 0-18691) in its Form 8-K, dated
August 1, 1997.
(Previously Filed)
Exhibit B Voting Agreement dated as of September 4, 1997, by and
among Nuon, Regan and Lombardy.
(Previously Filed)
Exhibit C Non-Negotiable Subordinated Convertible Promissory Note dated
March 17, 2000 in the amount of U.S. $24,000,000 Incorporated
by reference to the exhibit filed with the Commission by the
Company in its Form 8-K dated March 22, 2000.
(Previously Filed)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
NUON INTERNATIONAL PROJECTS bv
Dated: September 1, 2000 By: /s/ Carel W.J. Kok,
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Carel W.J. Kok,
Director of Corporate Strategy and M&A
