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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
Charles J. Smith Jeffrey B. Pollicoff
6302 St. Andrews Pollicoff, Smith, Myres & Remels, L.L.P.
Corpus Christi, Texas 78413 One Greenway Plaza, Suite 300
(361) 992-6773 Houston, Texas 77046
________________________________________________________________________________
(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 PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. Smith
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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 86,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,896,415
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 86,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,896,415
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,982,415
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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 26.60% based upon 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 Common are located at 1100 CCNB Center South, 500 Water
Street, Suite 1100, Corpus Christi, Texas 78471.
Item 2. IDENTITY AND BACKGROUND
(a) Charles J. Smith ("Smith")
(b) Business Address: 6302 St. Andrews
Corpus Christi, Texas 78413
(c) Principal Business Activity: Oil and gas exploration
(d) - (e) During the last five year, Smith 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 4,982,415 shares of Common Stock beneficially owned by Mr. Smith:
(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 interests in oil and gas exploration projects.
(ii) 12,500 shares are issuable to EPC upon the exercise of warrants issued
to Aspect in connection with certain financing transactions.
(iii) 82,500 shares of Common Stock were purchased by Mr. Smith on July 16,
1998 using his personal funds.
(iv) 3,500 shares of Common Stock were purchased by Mr. Smith on July 8,
1998 using his personal funds.
(v) 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.
(vi) 275,000 shares of Common Stock were sold by EPC on September 15,
1999. The aggregate sale 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 Smith have 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) No 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) No 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. Smith
owns 50% of the issued and outstanding Common Stock EPC. Mr. Smith and Michael
E. Johnson are the only directors and executives officers of EPC. By reason of
his stock ownership in EPC, Smith may be deemed to possess, indirectly, sole or
shared power to vote and dispose of the Common Stock. Mr. Smith 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. Smith
disclaims such beneficial 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 agreement (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 disclosed 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 stockholder 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 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/ Charles J. Smith
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(Signature)
Charles J. Smith
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(Name/Title)
