SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
MARINE DRILLING COMPANIES, INC.
(formerly Marine Holding Company)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
568240204
(CUSIP Number)
Herbert S. Winokur, Jr.
Capricorn Investors, L.P.
72 Cummings Point Road
Stamford, Connecticut 06902
(203) 358-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 2, 1996
(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
schedule 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 __
/ /
SCHEDULE 13D
CUSIP No. 568240204
_________________________________________________________________
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Capricorn Investors, L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 568240204
_________________________________________________________________
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Capricorn Holdings, G.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 370,110
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
370,110
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,110
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 568240204
_________________________________________________________________
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Winokur Holdings, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(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
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 370,110
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
370,110
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,110
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 568240204
_________________________________________________________________
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Herbert S. Winokur, Jr.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
Not applicable
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 370,110
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
370,110
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,110
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
This Amendment No. 3 amends and supplements the
Schedule 13D dated November 9, 1992 (the "Schedule 13D"),
as amended by Amendment No. 1 thereto, dated December 29,
1992 ("Amendment No. 1"), and Amendment No. 2 thereto,
dated July 14, 1993 ("Amendment No. 2"), filed by
Capricorn Investors, L.P., a Delaware limited
partnership, Capricorn Holdings, G.P., a Delaware general
partnership, Winokur Holdings, Inc., a Delaware
corporation, and Herbert S. Winokur, Jr., and relates to
the common stock, par value $.01 per share, of Marine
Drilling Companies, Inc., a Texas corporation, and is
being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended. As the Schedule 13D,
Amendment No. 1 and Amendment No. 2 were not
electronically filed, this Amendment No. 3 contains
information that has previously been reported in the
Schedule 13D and prior amendments. Items 1, 3, 6 and 7
remain unchanged.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par
value $.01 per share (the "Common Stock"), of Marine
Drilling Companies, Inc., a Texas corporation (the
"Company"), whose principal executive offices are located
at 14141 Southwest Freeway, Suite 2500, Sugar Land, Texas
77478.
ITEM 2. IDENTITY AND BACKGROUND.
The Common Stock to which this statement relates was
held of record by Capricorn Investors, L.P., a Delaware
limited partnership ("Capricorn").
As described under Item 2 hereof, on January 2,
1996, Capricorn effected an in-kind pro rata distribution
of its entire interest in the Company to its partners.
Capricorn is a private investment partnership
concentrating on investments in restructuring situations.
The general partner of Capricorn Holdings, G.P., a
Delaware general partnership, is engaged primarily in
managing Capricorn. Capricorn Holdings, G.P., owns
14.6%. The general partners of Capricorn Holdings, G.P.,
are Winokur Holdings, Inc., a Delaware corporation, and
Stamford Industries Corp., a Delaware corporation, both
of which engage primarily in holding their interest in
Capricorn Holdings, G.P. All of the capital stock of
Stamford Industries Corp. is indirectly owned by
Capricorn. Winokur Holdings, Inc. has an approximately
95% interest in Capricorn Holdings, G.P. and Stamford
Industries Corp. has an approximately 5% interest in
Capricorn Holdings, G.P. Herbert S. Winokur, Jr. is the
sole shareholder of Winokur Holdings, Inc. and is the
sole director and executive officer of Winokur Holdings,
Inc. and of Stamford Industries Corp. Mr. Winokur is a
citizen of the United States of America. His principal
occupation is serving as President of Winokur &
Associates, Inc., an investment and management services
firm.
The address of the principal business and of the
principal office of each of Capricorn, Capricorn
Holdings, G.P., Winokur Holdings, Inc. and Herbert S.
Winokur, Jr. (the "Reporting Entities") is 72 Cummings
Point Road, Stamford, Connecticut 06902.
None of the Reporting Entities nor, to the best of
their knowledge, any of the other persons identified in
this Item 2, has been, during the last five years (a)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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.
Prior to October 29, 1992, Capricorn owned
approximately 2.8% of the Common Stock of the Company and
approximately 10.6% of a privately held class of
preferred stock of the Company (the "Preferred Stock").
The preferred stock and most of the common stock had been
acquired in a private placement by a predecessor
corporation of the Company (then a privately held
corporation) in 1987 and the balance of the common stock
was acquired in 1989 in consideration of cancellation of
an option Capricorn held to purchase an interest in
certain drilling rigs from the Company.
On October 29, 1992, the Company consummated a
reorganization (the "Reorganization") including, among
other things, the issuance of Common Stock in
satisfaction of approximately $54,701,000 (plus accrued
interest) of indebtedness of the Company and its
subsidiaries, the reclassification of all outstanding
shares of Preferred Stock into Common Stock, and a one-
for-twenty-five reverse stock split of the Company's
common stock. The Reorganization was accomplished
pursuant to a Reorganization Agreement, dated as of June
19, 1992, as amended (the "Reorganization Agreement")
among (a) the Company, (b) Mar-Dril, Inc., a subsidiary
of the Company, (c) The Chase Manhattan Bank (National
Association) ("Chase"), Corpus Christi National Bank,
Bank One, Texas, N.A., Energy Management Corporation,
Randall D. Smith, Trustee of the Kathryn Sladek Smith
Trust (the "Smith Trust") (such entities or persons other
than Bank One are referred to herein as the "Lenders"),
(d) Warburg, Pincus Capital Company, L.P. ("Warburg"),
Aeneas Venture Corporation ("Aeneas"), Capricorn (such
three entities herein called the "Marine Investors"), and
(e) William O. Keyes ("Keyes").
Upon consummation of the Reorganization, Capricorn
received 21,037 shares of Common Stock pursuant to the
one-for-twenty-five reverse split of the Company's common
stock and 2,052,046 shares of Common Stock upon
reclassification of the outstanding preferred stock into
Common Stock. In addition, Capricorn received 443,713
additional shares upon cancellation of the Company's
indebtedness to Capricorn in the aggregate amount of
$554,641.14. Therefore, in acquiring the shares of
Common Stock in the Reorganization resulting in the
requirement to file this statement, the Reporting
Entities did not expend any funds.
In addition, as described in Item 6 hereof,
Capricorn had an obligation to purchase between 357,622
and 610,121 shares of Common Stock in a rights offering
by the Company at a purchase price of $1.25 per share.
Capricorn used (i) its corporate funds and (ii) money
borrowed on a short-term basis from Capricorn Holdings,
G.P. to purchase 610,121 shares of Common Stock in the
rights offering, which expired on December 23, 1992.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to read in its entirety as
follows:
The Common Stock of the Company was acquired for
investment purposes. The Reporting Entities may, from
time to time, acquire additional securities of the
Company through open market or privately negotiated
transactions depending on existing market conditions and
other considerations which the Reporting Entities may
deem relevant. The Reporting Entities intend to review
their investment in the Company on a continuing basis
and, depending upon the price and availability of the
Common Stock, subsequent developments affecting the
Company, the Company's business and prospects, other
investment and business opportunities available to the
Reporting Entities, general stock market and economic
conditions, tax considerations and other factors deemed
relevant, may decide to increase or decrease the size of
their investment in the Company. Reference is made to
Item 6 of this statement for a description of certain
agreements to which Capricorn and the Company are
parties.
As described under Item 5 hereof, on January 2,
1996, Capricorn effected an in-kind pro rata distribution
of its entire interest in the Company to its partners.
Thereafter, each partner will have sole voting and
dispositive power with respect to the shares of the
Company it received in such distribution.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read in its entirety as
follows:
Prior to June 29, 1993, Capricorn owned an aggregate
of 3,126,917 shares of Common Stock, which shares
constituted approximately 8.29% of the outstanding shares
of Common Stock of the Company. The power to vote and
dispose of all such shares was exercised on behalf of
Capricorn by Capricorn Holdings, G.P. in its capacity as
the sole general partner of Capricorn. The beneficial
owners of Capricorn Holdings, G.P. described in Item 2
may have been deemed to have shared voting and
dispositive power with Capricorn and Capricorn Holdings,
G.P. with respect to the shares of common stock held of
record of Capricorn. In addition all such persons may
have been deemed to have been beneficial owners of the
shares of new Common Stock that Capricorn was required to
purchase in the rights offering discussed in Item 6
hereof.
On June 29, 1993, Capricorn sold pursuant to a
registration statement (File No. 33-63178) on Form S-1
declared effective by the Securities and Exchange
Commission 486,722 shares of Common Stock of the Company
pursuant to the terms of an Underwriting Agreement dated
June 29, 1993 (the "Underwriting Agreement"). On July 1,
1993, Capricorn sold an additional 102,469 shares of
Common Stock when the underwriters exercised their
overallotment option pursuant to the Underwriting
Agreement. The shares of the Common Stock were sold at a
net price of $5.64 per share. As a result of these
transactions, Capricorn owned an aggregate of 2,537,725
shares of Common Stock of the Company. The power to vote
and dispose of all such shares was exercised on behalf of
Capricorn by Capricorn Holdings, G.P. in its capacity as
the sole general partner of Capricorn. The beneficial
owners of Capricorn Holdings, G.P. described in Item 2
may have been deemed to have shared voting and
dispositive power with Capricorn and Capricorn Holdings,
G.P. with respect to the shares of common Stock held of
record of Capricorn. In addition all such persons may
have been deemed to have been beneficial owners of the
shares of new Common Stock that Capricorn was required to
purchase in the rights offering discussed in Item 6
hereof.
On January 2, 1996, Capricorn effected an in-kind
pro rata distribution of 2,537,725 shares of the Company,
representing Capricorn's entire interest in the Company,
to its partners. As a result of this transaction,
Capricorn no longer owns any shares of Common Stock and
therefore, will cease to be the beneficial owner of more
than five percent of the Common Stock. Each partner of
Capricorn received less than five percent of the Common
Stock in the distribution. Capricorn Holdings, G.P.
received 370,110 shares in the distribution representing
less than one percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
1. Shareholders Agreement. Upon consummation
of the Reorganization of the Company on October 29, 1992,
Capricorn entered into a Shareholders Agreement (the
"Shareholders Agreement"), with the Company, Chase,
Warburg, Aeneas and Keyes, to place certain limitations
upon the transfer of the shares of Common Stock received
by each of them in the Reorganization and the Rights
Offering (as defined below) and to provide for certain
other agreements among such parties, including agreements
with respect to corporate governance matters affecting
the Company. Effective upon the Reorganization, the
Bylaws of the Company provided that the Board of
Directors shall be composed of seven directors and that
the number of directors may not be increased or decreased
unless approved by all of the directors or the holders of
a majority of the outstanding shares of Common Stock.
Pursuant to the Shareholders Agreement, the parties
thereto agreed not to vote for any increase or decrease
in the number of directors except as provided for in the
Shareholders Agreement. In addition, the Shareholders
Agreement provided that, in any election of directors,
each of Warburg, Chase, Aeneas, Capricorn and Keyes shall
have the right to designate one nominee so long as the
Investor Shares then owned by such shareholder equals or
exceeds 5% of the outstanding Common Stock. In addition,
Warburg shall have the right to designate an additional
nominee (for a total of two) so long as the Investor
Shares then owned by it equals or exceeds 15% of the
outstanding Common Stock.
The Shareholders Agreement contemplates that the
nominee or nominees for the remaining director or
directors will be designated by the Board of Directors.
If a party ceases to hold enough shares to retain its
right to designate a director, the Shareholders Agreement
provides that, so long as the parties to the Shareholders
Agreement collectively own more than 25% of the
outstanding shares, they will vote their shares to amend
the Bylaws to reduce the number of directors accordingly
(but not below five), in which event such party who
ceases to hold enough shares must use its reasonable best
efforts to cause its designee to resign and, if such
resignation does not promptly occur, then all the
shareholders that are party to the Shareholders Agreement
will remove such designee in accordance with applicable
law.
The Shareholders Agreement further provides that so
long as Chase and certain of its affiliates own at least
7.5% of the outstanding shares of Common Stock, the
Company will not, without Chase's prior written consent,
engage in certain specified interested party
transactions. The specified interested party
transactions include the issuance by the Company or any
of its subsidiaries to any of the Marine Investors or
certain of their affiliates (collectively, the
"Interested Parties") of (i) any securities of the
Company or any of its subsidiaries other than certain
securities constituting a dividend or distribution made
pro rata to the holders of Common Stock or (ii) any
options or other rights to acquire securities of the
Company or any of its subsidiaries. Notwithstanding the
preceding sentence, the Company may issue such securities
without Chase's consent in an underwritten public
offering for cash or if (a) such issuance is in a private
placement in which investors other than the Interested
Parties purchase securities having a purchase price
representing at least 40% of the aggregate purchase
price, on the same terms as the Interested Parties, or
(b) such issuance is in a private placement in which the
Board of Directors determines that such issuance is
required to permit the Company and its subsidiaries to
continue to operate their business in the ordinary
course, that such issuance is at fair market value and
that there is no reasonable alternative financing
available and in which Chase and the other Interested
Parties are offered the right to participate in
proportion to their respective ownership of Investor
Shares at that time. The specified interested party
transactions also include (i) any disposition of assets
by the Company or any of its subsidiaries to an
Interested Party, (ii) any merger with, or acquisition of
assets from, an Interested Party, or (iii) any
transaction for the benefit of an Interested Party other
than certain transactions in the ordinary course and
transactions which benefit such Interested Party solely
in its capacity as a holder of Common Stock.
The Shareholders' Agreement provides that the
parties other than Chase, so long as Chase and certain of
its affiliates own at least 7.5% of the outstanding
Common Stock, will not, with certain stated exceptions,
vote their shares to amend the Restated Articles of
Incorporation or Bylaws of the Company without Chase's
prior written consent. The Shareholders' Agreement
further provides that, if at any time that seven
directors of the Company are in office, a transaction
which, if consummated, would result in a change of
control of the Company (as defined in the Shareholders'
Agreement) is presented to the Board of Directors, the
parties will not vote to approve such transaction unless
at least five of the directors shall have voted to
approve such transaction.
The Shareholders' Agreement provides that the Marine
Investors and Chase may not transfer their Investor
Shares except pursuant to one or more of the five
following exceptions: (i) any such party may transfer
shares to its controlling parent (as defined in the
Shareholders' Agreement) or any of its controlling
parent's majority-owned controlled subsidiaries (as
defined in the Shareholders' Agreement), but in such case
such transferee must agree to be bound by the
Shareholders' Agreement; (ii) any such party may transfer
shares pursuant to a bona fide public offering; provided,
however, that (a) if such public offering is
underwritten, all of the parties to the Shareholders'
Agreement shall have been given the opportunity to
participate subject to certain exceptions, and (b) if not
underwritten, each Marine Investor may not sell more than
2% within any 90-day period, or 3% within any 180-day
period, of the outstanding shares of Common Stock and
Chase may not sell more than 5% within any 90-day period
of the outstanding shares of Common Stock; (iii) each of
Warburg and Capricorn may distribute shares to its
partners in the ordinary course of business; (iv) Chase
and certain of its affiliates may sell shares in a
transaction not involving an underwritten public offering
so long as, immediately after such sale, to the best
knowledge of Chase, the purchaser of such shares,
together with all other persons which, together such
purchaser, would be deemed to be members of a group, own
less than 5% of the outstanding shares of Common Stock;
or (v) any such party may transfer shares pursuant to a
transaction not falling within one of the exceptions
described in clauses (i) through (iv) if such party
arranges for all other parties to the Shareholders'
Agreement to have the opportunity to participate in such
transfer on a proportionate basis in accordance with the
provisions of the Shareholders' Agreement.
The Shareholders' Agreement provides that it will
terminate upon the occurrence of a change in control of
the Company (as defined in the Shareholders' Agreement)
and will terminate as to any party at the time that such
party's Investor Shares constitute less than 5% of the
then outstanding shares of Common Stock. The
Shareholders' Agreement also provides that all of its
provisions other than those relating to dispositions of
Investor Shares will terminate on the fifth anniversary
of the consummation of the Reorganization.
As a result of the Shareholders' Agreement, the
Marine Investors, Chase and Keyes have, among other
things, the ability to elect all the directors of the
Company and direct the business and affairs of the
Company after the Reorganization. The Reorganization,
including the implementation of the Shareholders'
Agreement, did not effect a change from a corporate
control perspective inasmuch as the Marine Investors and
Keyes previously have nominated all the directors of the
Company and through their ownership of preferred stock
and common stock and their rights under a Voting
Agreement that was in effect prior to consummation of the
Reorganization had the power to elect at least a majority
of the Company's Board of Directors.
2. Termination of Shareholders Agreement.
Pursuant to a Termination and Amendment Agreement entered
into as of June 18, 1993, by and among the Company, The
Chase Manhattan Bank (National Association), Warburg,
Pincus Capital Company, L.P., Aeneas Venture Corporation,
Capricorn and William O. Keyes, the Shareholders'
Agreement terminated in its entirety with respect to
Capricorn.
3. Registration Rights Agreement. Upon
consummation of the Reorganization, on October 29, 1992,
Capricorn entered into a Registration Rights Agreement
with the Company, Warburg, Aeneas, the Lenders and Keyes,
providing that the Company will maintain a Registration
Statement in effect for a period ending three years after
the closing of the Rights Offering, covering the resale
of all shares of Common Stock received by the Marine
Investors, the Lenders or Keyes, pursuant to the
Reorganization and related transactions. The resale of
all of such shares has been registered on the
Registration Statement that the Company filed in
connection with the Reorganization. Subject to certain
exceptions, the Marine Investors, the Leaders or Keyes
also have the right to require the Company to register
the Offer and sale of their shares if a Registration
Statement is not otherwise in effect, and to include
their shares in other Registration Statements filed by
the Company. The Company agreed in the Registration
Rights Agreement to indemnify and hold harmless the
holders of all these shares against certain losses,
claims, damages and liabilities arising out of or based
upon any such registration, and generally is required to
bear the expenses of such registration except for the
selling shareholders' pro rata of underwriting discounts,
commissions and fees and expense of counsel for such
shareholders. The Registration Rights Agreement
superseded prior agreements providing certain
registration rights to the Marine Investors, Keyes and
other persons.
4. Marine Investors Subscription Agreement.
The Reorganization Agreement provided that, as soon as
practicable after consummation of the Reorganization, the
Company would commence a rights offering (the "Rights
Offering") to the holders of Common Stock of the Company
(the "Old Common Stock"), including the Marine Investors,
of record immediately prior to the consummation of the
Reorganization, giving such holders the right to purchase
.68 share of Common Stock for each share of Old Common
Stock owned by such holder at a purchase price of $1.25
per share.
In connection with the Reorganization, the Marine
Investors entered into a Marine Investors Subscription
Agreement with the Company whereby the Marine Investors
agreed to fully exercise the Rights they receive in
respect of their shares of Old Common Stock and thus
purchase an aggregate of 2,813,516 shares of Common Stock
in the Rights Offering for $1.25 per share (at an
aggregate purchase price of $3,516,895) and to act as
standby purchasers of up to 1,986,484 additional shares
(at an aggregate purchase price of $2,483,105) to the
extent such rights are not exercised by other holders.
Capricorn agreed to exercise its Rights for 357,622
shares and act as standby purchaser for up to 252,499
additional shares. If the aggregate number of
unsubscribed shares in the Rights Offering is less than
1,986,484 the obligation of the Marine Investors to stand
by to purchase shares of Common Stock will be reduced
(with the individual commitments of each Marine Investor
being proportionately reduced) to the number of
unsubscribed shares in the Rights Offering. Pursuant to
the Marine Investors Subscription Agreement, Capricorn
purchased 610,121 shares of Common Stock in the Rights
Offering for $1.25 per share (at an aggregate purchase
price of $762,651.25).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement of Joint Filing, dated
November 8, 1992, among Capricorn Holdings,
G.P., Winokur Holdings, Inc., and Herbert S.
Winokur, Jr. (filed as Exhibit No. 1 to the
Schedule 13D and incorporated herein by
reference).
2. Shareholders Agreement, dated October
29, 1992, among the Company, The Chase
Manhattan Bank (National Association), Warburg,
Pincus Capital Company, L.P., Aeneas Venture
Corporation, Capricorn and William O. Keyes
(filed as Exhibit No. 2 to the Schedule 13D and
incorporated herein by reference).
3. Registration Rights Agreement, dated
October 29, 1992, among the Company, The Chase
Manhattan Bank (National Association), Corpus
Christi National Bank, Bank One, Texas, N.A.,
Energy Management Corporation, Randall D.
Smith, Kathryn Sladek Smith Trust, Article
Third B, II of Last Will and Testament of
Kathryn Sladek Smith, Warburg, Pincus Capital
Company, L.P., Aeneas Venture Corporation,
Capricorn and William O. Keyes (filed as
Exhibit No. 3 to the Schedule 13D and
incorporated herein by reference).
4. Marine Investors Subscription
Agreement, dated October 29, 1992, among the
Company, Warburg, Pincus Capital Company, L.P.,
Aeneas Venture Corporation and Capricorn (filed
as Exhibit No. 4 to the Schedule 13D and
incorporated herein by reference).
5. Termination and Amendment Agreement dated
as of June 18, 1993, by and among the Company, The
Chase Manhattan Bank (National Association),
Warburg, Pincus Capital Company, L.P., Aeneas
Venture Corporation, Capricorn and William O. Keyes
(filed as Exhibit No. 5 to Amendment No. 2 to
Schedule 13D and incorporated herein by reference).
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: January 5, 1996
Capricorn Investors, L.P.
By: Capricorn Holdings, G.P.,
its General Partner
By: Winokur Holdings, Inc.,
General Partner
By: /s/ Herbert S. Winokur, Jr.
--------------------------
Name: Herbert S. Winokur, Jr.
Title: President
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: January 5, 1996
Capricorn Holdings, G.P.
By: Winokur Holdings, Inc.,
General Partner
By: /s/ Herbert S. Winokur, Jr.
---------------------------
Name: Herbert S. Winokur, Jr.
Title: President
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: January 5, 1996
Winokur Holdings, Inc.
By: /s/ Herbert S. Winokur, Jr.
--------------------------
Name: Herbert S. Winokur, Jr.
Title: President
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: January 5, 1996
Herbert S. Winokur, Jr.
/s/ Herbert S. Winokur, Jr.
--------------------------------
