<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CROWN ENERGY CORPORATION
(Name of Issuer)
COMMON STOCK, $0.02 PAR VALUE
(Title of Class of Securities)
228341301
(CUSIP Number)
Julia Murray
General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-6161
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 23, 1998
(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 ss.ss.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 ss.240.13d-7(b) 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 13
<PAGE> 2
SCHEDULE
13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUNDANCE ASSETS, L. P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
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 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,285,000*
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,285,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,285,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
* REPRESENTS SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF THE
$10 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF CROWN ENERGY CORP.,
DESCRIBED HEREIN.
** BASED ON INFORMATION CONTAINED IN THE FORM 10-Q OF CROWN ENERGY CORP.,FOR THE
QUARTER ENDED SEPTEMBER 30, 1998 AS OF NOVEMBER 17, 1998.
Page 2 of 13
<PAGE> 3
SCHEDULE
13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CAPITAL & TRADE RESOURCES CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
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 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,285,000*
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,285,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,285,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* REPRESENTS SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF THE
$10 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF CROWN ENERGY CORP.,
DESCRIBED HEREIN.
** BASED ON INFORMATION CONTAINED IN THE FORM 10-Q OF CROWN ENERGY CORP.,FOR THE
QUARTER ENDED SEPTEMBER 30, 1998 AS OF NOVEMBER 17, 1998.
Page 3 of 13
<PAGE> 4
SCHEDULE
13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,285,000*
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,285,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,285,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8% **
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* REPRESENTS SHARES OF COMMON STOCK INITIALLY ISSUABLE UPON CONVERSION OF THE
$10 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF CROWN ENERGY CORP.,
DESCRIBED HEREIN.
** BASED ON INFORMATION CONTAINED IN THE FORM 10-Q OF CROWN ENERGY CORP.,FOR THE
QUARTER ENDED SEPTEMBER 30, 1998 AS OF NOVEMBER 17, 1998.
Page 4 of 13
<PAGE> 5
STATEMENT ON SCHEDULE 13D
Note: All information herein with respect to Crown Energy Corporation, a Utah
corporation (the "Issuer"), is true,complete and accurate to the best knowledge
and belief of the Reporting Entities (as defined herein).
Items 2, 4, 5 and 7 of the joint Schedule 13D of Enron Corp. and Enron Capital &
Trade Resources Corp., dated October 10, 1997 as amended by Schedule 13D/A dated
November 12, 1997 are amended by the addition of the following:
ITEM 2. IDENTITY AND BACKGROUND, ITEM 4. PURPOSE OF TRANSACTION and
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Effective as of December 23, 1998, the shares of the Issuer's $10
Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") held by
Enron Capital & Trade Resources Corp. ("ECT"), were contributed to the capital
of Sundance Assets, L.P., a Delaware limited partnership ("Sundance"), as part
of an internal reorganization of the merchant asset portfolio of Enron Corp.
("Enron"), and its subsidiaries and affiliates. The general partner of Sundance
is Ponderosa Assets, L.P., a Delaware limited partnership ("Ponderosa"), which
is wholly-owned by Enron and certain of its subsidiaries. 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.
This Schedule 13D/A amendment is being filed by (i) Sundance (as its
initial filing of Schedule 13D) whose principal business is the ownership and
management of a diversified portfolio of energy related investments, (ii) ECT
and (iii) Enron. Sundance, ECT and Enron are referred to herein as the
"Reporting Entities."
The address of the principal business office of Sundance, Ponderosa and
EPMH is 1400 Smith Street, Houston, Texas 77002. Schedule I attached hereto sets
forth certain additional information with respect to each director and each
executive officer of EPMH. Schedules II and III, respectively, hereto set forth
current information regarding the executive officers and directors of ECT and
Enron, respectively. The filing of this statement on Schedule 13D shall not be
construed as an admission that EPMH or any person listed on Schedules I, II or
III hereto is, for the purposes of Section 13(d) or 13(g) of the Act, 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 I, II or III hereto, has been, during the
last five years (a) convicted of any 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
Page 5 of 13
<PAGE> 6
mandating activities subject to, U.S. federal or state securities laws or
finding any violations with respect to such laws.
The Preferred Stock was acquired by Sundance as a contribution to its
capital upon formation. The Preferred Stock is being held by Sundance for
investment purposes. The Preferred Stock is convertible into shares of Common
Stock, $0.02 par value per share (the "Common Stock") of the Issuer, on the
basis of 8.57 shares of Common Stock for each share of Preferred Stock. Sundance
intends to review its investment in the Issuer on a continuing basis and,
depending upon the price of, and other market conditions relating to, 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 increase or decrease the size of its
investment in the Issuer.
None of the Reporting Entities directly owns any Common Stock. ECT is
no longer the record holder of any shares of Preferred Stock. However, 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, subject to
adjustment as set forth in the Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional or Other Special Rights, and
Qualifications Limitations and Restrictions Thereof with respect to the
Preferred Stock. If such shares of Preferred Stock were converted into Common
Stock, the shares of Common Stock issuable upon conversion of such Preferred
Stock would represent approximately 33.8% of the outstanding Common Stock (based
on the number of shares of Common 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). Enron and ECT may also be deemed to beneficially own
the shares of Preferred Stock held by Sundance and thus may be deemed to
continue to share beneficial ownership of 4,285,000 shares of Common Stock or
33.8% of that would be outstanding upon the conversion of the Preferred Stock
(based on the number of shares outstanding as set forth in the Issuer's
Quarterly Report on Form 10-Q for the Quarter ended September 30, 1998). Enron
disclaims beneficial ownership of any shares of Preferred Stock.
ECT, Ponderosa, EPMH and Enron may be deemed to share voting and
dispositive power over 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 I, II or III hereto, has effected any transactions in the Common
Stock during the preceding sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6 Joint Filing Agreement.
Page 6 of 13
<PAGE> 7
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.
Date: January 4, 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
----------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 4, 1999 ENRON CAPITAL & TRADE RESOURCES CORP.
By: \S\ PEGGY B. MENCHACA
----------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: January 4, 1999 ENRON CORP.
By: \S\ PEGGY B. MENCHACA
----------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 7 of 13
<PAGE> 8
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON PONDEROSA MANAGEMENT HOLDINGS, INC.
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
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 and
Tax Counsel
Kristina M. Mordaunt U.S.A. Vice President and
Assistant General Counsel
Page I-1 of 13
<PAGE> 9
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL & TRADE RESOURCES CORP.
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
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
and General Counsel
Kevin P. Hannon U.S.A. 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
Page II-1 of 13
<PAGE> 10
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
Robert A. Belfer U.S.A. Director; Chairman,
767 Fifth Avenue, 46th Fl. President and Chief
New York, NY 10153 Executive Officer,
Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director; Chairman,
USF&G Corporation United States Fidelity and
6225 Smith Ave. LA0300 Guaranty Company
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director; Chairman of Hang
Hang Lung Development Lung Development Group
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Joe H. Foy U.S.A. Director; Retired Senior
404 Highridge Dr. Partner, Bracewell &
Kerrville, TX 78028 Patterson, L.L.P.
Wendy L. Gramm U.S.A. Director; Former Chairman,
P. O. Box 39134 U.S. Commodity Futures
Washington, D.C. 20016 Trading Commission
Ken L. Harrison U.S.A. Director; Vice Chairman of
121 S. W. Salmon Street Enron Corp. and Chairman
Portland, OR 97204 and Chief Executive
Officer of Portland
General Electric Company
Page III-1 of 13
<PAGE> 11
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus),
Graduate School of Business Graduate School of Business
Stanford University Stanford University
Stanford, CA 94305
Charles A. LeMaistre U.S.A. Director; President (Emeritus),
13104 Travis View Loop University of Texas M. D.
Austin, TX 78732 Anderson Cancer Center
Jerome J. Meyer U.S.A. Director; Chairman and Chief
26600 S. W. Parkway Executive Officer, Tektronix,
Building 63; P. O. Box 1000 Inc.
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director; Senior Advisor to the
John A. Urquhart Assoc. Chairman of Enron Corp.;
111 Beach Road President, John A. Urquhart
Fairfield, CT 06430 Associates
John Wakeham U.K. Director; Former U.K. Secretary
Pingleston House of State for Energy and Leader
Old Alresford of the Houses of Commons and
Hampshire S024 9TB Lords
United Kingdom
Charls E. Walker U.S.A. Director; Chairman, Walker &
Walker & Walker, LLC Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur &
Winokur & Associates, Inc. Associates, Inc.
30 East Elm Ct.
Greenwich, CT 06830
Each of the following person's
business address is:
1400 Smith Street
Houston, TX 77002
Kenneth L. Lay U.S.A. Director; Chairman and Chief
Executive Officer
Page III-2 of 13
<PAGE> 12
J. Clifford Baxter U.S.A. Senior Vice President, Corporate
Development
Richard B. Buy U.S.A. Senior Vice President and Chief
Risk Officer
Richard A. Causey U.S.A. Senior Vice President, Chief
Accounting, Information and
Administrative Officer
James V. Derrick, Jr. U.S.A. Senior Vice President and
General Counsel
Andrew S. Fastow U.S.A. Senior Vice President and Chief
Financial Officer
Mark A. Frevert U.S.A. President and Chief Executive
Officer, Enron Europe, Ltd.
Stanley C. Horton U.S.A. Chairman and Chief Executive
Officer, Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Vice Chairman; Chairman, Enron
International, Inc.
Lou L. Pai U.S.A. Chairman, President and Chief
Executive Officer, Enron Energy
Services, Inc.
Kenneth D. Rice U.S.A. Chairman and Chief Executive
Officer, Enron Capital & Trade
Resources Corp. - North America
Jeffrey K. Skilling U.S.A. Director; President and Chief
Operating Officer, Enron Corp.
Joseph W. Sutton U.S.A. President and Chief Executive
Officer, Enron International, Inc.
Page III-3 of 13
<PAGE> 13
Exhibit 6
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, $0.02 par value, of Crown Energy Corporation, is
adopted and filed on behalf of each of them, (ii) all future amendments to such
Statement on Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
(iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, apply to each of them. This agreement may be terminated with
respect to the obligation to jointly file future amendments to such Statement on
Schedule 13D as to any of the undersigned upon such person giving written notice
thereof to each of the other persons signatory hereto, at the principal office
thereof.
EXECUTED as of January 4, 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
------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CAPITAL & TRADE RESOURCES CORP.
By: \S\ PEGGY B. MENCHACA
----------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CORP.
By: \S\ PEGGY B. MENCHACA
----------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 6-1 of 13
