<PAGE> 1
-------------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response..... 14.90
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Crown Energy Corporation
------------------------
(Name of Issuer)
Common Stock, par value $0.02 per share
---------------------------------------
(Title of Class of Securities)
228341301
---------
(CUSIP Number)
Julia Murray
General Counsel-Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, Texas 77002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 2, 1999
----------------
(Date of Event which Requires Filing of this Statement)
If the 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.[ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 ("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 10 Pages
<PAGE> 2
SCHEDULE 13D
<TABLE>
<S> <C>
- -------------------------- -----------------------------------------------
CUSIP NO. 228341301 PAGE 2 OF 8 PAGES
----------- ---------- ------
- -------------------------- -----------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Sundance Assets, L.P.
- -------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [x]
2
- -------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- -------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6
State of Delaware
- -------------------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 4,602,069
OWNED BY ---------------------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ---------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
4,602,069
- -------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,602,069
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
- -------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)
13
36.3%#
- -------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
#Based on the number of shares of stock outstanding as of November 17,
1998, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998.
<PAGE> 3
SCHEDULE 13D
<TABLE>
<S> <C>
- ------------------------- -----------------------------------------------
CUSIP NO. 228341301 PAGE 3 OF 8 PAGES
----------- ---------- ------
- ------------------------- -----------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Enron Capital & Trade Resources Corp.
- -------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [x]
2
- -------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- -------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6
State of Delaware
- -------------------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 4,602,069
OWNED BY ---------------------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ---------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
4,602,069
- -------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,602,069
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
- -------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)
13
36.3%#
- -------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
#Based on the number of shares of stock outstanding as of November 17,
1998, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998.
<PAGE> 4
SCHEDULE 13D
<TABLE>
<S> <C>
- ------------------------ -----------------------------------------------
CUSIP NO. 228341301 PAGE 4 OF 8 PAGES
----------------------- ---------- -------
-----------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Enron Corp.
- -------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
2 (B) [x]
- -------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
5
- -------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6
State of Oregon
- -------------------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 4,602,069
OWNED BY ---------------------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ---------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
4,602,069
- -------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,602,069
- -------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
- -------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)
13
36.3%#
- -------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
#Based on the number of shares of stock outstanding as of November 17,
1998, as reported by the Issuer in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998.
4
<PAGE> 5
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
This Amendment relates to the Schedule 13D originally filed by Enron Corp. and
Enron Capital & Trade Resources Corp. dated October 10, 1997, as amended by
Schedule 13D/A dated November 12, 1997 and Schedule 13D/A dated January 5,
1997, which are hereby amended to read in their entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.02 per share (the
"Common Stock"), of Crown Energy Corporation, a Utah corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 215
South State, Suite 650, Salt Lake City, Utah, 84111.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Sundance Assets, L.P., a Delaware limited
partnership ("Sundance"), Enron Capital & Trade Resources Corp., a Delaware
corporation ("ECT"), and by Enron Corp., an Oregon corporation ("Enron").
Sundance is engaged in the ownership and management of a diversified portfolio
of energy related investments. The general partner of Sundance is Ponderosa
Assets, L.P., a Delaware limited partnership and wholly-owned subsidiary of
Enron and certain of its subsidiaries ("Ponderosa"). The general partner of
Ponderosa is Enron Ponderosa Management Holdings, Inc., a Delaware corporation
and wholly-owned subsidiary of Enron ("EPMH"). Ponderosa, as the general
partner of Sundance, and EPMH, as the general partner of Ponderosa, may each be
deemed to be controlling persons of Sundance. ECT is a wholly owned subsidiary
of Enron and is engaged primarily in the business of purchasing natural gas,
gas liquids and power through a variety of contractual arrangements and
marketing these energy products to local distribution companies, electric
utilities, cogenerators and both commercial and industrial end-users. ECT also
provides risk management services. Enron is an integrated natural gas company
that engages, primarily through subsidiaries, in the gathering, transportation
and wholesale marketing of natural gas, the exploration for and the production
of natural gas and crude oil, the production, purchase, transportation and
worldwide marketing and trading of natural gas liquids, crude oil and refined
petroleum products, the production and sale of cogenerated electricity and
steam and the purchasing and marketing of long-term energy-related commitments.
Sundance, ECT and Enron are referred to herein as the "Reporting Entities."
The address of the principal business office of Sundance, Ponderosa, EPMH, ECT
and Enron is 1400 Smith Street, Houston, Texas 77002. Schedule 1 attached
hereto sets forth certain additional information with respect to each director
and each executive officer of EPMH. Schedules 2 and 3 hereto set forth the
current information regarding the executive officers and directors of ECT and
Enron, respectively. The filing of this statement on Schedule 13D/A shall not
be construed as an admission that EPMH, Enron or ECT or any person listed on
Schedules 1, 2 and 3 hereto is, for the purposes of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this statement.
None of the Reporting Entities, nor to their knowledge, Ponderosa or EPMH or
any person listed on Schedules 1, 2 and 3 hereto, has been, during the last
five years (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) 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.
5
<PAGE> 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Under the terms of a Stock Purchase Agreement dated September 25, 1997, between
ECT and the Issuer (the "Stock Purchase Agreement"), ECT agreed to purchase
from the Issuer 45,000 shares of $10 Series A Preferred Stock of the Issuer
(the "Preferred Stock") for a cash purchase price of $450,000. The Preferred
Stock was issued effective September 30, 1997, the date upon which the
Certificate of the Voting Powers, Designations, Preferences and Relative
Participating, Option or other Special Rights, and Qualifications, Limitations
and Restrictions Thereof, of Series A Cumulative Convertible Preferred Stock
(the "Certificate of Rights and Designations") was filed and approved by the
Utah Department of Commerce, Divisions of Corporations and Commercial Code.
Pursuant to the Stock Purchase Agreement, effective November 4, 1997, ECT
purchased an additional 455,000 shares of the Preferred Stock at a per share
price of $10.00, and additionally, has received a warrant (the "Warrant")
exercisable five years from its date of issuance for up to 925,771 shares of
Common Stock at a per share exercise price of $0.002, subject to limits based
on the financial performance of the Issuer. Effective December 23, 1998, the
shares of the Preferred Stock held by ECT were contributed to the capital of
Sundance as part of an internal reorganization of the merchant asset portfolio
of Enron and its subsidiaries and affiliates.
Pursuant to the terms of the Certificate of Rights and Designations, the
holders of the outstanding shares of Preferred Stock are entitled to receive
quarterly dividends at a rate of 8% per annum based upon the Preferred Stock's
stated value of $10.00 per share, which accrued from the date of issuance of
such shares. All accrued and unpaid dividends shall be payable quarterly on
January 1, April 1, July 1 and October 1 of each year commencing on January 1,
1998. Each quarterly dividend shall be paid in cash or Common Stock, and if
paid in Common Stock, using the Fair Market Value (as defined in the
Certificate of Rights and Designations) of such Common Stock. In accordance
with these terms, on February 2, 1999 Sundance received a Common Stock dividend
of 317,069 shares for the time period of September 25, 1997 to January 1, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
The transactions described in Item 3 above relating to the purchase of the
Preferred Stock occurred as a result of negotiations with the Issuer. The
Preferred Stock was then acquired by Sundance as a contribution to its capital
upon formation. The Common Stock was acquired as a dividend pursuant to the
Certificate of Rights and Designations. The Preferred Stock and Common Stock
are being held for investment purposes. Sundance intends to review its
investment in the Issuer on an ongoing basis and, depending upon the price of,
and other market conditions relating to, the Preferred Stock and the Common
Stock, subsequent developments affecting the Issuer, the Issuer's business and
prospects, other investment and business opportunities available to Sundance,
general stock market and economic conditions, tax considerations and other
factors deemed relevant, may decide to convert its Preferred Stock into Common
Stock, or otherwise increase or decrease the size of its investment in the
Issuer.
Other than as described above, neither of the Reporting Entities, nor, to their
knowledge, any person listed on Schedules 1, 2 and 3 hereto, has any plan or
proposal that would result in any of the consequences listed in paragraphs (a)
- - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Sundance beneficially owns and has the power to vote and dispose of 4,602,069
shares of Common Stock, representing approximately 36.3% of the shares of
Common Stock outstanding (based on the number of shares of stock outstanding as
of November 17, 1998, as reported by the Issuer in its Quarterly Report on Form
10-Q for the quarter ended September 30, 1998), subject to adjustment as
provided in the Certificate of Rights and Designations. ECT and Enron may also
be deemed to beneficially own such shares held by Sundance. ECT and Enron
disclaim beneficial ownership of all of such shares. Sundance holds shares of
Preferred Stock previously held in the name of ECT, which are presently
convertible into 4,285,000 shares of Common Stock (as set forth in the
Certificate of
6
<PAGE> 7
Rights and Designations). Each share of Preferred Stock is convertible at the
option of the holder thereof at any time for 8.57 shares of Common Stock (the
"Conversion Ratio"). The number of shares of Common Stock issuable on
conversion or exercise of the Preferred Stock is subject to adjustment pursuant
to the Certificate of Rights and Designations. The remaining securities
beneficially owned by Sundance consist of the Common Stock dividend of 317,069
shares issued to Sundance on February 2, 1999.
ECT, Ponderosa, EPMH and Enron may be deemed to share voting and dispositive
power over the Common Stock and the Preferred Stock (and the shares of Common
Stock issuable upon conversion thereof) held by Sundance.
Other than the transactions described herein, none of the Reporting Entities,
nor to their knowledge, Ponderosa or EPMH, or any of the persons named in
Schedules 1, 2 or 3 hereto, has effected any transactions in the Common Stock
during the preceding sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As part of the Stock Purchase Agreement, the Issuer agreed that ECT, subject to
compliance with applicable laws, shall have the right to appoint 20% of the
Issuer's board of directors at its discretion in addition to appointing a
representative who may attend and be heard at all meetings of the Issuer's
board of directors.
Pursuant to the Certificate of Rights and Designations, the Issuer has agreed
to redeem 25%, 25%, and 50% of the Preferred Stock at ECT's option on the
eighth, ninth, and tenth anniversary of the issue of the Preferred Stock, and
will establish sinking funds for this purpose. Subject to ECT's right of
conversion, the Issuer may redeem the Preferred Stock at any time for accrued
and unpaid dividends plus a percentage of stated value as set forth in the
Certificate of Rights and Designations.
The Stock Purchase Agreement provides a right of first refusal for the Issuer
in the event that ECT sells any of its Preferred Stock or Common Stock issued
upon conversion of Preferred Stock.
The Stock Purchase Agreement contains demand registration provisions,
obligating the Issuer to file a Registration Statement with the Securities and
Exchange Commission with respect to all shares of Common Stock held by or
issuable to ECT in connection with the transactions contemplated by the Stock
Purchase Agreement. The Stock Purchase Agreement also contains certain
piggy-back registration rights with respect to such shares.
The Warrant provides ECT the right to purchase up to an additional 8% of the
total outstanding shares of the Issuer's common stock, in the event that the
internal rate of return on ECT's investment after five years (as defined in the
Stock Purchase Agreement) is less than 39% per year. The Warrant has an
exercise price of $0.002 per share and a term of ten years.
Pursuant to the Certificate of Rights and Designations, the Issuer will not,
without the consent of the holders of at least 75% of the Preferred Stock take
or fail to take certain action with respect to the Crown Asphalt Ridge project
(as defined in the Stock Purchase Agreement). Additionally, the Issuer will
not, without the consent of the holders of at least 75% of the Preferred Stock,
(i) alter the rights, preferences or privileges of the Preferred Stock; (ii)
authorize or issue any security having liquidation preferences or redemption,
voting or dividend rights senior to or on a parity with the Preferred Stock;
(iii) increase the number of shares of Preferred Stock which the Issuer shall
have the authority to issue; (iv) reclassify any of the Issuer's or any
subsidiary's securities; (v) acquire any material business by merger,
consolidation, stock or equity purchase, asset acquisition or otherwise (other
than businesses within the Issuer's or any subsidiary's existing business lines
with an aggregate purchase price of less than $5,000,000 (including assumption
of debt)); (vi) merge, consolidate, sell or dispose of all or substantially all
of the Issuer's or any subsidiary's assets or property, other than as provided
in the Certificate of Rights and Designations;
7
<PAGE> 8
(vii) otherwise engage in a change in control event or fundamental corporate
transaction; (viii) pay dividends, redeem stock or make any other restricted
payments, or permit any subsidiary to pay dividends, redeem stock or make any
other restricted payments, to the holders of the Issuer's or such subsidiary's
outstanding equity securities (other than with respect to Preferred Stock
pursuant to the terms of the Issuer's Articles of Incorporation); (ix) amend
the Issuer's or any subsidiary's Articles of Incorporation, by-laws or other
charter documents, or any stock option or other stock compensation plan, to the
extent that such an amendment affects the legal or economic rights of the
Preferred Stock; (x) allow any subsidiary of the Issuer to issue securities to
an entity or person other than the Issuer or a wholly-owned direct or indirect
subsidiary of the Issuer; (xi) make any changes in the employment status of the
person holding the position of president of the Corporation; (xii) directly or
indirectly make any guarantees or otherwise become liable in any way with
respect to the obligations or liabilities of any person or entity, or permit
any subsidiary to do the same, except in the ordinary course of business;
(xiii) mortgage, pledge or create a security interest in, or permit any
subsidiary to mortgage, pledge or create a security interest in, all or any
material proportion of the Issuer's or such subsidiary's assets; (xiv) incur,
create or assume, or permit any subsidiary to incur, create or assume any
indebtedness for borrowed money in excess of $2,500,000 (not including any
capitalized leases or other financing arrangements with respect to certain
leased equipment); (xv) change the Issuer's principal business, enter into new
lines of business or exit the current line of business, or permit any
subsidiary to do the same (the Issuer's current line of business is asphalt
manufacturing, production, refining, blending, modifying, storing,
transporting, marketing, and any other activities relating to the asphalt
industry); (xvi) enter into, materially amend or terminate, or make any
material waiver pursuant to or materially breach, any material contract; (xvii)
increase or decrease the size of the Board of Directors of the Issuer; (xviii)
voluntarily liquidate, dissolve or wind-up the Issuer or any subsidiary; (xix)
allow the commencement of an involuntary case or other proceeding against the
Issuer or any subsidiary seeking liquidation, reorganization or other relief
with respect to its debts under any applicable federal or state bankruptcy,
insolvency, reorganization or similar law now or hereafter in effect or seeking
the appointment of a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or similar official of it or any substantial part of its
property, which involuntary case or other proceeding shall remain undismissed
and unstayed, or allow an order or decree approving or ordering any of the
foregoing to be entered and continued unstayed and in effect, for a period of
ninety days; (xx) commence a voluntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or
any other case or proceeding to be adjudicated a bankrupt or insolvent or
consent to the entry of a decree or order for relief in respect of the Issuer
or any subsidiary in an involuntary case or proceeding under any applicable,
federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
any of them, or file a petition or answer or consent seeking reorganization or
relief under any applicable, federal or state law, or consent to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Issuer or any subsidiary or any substantial part of its property or making
assignment for the benefit of creditors, or admit in writing an inability to
pay their debts generally as they become due, or take any action in furtherance
of any such action; and (xxi) consent to the sale, lease or other disposition
of all or substantially all of the assets of certain subsidiaries.
Contemporaneous with the Stock Purchase Agreement, ECT entered into a Right of
Co-Sale Agreement (the "Co-Sale Agreement") with Jay Mealey, a shareholder of
the Issuer (the "Shareholder"). Pursuant to the Co-Sale Agreement, the
Shareholder has agreed not to sell or otherwise dispose of any Common or
Preferred Stock of the Issuer for a period of five years from the date of the
Co-Sale Agreement, except in accordance with its provisions. The Co-Sale
Agreement provides for rights of co-sale for ECT in the event the Shareholder
receives a bona fide offer to purchase his shares of Common or Preferred Stock.
The Co-Sale Agreement does not apply to sales which do not involve at least (i)
50% of the Common and Preferred Stock owned by the Shareholder and (ii) more
than 50% of the outstanding Common Stock of the Issuer, including Common Stock
issuable upon conversion of outstanding Preferred Stock. The Co-Sale Agreement
was superseded by a new Right of Co-Sale Agreement effective November 4, 1997,
having substantially similar terms to the Co- Sale Agreement.
8
<PAGE> 9
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Stock Purchase Agreement dated as of September 25, 1997
between the Issuer and ECT.*
Exhibit 2 Certificate of Rights and Designations of the Preferred Stock,
as filed and approved by the Utah Department of Commerce,
Divisions of Corporations and Commercial Code on September 30,
1997.*
Exhibit 3 Warrant to purchase additional shares of Common Stock.*
Exhibit 4 Right of Co-Sale Agreement*
Exhibit 5 Revised Right of Co-Sale Agreement**
Exhibit 6 Joint Filing Agreement#
*Incorporated by reference to Schedule 13D filed by the Reporting Entities with
respect to the Common Stock of the Issuer on October 10, 1997.
**Incorporated by reference to Schedule 13D-A filed by the Reporting Entities
with respect to the Common Stock of the Issuer on November 12, 1997.
#Incorporated by reference to Schedule 13D-A filed by the Reporting Entities
with respect to the Common Stock of the Issuer on January 5, 1999.
9
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
<TABLE>
<S> <C>
February 11, 1999 SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.,
its general partner
By: Enron Ponderosa Management Holdings, Inc.,
its general partner
By: /s/ Peggy B. Menchaca
---------------------------------
Peggy B. Menchaca
Vice President and Secretary
February 11, 1999 ENRON CAPITAL & TRADE RESOURCES CORP.
By: /s/ Peggy B. Menchaca
-----------------------------------------
Peggy B. Menchaca
Vice President and Secretary
February 11, 1999 ENRON CORP.
By: /s/ Peggy B. Menchaca
-----------------------------------------
Peggy B. Menchaca
Vice President and Secretary
</TABLE>
10
<PAGE> 11
INDEX TO SCHEDULES AND EXHIBITS
Schedule 1 Directors and Executive Officers of Enron Ponderosa Management
Holdings, Inc.
Schedule 2 Directors and Executive Officers of Enron Capital & Trade
Corp.
Schedule 3 Directors and Executive Officers of Enron Corp.
Exhibit 1 Stock Purchase Agreement dated as of September 25, 1997
between the Issuer and ECT.*
Exhibit 2 Certificate of Rights and Designations of the Preferred Stock,
as filed and approved by the Utah Department of Commerce,
Divisions of Corporations and Commercial Code on September 30,
1997.*
Exhibit 3 Warrant to purchase additional shares of Common Stock. *
Exhibit 4 Right of Co-Sale Agreement.*
Exhibit 5 Revised Right of Co-Sale Agreement**
Exhibit 6 Joint Filing Agreement#
*Incorporated by reference to Schedule 13D filed by the Reporting Entities with
respect to the Common Stock of the Issuer on October 10, 1997.
**Incorporated by reference to Schedule 13D-A filed by the Reporting Entities
with respect to the Common Stock of the Issuer on November 12, 1997.
#Incorporated by reference to Schedule 13D-A filed by the Reporting Entities
with respect to the Common Stock of the Issuer on January 5, 1999.
11
<PAGE> 12
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
ENRON PONDEROSA MANAGEMENT HOLDINGS, INC.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
---------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director and Chairman, Chief
Executive Officer and Managing
Director
Gene E. Humphrey U.S.A. President and Managing Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General Counsel
Jeffrey McMahon U.S.A. Managing Director, Finance and
Treasurer
Jeremy M. Blachman U.S.A. Vice President
William W. Brown U.S.A. Vice President
Robert J. Hermann U.S.A. Vice President and General Tax Counsel
Michael J. Kopper U.S.A. Vice President
Peggy B. Menchaca U.S.A. Vice President and Secretary
Jordan H. Mintz U.S.A. Vice President, Tax
Counsel
Kristina M. Mordaunt U.S.A. Vice President and Assistant
General Counsel
</TABLE>
12
<PAGE> 13
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL & TRADE CORP.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
---------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. Director
President-ECT Europe and Managing Director
Mark E. Haedicke U.S.A. Director
Managing Director-Legal
Kevin P. Hannon Director
President and Chief Operating Officer
Kenneth D. Rice U.S.A. Director
Chairman of the Board; Chief Executive
Officer and Managing Director; Chairman and
Chief Executive Officer - ECT North America
Gene E. Humphrey U.S.A. Vice Chairman
Amanda K. Martin U.S.A. President-Energy and Finance Services
Robert J. Hermann U.S.A. Vice President and General Tax Counsel
</TABLE>
13
<PAGE> 14
SCHEDULE 3
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- ---------------- ----------- -----------------------
<S> <C> <C>
Robert A Belfer U.S.A. Director
767 Fifth Avenue, 46th Floor Chairman, President and
New York, New York 10153 Chief Executive Officer,
Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman, United States
6225 Smith Avenue LA0300 Fidelity and Guaranty Company
Baltimore, Maryland 21209
Ronnie C. Chan U.S.A. Director
Hang Lung Development Company Chairman of Hang
Limited Lung Development Group
28/F, Standard Chartered Bank
Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Investments
Houston, Texas 77057
Joe H. Foy
404 Highridge Drive U.S.A. Director
Kerrville, Texas 78028 Retired Senior Partner,
Bracewell & Patterson, L.L.P.
Wendy L. Gramm U.S.A. Director
P.O. Box 39134 Former Chairman,
Washington, D.C. 20016 U.S. Commodity Futures
Trading Commission
Ken L. Harrison U.S.A. Director
121 S.W. Salmon Street Vice Chairman of Enron Corp.
Portland, Oregon 97204
Robert K. Jaedicke U.S.A. Director
Graduate School of Business Professor (Emeritus), Graduate
Stanford University School of Business,
Stanford, California 94305 Stanford University
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C> <C>
Charles A. LeMaistre U.S.A. Director
13104 Travis View Loop President (Emeritus),
Austin, Texas 78732 University of Texas M.D.
Anderson Cancer Center
Jerome J. Meyer U.S.A. Director
26600 S.W. Parkway Chairman and Chief Executive
Building 63, P. O. Box 1000 Officer, Tektronix, Inc.
Wilsonville, Oregon 97070-1000
John A. Urquhart U.S.A. Director
John A. Urquhart Associates Senior Advisor to the Chairman
111 Beach Road of Enron Corp., President,
Fairfield, Connecticut 06430 John A. Urquhart Associates
John Wakeham U.K. Director
Pingleston House Former U.K. Secretary of State
Old Alresford for Energy and Leader of the
Hampshire S024 9TB Houses of Commons and Lords
United Kingdom
Charles E. Walker U.S.A. Director
Walker & Walker, LLC Chairman, Walker & Walker, LLC
10220 River Road, Suite 105
Potomac, Maryland 20854
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur & Associates, Inc.
30 East Elm Ct.
Greenwich, Connecticut 06830
Kenneth L. Lay U.S.A. Director
1400 Smith Street Chairman and Chief Executive
Houston, Texas 77002 Officer, Enron Corp.
J. Clifford Baxter U.S.A. Senior Vice President-
1400 Smith Street Corporate Development,
Houston, Texas 77002 Enron Corp.
Robert B. Buy U.S.A. Senior Vice President, Corporate Development
Richard A. Causey U.S.A. Senior Vice President,
1400 Smith Street Chief Accounting
Houston, Texas 77002 Information and Administrative
Officer, Enron Corp.
James V. Derrick, Jr. U.S.A. Senior Vice President
1400 Smith Street and General Counsel
Houston, Texas 77002 Enron Corp.
</TABLE>
15
<PAGE> 16
<TABLE>
<S> <C> <C>
Andrew S. Fastow U.S.A. Senior Vice President and
1400 Smith Street Chief Financial Officer,
Houston, Texas 77002 Enron Corp.
Mark A. Frevert U.S.A. President and Chief
1400 Smith Street Executive Officer,
Houston, Texas 77002 Enron Europe, Ltd.
Stanley C. Horton U.S.A. Chairman and Chief
1400 Smith Street Executive Officer,
Houston, Texas 77002 Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Vice Chairman, Enron Corp. and
1400 Smith Street Chairman, Enron International, Inc.
Houston, Texas 77002
Lou L. Pai U.S.A. Chairman and Chief
1400 Smith Street Executive Officer,
Houston, Texas 77002 Enron Energy Services, Inc.
Kenneth D. Rice U.S.A. Chairman and Chief
1400 Smith Street Executive Officer,
Houston, Texas 77002 Enron Capital and Trade Resources
Corp. North America
Jeffrey K. Skilling U.S.A. Director
1400 Smith Street President and Chief Operating
Houston, Texas 77002 Officer, Enron Corp.
Joseph W. Sutton U.S.A. President and
1400 Smith Street Chief Executive Officer,
Houston, Texas 77002 Enron International, Inc.
</TABLE>
16
