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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934.
CONTOUR ENERGY CO.
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(Name of Subject Company Issuer)
CONTOUR ENERGY CO. (Offeror and Issuer)
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(Names of Filing Persons (identifying status as offeror, issuer or other
person))
$2.625 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, $1.50 PAR VALUE
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(Title of Class of Securities)
21220C202
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(CUSIP Number of Class of Securities)
Rick G. Lester
Contour Energy Co.
601 Jefferson, Suite 1100
Houston, TX 77002
(713) 652-5200
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(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)
With copies to:
Charles H. Still
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010-3095
(713) 651-5151
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$5,119,398.70 $1,024
* Set forth the amount on which the filing fee is calculated and state
how it was determined. -- Based upon the last trade price of the securities
to be acquired on the OTC Bulletin Board on May 15, 2000, pursuant to SEC
Rule 0.11.
[X] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $1,352
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Form or Registration No.: Registration Statement on Form S-4
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Filing Party: Contour Energy Co.
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Date Filed: 18 May 2000
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[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] THIRD-PARTY OFFER SUBJECT TO RULE 14D-1.
[X] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[X] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates
to the consent solicitation by Contour Energy Co., a Delaware corporation (the
"Company"), to reclassify 1,365,173 shares of $2.625 convertible exchangeable
preferred stock into 1,365,173 shares of common stock and 1,365,173 shares of
redeemable transition preferred stock, redeemable upon issue for cash at a
redemption price of $3.50 per share (the "Reclassification"). The Consent
Solicitation Statement relating to the Reclassification is included in a
Registration Statement on Form S-4 (the "S-4") filed immediately before this
Schedule TO and is incorporated herein by reference to that S-4. The tender
offer disclosed on this Schedule TO involves a going-private transaction,
subject to Rule 13e-3 as promulgated under the Securities Exchange Act of 1934.
The transaction statement on Schedule 13E-3 is filed under cover of this
Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
See Item 1 under the heading "Item 13. Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 2. SUBJECT COMPANY INFORMATION.
See Item 2 under the heading "Item 13 Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
See Item 3 under the heading "Item 13 Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The material terms of the Reclassification are described in the
Consent Solicitation Statement under the headings "Summary of Terms of the
Reclassification", "The Reclassification", "Consent Solicitation Proposal" and
"General Information Concerning Consents".
(b) Information related to securities purchased from any officer,
director or affiliate of the Company in the Reclassification is set forth in the
Consent Solicitation Statement under the headings "Statement Summary " and
"Consent Solicitation Proposal".
See also Item 4 under the heading "Item 13 Information Required by
Schedule 13E-3" of this Schedule TO.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
See Item 5 under the heading "Item 13 Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Information related to the purposes of the Reclassification is
set forth under the headings "Statement Summary - Purposes and Effects of the
Reclassification" and "The Reclassification - Purposes and Effects of the
Reclassification" in the Consent Solicitation Statement and is incorporated by
reference herein.
(b) The preferred stock will be eliminated as a result of the
reclassification. The information set forth under the headings "Statement
Summary", "The Reclassification" and "Consent Solicitation Proposal" in the
Consent Solicitation Statement is incorporated by reference herein.
(c) The information set forth under the headings "Statement
Summary", "Risk Factors - Risk Factors for Holders of Old Preferred Stock", the
"Reclassification" and "Consent Solicitation Proposal" in the Consent
Solicitation Statement is incorporated by reference herein.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Information related to the source of funds used in the
Reclassification is set forth under the headings "Statement Summary", "The
Reclassification" and "General Information Concerning Consents" in the Consent
Solicitation Statement incorporated by reference herein.
(b) Not applicable.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
See Item 11 under the heading "Item 13 Information Required by Schedule
13E-3" of this Schedule TO.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
See Item 14 under the heading "Item 13 Information Required by Schedule
13E-3" of this Schedule TO.
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ITEM 10. FINANCIAL STATEMENTS.
The financial information set forth under the headings "Summary
Financial Information", "Unaudited Pro Forma Consolidated Financial
Information", "Selected Consolidated Financial Information" and "Financial
Statements" in the Consent Solicitation Statement is incorporated by reference
herein.
ITEM 11. ADDITIONAL INFORMATION.
We are not aware of any regulatory requirements which must be
complied with or approvals that must be obtained to complete the
Reclassification. The information set forth under the headings "Business and
Properties - Legal Proceedings" and "Certain Relationships and Related
Transactions" in the Consent Solicitation Statement IS incorporated by reference
herein.
ITEM 12. EXHIBITS.
Each of the following documents is incorporated herein by reference to
the S-4.
(a) Consent Solicitation Statement.
(b) Form of Consent and related documents (attached as Exhibit 99.1 to
the S-4).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Listed below is information required by Schedule 13E-3 that is not
included or covered by the items in Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under the heading "Summary of Terms of the
Reclassification" in the Consent Solicitation Statement is incorporated by
reference herein.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The executive offices of Contour Energy Co. are located at 601
Jefferson Street, Suite 1100, Houston, Texas 77002, and the telephone number is
(713) 652-5200.
(b) Information related to the subject class of securities is set forth
under the headings "Statement Summary - Conditions to the Reclassification and
Consent Requirements" and "The Reclassification - Conditions to the
Reclassification" in the Consent Solicitation Statement and is incorporated by
reference herein.
(c) Information related to trading market and prices is set forth under
the heading "Trading and Market Prices" in the Consent Solicitation Statement
and is incorporated by reference herein.
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(d) Information related to the frequency and amount of dividends paid
during the past two years is set forth under the headings "Risk Factors" and
"Trading and Market Prices" in the Consent Solicitation Statement and is
incorporated by reference herein.
(e) Not applicable.
(f) Information related to prior stock purchases by the Company is set
forth under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operation-General-Other Developments" in the Consent
Solicitation Statement and is incorporated by reference herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a) The information set forth under the headings "Statement Summary -
The Company", "Business and Properties", "Management" and "Security Ownership"
in the Consent Solicitation Statement is incorporated by reference herein.
(b) The information set forth under the heading "Security Ownership" in
the Consent Solicitation Statement is incorporated by reference herein.
(c) The information set forth under the headings "Management" and
"Security Ownership" in the Consent Solicitation Statement is incorporated by
reference herein. None of the natural persons specified under the headings
"Management" and "Security Ownership" in the Consent Solicitation Statement have
been convicted in a criminal proceeding during the past five years or were a
party to any judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to federal or state
securities laws, or a finding of any violation of federal or state securities
laws.
ITEM 4. TERMS OF THE TRANSACTION.
(c) Not applicable.
(d) No appraisal rights are available to holders of the Company's
preferred stock with respect to the Reclassification.
(e) Not applicable.
(f) The information set forth under the heading "Statement Summary" and
"Trading and Market Prices" in the Consent Solicitation Statement is
incorporated by reference herein.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth under the heading "Certain Relationships
and Related Transactions" in the Consent Solicitation Statement is incorporated
by reference herein.
(b) There were no negotiations, transactions or material contacts
related to significant events, as described in Item 1005(b) of Regulation M-A,
during the past two years between the filing person (including subsidiaries of
the filing person and any person specified in Instruction C of this Schedule TO)
and the Company or its affiliates.
(c) There were no negotiations or material contacts related to
significant events, as described in Item 1005(b) of Regulation M-A, during the
past two years between (i) any affiliates of the Company or (ii) the Company or
any of its affiliates and any person not affiliated with the Company who would
have a direct interest in such matters.
(e) Information related to the giving of consents is set forth under
the headings "Statement Summary-Explanation of the Transaction", the
"Reclassification" and "Consent Solicitation Proposal" in the Consent
Solicitation Statement is incorporated by reference herein.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Information related to the purposes of the Reclassification is set
forth under the headings "Statement Summary - Purposes and Effects of the
Reclassification" and "The Reclassification - Purposes and Effects of the
Reclassification" in the Consent Solicitation Statement and is incorporated by
reference herein.
(b) As disclosed in the Consent Solicitation Statement under the
heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations", the Company began an offer to exchange 1.5 shares of Common
Stock for each share of Existing Preferred Stock in June 1999. Only 21% of the
Existing Preferred Stock was tendered.
(c) Information related to the reasons for the structure of the
Reclassification is set forth under the headings "Statement Summary - Background
of the Reclassification" and "The Reclassification - Background" in the Consent
Solicitation Statement and is incorporated by reference herein.
(d) Information related to the effects of the Reclassification on the
Company, its affiliates, and unaffiliated security holders, including the
federal income tax consequences of the Reclassification is set forth under the
headings "Statement Summary", "Risk Factors", "The Reclassification", "Certain
Federal Income Tax Considerations" and "Certain Bankruptcy and Insolvency
Considerations".
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ITEM 8. FAIRNESS OF THE GOING PRIVATE TRANSACTION.
(a) The Company reasonably believes that the Reclassification is fair
to the unaffiliated holders of preferred stock under current circumstances.
(b) The information under the heading "The Reclassification-Background"
in the Consent Solicitation Statement is incorporated by reference herein.
(c) As described in "Statement Summary," and "Consent Solicitation
Proposal," the Reclassification requires the consent of holders of two-thirds of
the Existing Preferred Stock.
(d) A majority of non-employee directors of the Company have not
retained an unaffiliated representative to act solely on behalf of unaffiliated
security holders for purposes of negotiating the terms of the Reclassification
or preparing a report concerning the fairness of the Reclassification.
(e) The non-employee directors of the Company unanimously approved the
Reclassification.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
In making its determination that the Offer is fair, from a financial
view, to Holders of the Existing Preferred Stock, the Board did not seek, nor
did it receive, an opinion from an investment bank or other financial adviser or
third party. The Offer was approved by the Board of Directors of the Company at
a meeting held May 17, 2000.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER COMPENSATION.
(e) Information related to expenses incurred in connection with the
Reclassification is set forth under the heading "General Information Concerning
Consents - Expenses of Solicitation" in the Consent Solicitation Statement and
is incorporated by reference herein.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Information related to the beneficial ownership of the subject
securities is set forth under the heading "Security Ownership" in the Consent
Solicitation Statement and is incorporated by reference herein.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) Information related to knowledge by the Company of how any
executive officer, director or affiliate of the Company or any person specified
in Instruction C of Schedule TO intends to vote
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their capital stock is set forth under the headings "Statement Summary" and
"Consent Solicitation Proposal" in the consent Solicitation Statement and is
incorporated by reference herein.
(e) As disclosed in the "Consent Solicitation Proposal" section of the
Consent Solicitation Statement, the Board of Directors has unanimously declared
the advisability of the Reclassification Amendment.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth under the heading "General Information
Concerning Consents" in the Consent Solicitation Statement is incorporated by
reference herein.
(b) The information set forth under the heading "General Information
Concerning Consents" in the Consent Solicitation Statement is incorporated by
reference herein.
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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.
By: /S/ RICK G. LESTER
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Rick G. Lester, Senior Vice President
Dated May 18, 2000
