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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
CONTOUR ENERGY CO.
(Name of Issuer)
CONTOUR ENERGY CO.
(Name of Person Filing Statement)
$2.625 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK,
PAR VALUE $1.50 PER SHARE
(Titles of Classes of Securities)
487906-20-8
(CUSIP Number of Class of Securities)
JOHN F. BOOKOUT
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
CONTOUR ENERGY CO.
601 JEFFERSON, SUITE 1100
HOUSTON, TEXAS 77002
(713) 652-5200
(Name, Address and Telephone Number of Person Authorized To Receive Notices
and Communications On Behalf of the Person(s) Filing Statement)
With a Copy to:
CHARLES L. STRAUSS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
JUNE 28, 1999
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 2 (this "Amendment") supplements and amends the
information set forth in an Issuer Tender Offer Statement on Schedule 13E-4
filed with the Securities and Exchange Commission on June 28, 1999 and amended
on July 27, 1999 (as further amended hereby, this "Schedule 13E-4") relating to
the offer by Contour Energy Co. (formerly known as Kelley Oil & Gas
Corporation), a Delaware corporation (the "Company"), to exchange 15 shares of
its Common Stock, par value $.01 per share ("Common Stock"), for each
outstanding share of the Company's $2.625 Convertible Exchangeable Preferred
Stock, par value $1.50 per share ("Preferred Stock"), validly tendered, upon the
terms and subject to the conditions set forth in the Offer to Exchange dated
June 28, 1999 (the "Offer to Exchange"), and in the related Letter of
Transmittal (the "Letter of Transmittal"; the Offer to Exchange and the Letter
of Transmittal, collectively, as amended or supplemented from time to time, the
"Offer"). This Amendment reports the final results of the transaction reported
on the Schedule 13E-4. In response to the Offer, an aggregate of 368,633 shares
of Preferred Stock were validly tendered and not withdrawn. On July 27, 1999,
the Company accepted all validly tendered shares of Preferred Stock and on July
29, 1999, issued and delivered 5,529,495 shares of Common Stock in exchange
therefor.
SIGNATURE
After due 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 August 3, 1999
CONTOUR ENERGY CO.
By: /s/ RICK G. LESTER
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Rick G. Lester,
Chief Financial Officer
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