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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 & Remels, L.L.P.
500 Water Street, Suite 1100 One Greenway Plaza, Suite 300
Corpus Christi, Texas 78471 Houston, Texas 77046
(361) 883-7464 (713) 622-6866
________________________________________________________________________________
(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
Esenjay Petroleum Corporation
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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
Texas
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SOLE VOTING POWER
7
NUMBER OF 4,896,415
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,896,415
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,896,415
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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 26.14% based upon 18,730,049 shares of common stock
outstanding
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TYPE OF REPORTING PERSON*
14
CO
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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. IDENTIFY AND BACKGROUND.
(a) Esenjay Petroleum Corporation ("EPC")
(b) State of Organization: Texas
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, EPC 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 4,896,415 shares of Common Stock owned by EPC: (i) 5,165,260 shares
were issued pursuant to an Acquisition Agreement and Plan of Exchange dated as
of January 13, 1998 among the Company, EPC and Aspect Resources LLC. (the
"Acquisition Agreement"), a copy of which is attached hereto as Exhibit A. The
shares of Common Stock issued pursuant to the Acquisition Agreement were issued
in exchange for interests in oil and gas exploration projects; (ii) 12,500
shares are issuable upon the exercise of warrants issued to EPC in connection
with certain financing transactions; (iii) 275,000 shares of Common Stock were
sold on September 15, 1999 to a significant shareholder of the Company. The
aggregate sales price for such shares was $550,000, (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.
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 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;
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(d) the Company held a special meeting of its shareholders (the "Special
Meeting") on May 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 and Charles J. Smith each owns 50% of the issued and outstanding
Common Stock of EPC. Messrs. Johnson and Smith are the only directors of EPC By
reason of their stock ownership in EPC, Messrs. Johnson and Smith may be deemed
to possess, indirectly, sole or 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 EPC has
beneficial ownership of the Common Stock;
(c) On September 15, 1999, EPC sold 275,000 shares of Common Stock of the
Company in a private transaction with a significant shareholder of the Company.
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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(d) Messrs. Smith and Johnson 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 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 rights to participate in registrations initiated by the
Company or, under certain conditions, another party.
On September 15, 1999 EPC sold 275,000 shares of Common Stock 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.
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.*
EXHIBIT B: Registration Rights Agreement dated May 14, 1998 by and among
the Company, EPC and Aspect Resources LLC.**
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set froth in this statement is true, complete and
correct.
Date: October 20, 1999 ESENJAY PETROLEUM CORPORATION
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(Date)
/s/ MIchael E. Johnson
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(Signature)
Michael E. Johnson/ President
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(Name/Title)
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* (filed as an Exhibit to Schedule 13D dated May 27, 1998)
** (filed as an Exhibit to Schedule 13D dated May 27, 1998)
