UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
HUGOTON ENERGY CORPORATION
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -----------------------------------------------------------------
(Title of Class of Securities)
444613 10 3
---------------------------
(CUSIP Number)
Robert A. Belfer
Chairman and Chief Executive Officer
Belco Oil & Gas Corp.
767 Fifth Avenue, 46th Floor
New York, NY 10153
(212) 644-2200
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
July 3, 1997
- -----------------------------------------------------------------
(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 [ ].
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 information required in 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).
SCHEDULE 13D
CUSIP No. 444613 10 3 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON BELCO ENERGY LP
S.S. OR I.R.S. IDENTIFICATION 13-3882535
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK & 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
NUMBER 7 SOLE VOTING POWER
OF 2,940,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,940,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 444613 10 3 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON BELCO OPERATING CORP.
S.S. OR I.R.S. IDENTIFICATION 51-0340969
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
NUMBER 7 SOLE VOTING POWER
OF 2,940,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,940,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 444613 10 3 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON BELCO OIL & GAS CORP.
S.S. OR I.R.S. IDENTIFICATION 13-3869719
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d)OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
NUMBER 7 SOLE VOTING POWER
OF 2,940,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,940,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
CUSIP No. 444613 10 3 Page 5 of 8 Pages
1 NAME OF REPORTING PERSON ROBERT A. BELFER
S.S. OR I.R.S. IDENTIFICATION ###-##-####
NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A (a) [ ]
MEMBER OF A GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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
NUMBER 7 SOLE VOTING POWER
OF 2,940,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,940,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,940,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the common
stock, no par value per share, of Hugoton Energy Corporation, a
Kansas corporation, and amends the Schedule 13D filed on June 27,
1997.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following paragraph:
On July 3, 1997, Belco formally withdrew its
conditional proposal relating to the acquisition of all of the
outstanding common stock of the Company at a price per share with
a value of $15.00 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is amended by adding the following paragraph:
On July 3, 1997, Belco sent the Company a letter dated
July 3, 1997, a copy of which is attached hereto as Exhibit I,
whereby Belco informed the Company that it withdrew its
conditional proposal stated in its letter to Petrie Parkman & Co.
dated June 25, 1997, relating to the acquisition of all of the
outstanding capital stock of the Company at a price per share
with a value of $15.00 per share. In addition, in the letter,
Belco waived the exclusivity and reimbursement of expenses
obligations of the Company to Belco specified in Items 1 and 2 of
Belco's letter agreement with the Company dated June 27, 1997.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following exhibit:
Exhibit I Letter, dated July 3, 1997
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.
Date: July 3, 1997
BELCO ENERGY LP
By: Belco Operating Corp.
its General Partner
By:/s/ Robert A. Belfer
----------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
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.
Date: July 3, 1997
BELCO OPERATING CORP.
By:/s/ Robert A. Belfer
----------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
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.
Date: July 3, 1997
BELCO OIL & GAS CORP.
By:/s/ Robert A. Belfer
----------------------------
Name: Robert A. Belfer
Title: Chairman and
Chief Executive Officer
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.
Date: July 3, 1997
By:/s/ Robert A. Belfer
----------------------------
Name: Robert A. Belfer
Exhibit I
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BELCO OIL & GAS CORP.
767 Fifth Avenue
46th Floor
New York, NY 10153
July 3, 1997
Mr. Floyd C. Wilson
Chairman of the Board of Directors
Hugoton Energy Corporation
301 N. Main, Suite 1900
Wichita, KS 67202
Mr. Jim Parkman
Petrie Parkman & Co.
6350 Commerce Tower
Houston, TX 77002
Gentlemen:
The purpose of this letter is to inform you that Belco Oil & Gas
Corp. ("Belco") hereby withdraws its conditional proposal stated
in its letter to Petrie Parkman & Co. dated June 25, 1997,
relating to the acquisition of all of the outstanding capital
stock of the Company at a price per share with a value of $15.00
per share. In addition, Belco hereby waives the exclusivity and
reimbursement of expenses obligations of Hugoton Energy
Corporation (the "Company") specified in Items 1 and 2 of Belco's
letter agreement with the Company dated June 27, 1997.
In closing, Belco would like to thank you and management of the
Company for your and their cooperation.
Very truly yours,
BELCO OIL & GAS CORP.
by
/s/ Robert A. Belfer
- --------------------
Name: Robert A. Belfer
Title: Chairman of the Board of Directors and
Chief Executive Officer
