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
ASPECT RESOURCES LLC
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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
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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
COLORADO
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,661,856
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,661,856
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,661,856
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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 24.89%, BASED UPON 18,730,049 SHARES OF COMMON
STOCK OUTSTANDING.
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14 TYPE OF REPORTING PERSON
00
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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) 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 4,661,856 shares of Common Stock owned by Aspect:
(i) 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"). The shares of Common Stock
issued pursuant to the Acquisition Agreement were issued in
exchange for interests in oil and gas exploration projects.
(ii) 18,750 shares are issuable 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 by Aspect 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 in a private transaction. The aggregate
purchase price for such shares was $550,000. Aspect purchased
such shares using its working capital.
Item 4. PURPOSE OF TRANSACTION
Aspect acquired its Common Stock in connection with those transactions
detailed at Item 3.
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-2 October 5, 1999
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"). 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 62% 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 September 15, 1999, Aspect purchased 275,000 shares of Common
Stock in a private transaction.
(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.
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 5,
1999 has a right of repurchase such shares, which right expires on
May 5, 2000 if not exercised on or before such date.
<PAGE>
Esenjay Exploration, Inc. Page 6 of 6 Pages
SCHEDULE 13D/A-2 October 5, 1999
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 ASPECT RESOURCES LLC
By: Aspect Management Corporation
Its Manager
/S/ ALEX M. CRANBERG
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By: Alex M. Cranberg
Title: President
