UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ESENJAY EXPLORATION, INC.
(Name of Issuer)
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Common Stock, $0.01 par value per share
(Title of Class of Securities)
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296426109
(CUSIP Number)
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Alex M. Cranberg With copies to:
Aspect Resources LLC Charles D. Bybee, Esq.
511 16th Street, Suite 300 Davis, Graham & Stubbs LLP
Denver, Colorado 80202 370 17th Street, Suite 4700
(303) 573-7011 Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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July 21, 1998
(Date of Event which Requires Filing of this Statement)
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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 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 6 pages
<PAGE>
CUSIP No. 296426109 SCHEDULE 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aspect Resources LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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
Colorado
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,386,856
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,386,856
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,386,856
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 27.83%, based upon 15,762,687 shares of Common Stock
outstanding as of the date hereof.
14 TYPE OF REPORTING PERSON*
OO
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Esenjay Exploration, Inc. Page 3 of 6 Pages
SCHEDULE 13D/A-1 August 31, 1998
ITEM 1. SECURITY AND ISSUER.
The equity securities to which this statement on Schedule 13D/A relates
are the common stock, par value $.01 per share ("Common Stock"), of Esenjay
Exploration, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at CCNB Center South, 500 Water
Street, Suite 1100, Corpus Christi, Texas 78471.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Aspect Resources LLC ("Aspect")
(b) State of Organization: Colorado
Address: 511 16th Street, Suite 300
Denver, Colorado 80202
(c) Principal Business Activity: Oil and gas exploration
(d) - (e)
During the last five years, Aspect has neither been convicted
in a criminal proceeding (excluding traffic violations and
similar misdemeanors) nor been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which, as a result of such proceeding, rendered it 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.
(f) Not Applicable
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 4,386,856 shares of Common Stock beneficially owned by Aspect,
4,203,106 shares were issued pursuant to an Acquisition Agreement and Plan of
Exchange, dated as of January 19, 1998, among the Company, Aspect and Esenjay
Petroleum Corporation (the "Acquisition Agreement"), and 18,750 shares are
issuable upon the exercise of warrants issued to Aspect in connection with
certain financing transactions. The shares of Common Stock issued pursuant to
the Acquisition Agreement were issued in exchange for interests in oil and gas
exploration projects.
The remaining 165,000 shares of Common Stock were purchased on July 21,
1998 by Aspect in a public offering of Common Stock by the Company. Aspect
purchased such shares using its
<PAGE>
Esenjay Exploration, Inc. Page 4 of 6 Pages
SCHEDULE 13D/A-1 August 31, 1998
working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Aspect acquired its Common Stock in connection with the Acquisition
Agreement and the transfer to the Company of interests in certain oil and gas
exploration projects.
Aspect has no plans or proposals that would result in any of the events
or outcomes listed in (a) through (j) of this Item 4. However, as a result of
the consummation of the transactions contemplated by the Acquisition Agreement,
the following events or results have occurred:
(a) Not Applicable
(b) The Company changed its state of incorporation from Oklahoma
to Delaware through a merger of the Company into a wholly
owned Delaware subsidiary
(c) Not Applicable
(d) The Company held a special meeting of its shareholders (the
"Special Meeting") on May 14, 1998 at which seven directors
were elected. Such directors were David W. Berry, Alex M.
Cranberg, Michael E. Johnson, Charles J. Smith, Alex P.
Campbell, William D. Dodge and Jack P. Randall. In addition,
at the board of directors meeting following the Special
Meeting, the board of directors filled a vacancy in the board
with Hobart A. Smith
(e) At the Special Meeting, the shareholders approved a 1 for 6
reverse stock split. In addition, the Company called its
outstanding 12% Cumulative Convertible Preferred Stock (the
"Preferred Stock") for redemption. Such redemption applies to
shareholders of record as of May 20, 1998
(f) Not Applicable
(g) In connection with the Company's reincorporation in the State
of Delaware, the Company adopted a new Certificate of
Incorporation and Bylaws, which have substantially the same
terms as those that the Company had before the reincorporation
(h) The Company has redeemed its Preferred Stock
(i) Not Applicable
(j) Not Applicable
<PAGE>
Esenjay Exploration, Inc. Page 5 of 6 Pages
SCHEDULE 13D/A-1 August 31, 1998
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aspect beneficially owns an aggregate of 4,386,856 shares of
Common Stock, representing approximately 27.83% of the issued
and outstanding Common Stock. Such shares include 18,750
shares issuable upon the exercise of warrants
(b) Aspect is a limited liability company that is managed by
Aspect Management Corporation ("Aspect Management"). Alex M.
Cranberg and his wife own all of the stock of Aspect
Management. Mr. Cranberg and other entities controlled by
Mr. Cranberg own approximately 74% of Aspect. Mr. Cranberg
and his wife are the only directors of Aspect Management. By
reason of his ownership in Aspect Management and Aspect, Mr.
Cranberg may be deemed to possess, indirectly, shared power
to vote and dispose of the Common Stock. The filing of this
Statement on Schedule 13D shall not, however, be construed
as an admission that, for purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, as amended, any
person other than Aspect has beneficial ownership of the
Common Stock
(c) On July 21, 1998, Aspect purchased 165,000 shares of Common
Stock in a public offering by the Company at a purchase price
of $4.00 per share
(d) Aspect Management and Mr. Cranberg have the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the securities set forth in this Schedule 13D/A
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Company has entered into a registration rights agreement (the
"Registration Rights Agreement") with Aspect (among others). Subject to certain
conditions, Aspect has three demand registration rights exercisable at any time
after June 30, 1998. Aspect has utilized one of the three demand registration
rights, and a Registration Statement on Form SB-2 has been filed and declared
effective with respect to, among others, the resale of the 4,203,106 shares
issued to Aspect in connection with the Acquisition Agreement and the 18,750
shares issuable to Aspect upon the exercise of outstanding warrants. In
addition, the Registration Rights Agreement affords to Aspect the right to
participate in registrations initiated by the Company or, under certain
conditions, another party.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Acquisition Agreement and Plan of Exchange dated
as of January 19, 1998 between the Company,
Aspect and Esenjay Petroleum Corporation (filed
as an exhibit to Schedule 13D dated May 14,
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Esenjay Exploration, Inc. Page 6 of 6 Pages
SCHEDULE 13D/A-1 August 31, 1998
1998)
Exhibit B -- Registration Rights Agreement dated May 14, 1998
by and among the Company, Aspect and Esenjay
Petroleum Corporation (filed as an exhibit to
Schedule 13D dated May 14, 1998)
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: August 31, 1998 ASPECT RESOURCES LLC
By: Aspect Management Corporation
Its Manager
/S/ ALEX M. CRANBERG
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By: Alex M. Cranberg
Title: President
