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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ESENJAY EXPLORATION, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
________________________________________________________________________________
(Title of Class of Securities)
296426109
_______________________________________________________________
(CUSIP Number)
with copies to
Michael E. Johnson Jeffrey B. Pollicoff
1100 CCNB Center South Pollicoff, Smith, Myres, and Remels, LLP
500 Water Street, Suite 1100 One Greenway Plaza, Suite 300
Corpus Christi, Texas 78471 Houston, Texas 77046
(361) 883-7464
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 1999
_______________________________________________________________
(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 [_].
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SCHEDULE 13D/A
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CUSIP NO. 296426109
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Michael E. Johnson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
82,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,896,415
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
82,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,896,415
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,978,915
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
approximately 26.58% based uon 18,730,049 Shares of Common Stock
outstanding
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TYPE OF REPORTING PERSON*
14
IN
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Item 1. SECURITY AND ISSUER.
The equity securities to which this statement on Schedule 13D relates is
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 1100 CCNB Center South, 500
Water Street, Suite 1100, Corpus Christi, Texas 78471.
Item 2. IDENTITY AND BACKGROUND.
(a) Michael E. Johnson ("Johnson")
(b) Business Address: 1100 CCNB Center South
500 Water Street, Suite 1100
Corpus Christi, Texas 78471
(c) Principal Business Activity: Oil and gas exploration
(d) - (e) During the last five years, Johnson 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 him
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 violations with respect to such laws.
(f) United States
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 4,972,761 shares of Common Stock benefically owned by Mr.
Johnson:
(i) 5,165,261 were issued to Esenjay Petroleum Corporation ("EPC")
pursuant to an Acquisition Agreement and Plan of Exchange dated as of January
19, 1998 among the Company, EPC, and Aspect Resources, LLC (the "Acquisition
Agreement"). The shares of Common Stock issued pursuant to the Acquisition
Agreement were issued in exchange for EPC's interest in oil and gas exploration
projects.
(ii) 12,500 shares are issuable to EPC upon the exercise of warrants
issued to EPC in connection with certain financing transactions.
(iii) 82,500 shares of Common Stock were purchased by Mr. Johnson on
July 16, 1998 using his personal funds.
(iv) EPC acquired 6,154 shares of Common Stock on September 23, 1999
pursuant to the merger of 3DX Technologies, Inc. with and into the Company.
Prior to such merger, EPC owned 20,000 shares of the common stock of 3DX
Technologies, Inc.
(v) 275,000 shares of Common Stock were sold by EPC on September 15,
1999. The aggregate sales price for such shares was $550,000.
Item 4. PURPOSE OF TRANSACTION.
EPC 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.
EPC and Johnson have no plans or proposal 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;
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(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
are 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 and will be
effective on June 15, 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 called its Preferred Stock for redemption. The
Preferred Stock is traded on the Nasdaq Small-Cap Market, but will be removed
from trading upon the redemption;
(i) Not Applicable;
(j) Not Applicable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) EPC beneficially owns an aggregate of 4,896,415 shares of Common
Stock, representing approximately 26.14%, of the issued and outstanding Common
Stock;
(b) The Board of Directors of EPC has the sole power to vote or direct the
vote and dispose or direct the disposition of the Common Stock EPC owns. Michael
E. Johnson owns 50% of the issued and outstanding Common Stock of EPC. Mr.
Johnson and Charles J. Smith are the only directors and executive officers of
EPC. By reason of his stock ownership in EPC, Messrs. Johnson may be deemed to
possess, indirectly, sole or shared power to vote and dispose of the Common
Stock. Mr. Johnson may be deemed to be a beneficial owner of such shares by
virtue of owning 50% of the stock of EPC and by being a director and executive
officer of EPC; however, Mr. Johnson disclaims such beneficail ownership The
filing of this Statement on Schedule 13D shall not 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 EPC has beneficial ownership of the
Common Stock;
(c) On September 15, 1999, EPC sold 275,000 shares of Common Stock in a
private transaction to a significant shareholder of the Company;*
(d) Not Applicable;
(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 aggreement (the
"Registration Rights Agreement") with EPC (among others), a copy of which is
attached hereto as Exhibit B. Subject to certain conditions, EPC has three
demand registration rights exercisable at any time after June 30, 1998. EPC 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 5,165,261 shares issued to EPC in connection
with the Acquisition Agreement and the 12,500 shares issuable to EPC upon the
exercise of outstanding warrants. In addition, the Registration Rights Agreement
affords to EPC the right to participate in registrations initiated by the
Company or, under certain conditions, another party.
EPC sold 275,000 shares of common stock on September 15, 1999 to a
significant shareholder of the Company. EPC retains a right to repurchase such
shares which right expires on May 5, 2000, if not exercised on or before such
date.
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* In addition on September 23, 1999 EPC acquired 6,154 shares of Common Stock in
connection with the merger of 3DX Technologies, Inc. with and into the Company
and the resulting conversion of shares of common stock of 3DX Technologies
Inc. into shares of Common Stock.
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A: Acquisition Agreement and Plan of Exchange dated as of January
13, 1998 between the Company, EPC and Aspect Resources LLC.
(filed as an Exhibit to Schedule 13D dated May 27, 1998).
EXHIBIT B: Registration Rights Agreement dated May 14, 1998 by and among
the Company, EPC and Aspect Resources LLC. (filed as an
Exhibit to Schedule 13D dated May 27, 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.
Date: October 20, 1999
/s/ Michael E. Johnson
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(Signature)
Michael E. Johnson
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(Name/Title)
