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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 3)
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. 3 (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 and May 10, 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"). 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 Letter of Transmittal and the Press Release are incorporated
herein as Exhibits (a)(1), (a)(2) and (a)(7) hereto. Certain information
required to be reported in this Schedule 13E-3 is being incorporated by
reference to a Schedule 13E-4 relating to the Offer and filed by the Company on
April 19, 1999 and amended on May 7, 1999 and on May 10, 1996 and on May 13,
1999 (as amended, the "Schedule 13E-4"). This amendment reflects a change to the
"Fees and Expenses" Section of the Offer to Purchase appearing on page 26 of the
Offer to Purchase.
The following items are amended in their entirety to read as follows:
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Each of the following documents has been or is being filed with the
Schedule 13E-4 and is incorporated herein by reference.
(d) (1) Offer to Purchase dated April 19, 1999, as amended.
(2) Form of Letter of Transmittal for the Securities dated April 19,
1999; together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(3) Form of Notice of Guaranteed Delivery for the Securities.
(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and
Other Nominees dated April 19, 1999 for the Securities.
(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees dated April 19, 1999 for the
Securities.
(6) Supplement to Offer to Purchase.
(7) 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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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 12, 1999
KELLEY OIL & GAS CORPORATION
By: /s/ RICK G. LESTER
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Rick G. Lester,
Chief Financial Officer
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