UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
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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SEPTEMBER 15, 1999
(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. o
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>
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CUSIP No. 296426109 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALEX M. CRANBERG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 11,900
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,715,968
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,900
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,715,968
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,727,868
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
APPROXIMATELY 25.24%, BASED UPON 18,730,049 SHARES OF COMMON
STOCK OUTSTANDING.
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Esenjay Exploration, Inc. Page 3 of 6 Pages
SCHEDULE 13D/A-2 October 5, 1999
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) Alex M. Cranberg
(b) 511 16th Street, Suite 300 Denver, Colorado 80202
(c) Principal Business Activity: Oil and gas exploration
(d)-(e) During the last five years, Mr. Cranberg 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 violation with respect to such laws.
(f) United States
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 4,715,968 shares of Common Stock beneficially owned by Mr.
Cranberg:
(i) 4,203,106 shares were issued to Aspect Resources LLC
("Aspect") 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"). The shares of Common Stock issued pursuant to the
Acquisition Agreement were issued in exchange for Aspect's
interests in oil and gas exploration projects.
(ii) 18,750 shares are issuable to Aspect upon the exercise of
warrants issued to Aspect in connection with certain financing
transactions.
(iii) 165,000 shares of Common Stock were purchased by Aspect on
July 21, 1998 in a public offering of Common Stock by the
Company. The aggregate purchase price for such shares was
$660,000. Aspect purchased such shares using its working
capital.
<PAGE>
Esenjay Exploration, Inc. Page 4 of 6 Pages
SCHEDULE 13D/A-2 October 5, 1999
(iv) 275,000 shares of Common Stock were purchased by Aspect on
September 15, 1999 from Esenjay Petroleum Corporation. The
aggregate purchase price for such shares was $550,000. Aspect
purchased such shares
using its working capital.
(v) 54,112 shares are owned by Susan Morrice, Mr. Cranberg's
spouse. Susan Morrice acquired such shares on September 23,
1999 pursuant to the merger of 3DX Technologies Inc. with and
into the Company. Prior to such merger, Susan Morrice owned
175,867 shares of the common stock of 3DX Technologies, Inc.
Mr. Cranberg purchased the remaining 11,900 shares of Common Stock in the
open market. Mr. Cranberg purchased such shares using his personal funds.
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.
Mr. Cranberg 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.
<PAGE>
Esenjay Exploration, Inc. Page 5 of 6 Pages
SCHEDULE 13D/A-2 October 5, 1999
(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.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aspect beneficially owns an aggregate of 4,661,856 shares of Common
Stock, representing approximately 24.89% 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"). Mr. Cranberg and
his wife own all of the stock of Aspect Management and are the
only directors of that corporation. Mr. Cranberg and other
entities controlled by Mr. Cranberg own approximately ___% of
Aspect. 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 held by Aspect. 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 September 15, 1999, Aspect purchased 275,000 shares of Common
Stock in a private transaction. In addition, on September 23, 1999,
Susan Morrice acquired 54,112 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.
(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-2.
(e) Not Applicable.
<PAGE>
Esenjay Exploration, Inc. Page 6 of 6 Pages
SCHEDULE 13D/A-2 October 5, 1999
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.
The entity that sold Aspect 275,000 shares of Common Stock on September
15, 1999 has a right to repurchase such shares, which right expires on
May 5, 2000 if not exercised on or before such date.
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, 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: October 5, 1999 /S/ ALEX M. CRANBERG
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Alex M. Cranberg
