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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 4)
TRANSACTION STATEMENT
(Pursuant to Section 13(e) 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
(Titles of Classes of Securities)
487-736-AA8
(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
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
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This Amendment No. 4 (the "Amendment") supplements and amends the
information set forth in a Transaction Statement on Schedule 13E-3 filed with
the Securities and Exchange Commission on April 19, 1999 and amended on May 7,
1999, May 10, 1999 and May 13, 1999 (as further amended hereby, this "Schedule
13E-3") 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
"Securities"), at an aggregate purchase price of approximately $15.8 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 Letter of
Transmittal (the "Letter of Transmittal"; the Offer to Purchase 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 $17,163,000
principal amount of the Securities was validly tendered (or, in the case of
$565,000 principal amount, tendered pursuant to the guaranteed delivery
procedures provided for in the Offer) and not withdrawn. On May 17, 1999, the
Company accepted all tendered Securities and deposited an amount with the
Depositary sufficient to pay the Purchase Price (including interest thereon
through May 18, 1999) for all Securities tendered.
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 19, 1999
KELLEY OIL & GAS CORPORATION
By: /s/ RICK G. LESTER
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Rick G. Lester,
Chief Financial Officer
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