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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sonat Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
835415000
--------------
(CUSIP Number)
Joseph Romano
Two Houston Center
909 Fannin, Suite 2910
Houston, Texas 77010
(713) 739-0836
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 26, 1998
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(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 [ ].
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).
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SCHEDULE 13D
CUSIP NO. 835415000
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1 NAME OF REPORTING PERSON
Michael Zilkha
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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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*
OO
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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 of America
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7 SOLE VOTING POWER
NUMBER OF 9,219,664 shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,219,664 shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,219,664 shares
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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)
8.4% (based upon the number of shares outstanding on January 30, 1998, as
reported on the Issue's 1997 Form 10-K)
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
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INTRODUCTORY STATEMENT
On January 30, 1998, as a result of the consummation of the
transactions contemplated by the Agreement and Plan of Merger, dated as of
November 22, 1997, between Sonat Inc. (the "Company") and Zilkha Energy Company,
a Delaware corporation, Michael Zilkha (the "Reporting Person"), the Selim K.
Zilkha Trust and the Selim K. Zilkha (1996) Annuity Trust (the "Annuity Trust")
received an aggregate of 24,158,380 shares of common stock, par value $1.00 per
share, of the Company ("Company Common Stock"). On February 3, 1998, the
Reporting Person, the Selim K. Zilkha Trust and the Annuity Trust jointly filed
Amendment No. 1 to Schedule 13D with the Securities and Exchange Commission
reporting their acquisition of such shares and terminating their status as a
"group" for purposes of Section 13D. The Annuity Trust was a grantor retained
annuity trust and pursuant to its terms, was terminated on March 29, 1998,
pending distribution of the shares of Company Common Stock and cash held by the
trust. As a result of the termination of the Annuity Trust, on May 26, 1998,
1,123,259 of the 1,135,038 shares of Company Common Stock owned by the Annuity
Trust were distributed to the Reporting Person, and the remaining 11,779 shares
of Company Common Stock were distributed to Selim K. Zilkha. This Amendment No.
2 to Schedule 13D is being filed by the Reporting Person individually to report
his acquisition of such shares of Company Common Stock as a result of the
termination of the Annuity Trust, his acquisition of 2,000 restricted shares of
Company Common Stock on April 1, 1998 pursuant to the Company's Restricted Stock
Plan for Directors, as well as his sale of 500,000 shares of Company Common
Stock during April 1998.
Except as specifically provided herein, this Amendment No. 2 does not
modify any of the information previously reported on Amendment No. 1 to this
Schedule 13D, including information with respect to the persons other than the
Reporting Person.
ITEM 2. IDENTITY AND BACKGROUND
The information required to be filed in response to paragraphs (a),
(b) and (c) of Item 2 with respect to the Reporting Person is hereby amended and
restated as set forth on Schedule I.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not been, during the last five years, a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person was or is subject to a
judgement, 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) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented as follows:
As a result of the termination of the Annuity Trust, the Reporting
Person, as a beneficiary of the Annuity Trust at the time it was terminated,
received 1,123,259 shares of Company Common Stock on May 26, 1998. No
consideration was paid by the Reporting Person in order to acquire such shares.
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ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented to include the following:
On March 29, 1998, the annuity period of the Annuity Trust expired. As
a result, the Reporting Person, as a beneficiary of the Annuity Trust at the
time it was terminated, received 1,123,259 shares of Company Common Stock on May
26, 1998. These shares, together with the Reporting Person's acquisition of
2,000 shares of Company Common Stock and sale of 500,000 shares of Company
Common Stock during April 1998, are the subject of this Amendment No. 2 to
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated only with respect to the
Reporting Person's interest in securities of the Company as follows:
(a) The Company reported in its Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 that it had outstanding on January 30, 1998
an aggregate of 109,960,050 shares of Company Common Stock. As of the date of
this Amendment No. 2 to Schedule 13D, the Reporting Person beneficially owns
9,219,664 shares, or approximately 8.4% of the outstanding shares of Company
Common Stock.
(b) The number of shares of Company Common Stock as to which there is
sole power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or direct the disposition for the
Reporting Person is set forth on the cover page of this Amendment No. 2 to
Schedule 13D, and such information is incorporated herein by reference.
(c) On April 1, 1998, the Reporting Person was granted 2,000
restricted shares of Company Common Stock pursuant to the Company's Restricted
Stock Plan for Directors. During April 1998, the Reporting Person sold an
aggregate of 500,000 shares of Company Common Stock in open market transactions
on the New York Stock Exchange. More detailed information regarding such
transactions, including the dates thereof, the amounts sold and the prices at
which such shares were sold, is set forth in Schedule II attached hereto.
(d) The Reporting Person has the right to receive the dividends from,
and the proceeds from the sale of, the shares of Company Common Stock reported
by such person on the cover page of this Amendment No. 2 to Schedule 13D.
(e) Not applicable.
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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: May 27, 1998
/s/ MICHAEL ZILKHA
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Michael Zilkha
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SCHEDULE I
NAME BUSINESS ADDRESS OCCUPATION
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Michael Zilkha Two Houston Center Investor
909 Fannin, Suite 2910
Houston, Texas 77010
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SCHEDULE II
DATE NUMBER OF SHARES SOLD PRICE
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4/30/98
4/30/98 31,700 43 1/4
4/30/98 12,500 43 5/16
4/30/98 4,000 43 3/8
4/29/98 1,800 43 1/2
4/29/98 26,500 42 7/8
4/29/98 67,200 43 1/8
4/29/98 5,000 43 1/16
4/28/98 227,800 43
4/28/98 54,000 43
69,500 42 7/8
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