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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
(AMENDMENT NO. 1)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
KELLEY OIL & GAS CORPORATION
(Name of Issuer)
KELLEY OIL & GAS CORPORATION
(Name of Person Filing Statement)
8 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000
7 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 1999
(Titles of Classes of Securities)
487-736-AA8
487-736-AB6
(CUSIP Numbers of Classes of Securities)
JOHN F. BOOKOUT
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
KELLEY OIL & GAS CORPORATION
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
APRIL 19, 1999
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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This Amendment No. 1 (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 April 19, 1999 (as amended,
this "Schedule 13E-4") relating to the offer by Kelley Oil & Gas Corporation, a
Delaware corporation (the "Company"), to purchase up to $26.9 million principal
amount of the Company's 8 1/2% Convertible Subordinated Debentures due April 1,
2000 (the "8 1/2% Debentures") and $34.1 million principal amount of the
Company's 7 7/8% Convertible Subordinated Notes due December 15, 1999 (the
"7 7/8% Notes", and together with the 8 1/2% Debentures the "Securities"), at an
aggregate purchase price of approximately $36.0 million, plus accrued and unpaid
interest thereon to the date of repurchase, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 19, 1999 (the "Offer
to Purchase"), and in the related Letters of Transmittal (the "Letters of
Transmittal"; the Offer to Purchase and the Letters of Transmittal,
collectively, as amended or supplemented from time to time, the "Offer"). On May
7, 1999, the Company issued a press release (the "Press Release") to waive the
minimum-tender condition of the Offer. The Offer to Purchase, the Letters of
Transmittal and the Press Release are filed herewith as Exhibits (a)(1), (a)(2),
(a)(3) and (a)(11) hereto.
The following items are amended to read in their entirety as follows:
ITEM 8. ADDITIONAL INFORMATION.
(a) To the best of the Company's knowledge, none of its executive officers,
directors, or affiliates is a party to any material contract, arrangement,
understanding, or relationship between such person and the Company that is
material to a decision by a Holder of Securities whether to hold or tender the
Securities in the Offer.
(b) Information with respect to applicable regulatory requirements is set
forth in "Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase,
which is incorporated by reference herein.
(c) Not applicable.
(d) There are no material legal proceedings related to the Offer.
(e) The Offer to Purchase, as supplemented by the Supplement to Offer to
Purchase filed as exhibit (a)(10) to this Schedule 13E-4 and by the Press
Release filed as exhibit (a)(11) to this Schedule 13E-4, and Letters of
Transmittal are incorporated in their entirety into this Schedule 13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Except as indicated otherwise, each of the following documents was
previously filed with this Schedule 13E-4.
(a) (1) Form of Offer to Purchase dated April 19, 1999.
(2) Form of Letter of Transmittal for the 8 1/2% Debentures dated
April 19, 1999; together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(3) Form of Letter of Transmittal for the 7 7/8% Notes dated April 19,
1999, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(4) Form of Notice of Guaranteed Delivery for the 8 1/2% Debentures.
(5) Form of Notice of Guaranteed Delivery for the 7 7/8% Notes.
(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies, and Other Nominees dated April 19, 1999 for the 8 1/2%
Debentures.
(7) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated April 19, 1999 for the 7 7/8% Notes.
(8) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees dated April 19, 1999 for the
8 1/2% Debentures.
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(9) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees dated April 19, 1999 for the
7 7/8% Notes.
(10) Supplement to Offer to Purchase.
(11)* Press Release of the Company dated May 7, 1999.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Filed herewith
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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 May 7, 1999
KELLEY OIL & GAS CORPORATION
By: /s/ RICK G. LESTER
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Rick G. Lester,
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
</TABLE>
Except as indicated otherwise, each of the following documents was
previously filed with this Schedule 13E-4.
<TABLE>
<C> <S>
(a)(1) -- Form of Offer to Purchase dated April 19, 1999.
(2) -- Form of Letter of Transmittal for the 8 1/2% Debentures
dated April 19, 1999; together with Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9.
(3) -- Form of Letter of Transmittal for the 7 7/8% Notes dated
April 19, 1999, together with Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9.
(4) -- Form of Notice of Guaranteed Delivery for the 8 1/2%
Debentures.
(5) -- Form of Notice of Guaranteed Delivery for the 7 7/8%
Notes.
(6) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies, and Other Nominees dated April 19, 1999
for the 8 1/2% Debentures.
(7) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated April 19, 1999
for the 7 7/8% Notes.
(8) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies, and Other Nominees
dated April 19, 1999 for the 8 1/2% Debentures.
(9) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
dated April 19, 1999 for the 7 7/8% Notes.
(10) -- Supplement to Offer to Purchase.
(11)* -- Press Release of the Company dated May 7, 1999.
</TABLE>
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* Filed herewith
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KELLEY OIL & GAS CORPORATION WAIVES MINIMUM TENDER CONDITION IN ITS CASH TENDER
OFFER FOR 8 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2000 AND 7 7/8%
CONVERTIBLE SUBORDINATED NOTES DUE 1999
HOUSTON, TEXAS-May 7, 1999-KELLEY OIL & GAS CORPORATION (Nasdaq SmallCap: KOGC)
announced today that, in connection with its previously announced cash tender
offer for all of its outstanding 8 1/2% Convertible Subordinated Debentures due
2000 (the "Debentures") and all of its outstanding 7 7/8% Convertible
Subordinated Notes due 1999 (the "Notes"), it has waived the condition that a
minimum of $55 million principal amount of the Debentures and the Notes be
tendered in the offer. The offer remains subject to substantial closing
conditions, including receipt by Kelley of the net proceeds from Kelley's
previously announced pending exploration and development agreement and from
Kelley's previously announced offering of 14% Senior Secured Notes due 2003
maturing at 105% of the stated principal amount, which are in turn conditioned
on the receipt by Kelley of an unqualified opinion from its independent public
accountants on Kelley's March 31, 1999 financial statements. While the minimum
condition is hereby waived, there can be no assurance that acceptance of the
offer from the holders of less than a substantial portion of the Debentures and
the Notes will permit Kelley to obtain an unqualified opinion, although the
exact level of necessary acceptances cannot be determined at present since an
auditor's judgment with regard to Kelley's ability to continue as a going
concern will have to be made at the time of rendering an opinion on the March
31 financial statements.
Subject to the terms and conditions of the offer, Kelley is offering to
purchase the Debentures and the Notes at a price of $590 per $1,000 principal
amount tendered, plus accrued and unpaid interest to, but not including, the
payment date. Kelley's offer to purchase the Debentures and the Notes will
expire at 12:01 a.m., New York City time, on Saturday, May 15, 1999, unless
extended. The Dealer Manager for the transaction is Jefferies & Company, Inc.
and the Information Agent is D.F. King & Co., Inc.
Kelley is an independent exploration and production company with oil and gas
properties located primarily in Louisiana. Kelley Oil & Gas Corporation common
stock and preferred stock are traded on the NASDAQ SmallCap Market under the
symbols KOGC and KOGCP.
Cautionary Statement as to Forward-Looking Information
Statements made herein (as well as information included in oral or other
written statements made or to be made by Kelley or its representatives) that
are forward-looking in nature are intended to be "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, relating to
matters such as anticipated operating and financial performance, business
prospects, developments and results of operations. Actual performance,
prospects, developments and results may differ materially from any or all
anticipated results due to economic conditions and other risks, uncertainties
and circumstances partly or totally outside the control of Kelley, including
rates of inflation, natural gas prices, uncertainty of reserve estimates, rates
and timing of future production of oil and gas, exploratory and development
activities, acquisition risks, changes in the level and timing of future costs
and expenses related to drilling and operating activities and those risk
factors described in Kelley's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
Words such as "anticipates," "believes," "estimates," "expects," "projects" and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements include the risk factors described above and more
fully in the Kelley's Form 10-K mentioned above.
