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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
(AMENDMENT NO. 4)
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. 4 (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 and amended
on May 7, 1999, May 10, 1999 and May 13, 1999 (as further amended hereby, 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"). This
Amendment reports the final results of the transaction reported on the Schedule
13E-4. In response to the Offer, an aggregate of $28,953,000 principal amount of
the 7 7/8% Notes was validly tendered and not withdrawn, and an aggregate of
$17,163,000 principal amount of the 8 1/2% Debentures 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
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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