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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Queen Sand Resources, Inc.
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(Name of Issuer)
Common Stock, par value $.0015 per share
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(Title of Class of Securities)
747927 10 1
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(CUSIP Number)
Julia Heintz Murray, General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-4794
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 2, 1998
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 747927 10 1
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joint Energy Development Investments Limited Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
N/A (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,009,600
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,009,600
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,009,600
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
33.12%
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TYPE OF REPORTING PERSON
14
PN
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SCHEDULE 13D
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CUSIP NO. 747927 10 1
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
N/A (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Oregon
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,009,600
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,009,600
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,009,600
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
33.12%
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TYPE OF REPORTING PERSON
14
CO
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Item 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.0015 per share
(the "Common Stock"), of Queen Sand Resources, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 3500
Oak Lawn, Suite 380, L.B. #31, Dallas, Texas 75219-4398.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 27, 1997, JEDI purchased 9,600,000 shares of the Issuer's Series A
Participating Convertible Preferred Stock (the "Preferred Stock"), each of which
is convertible at the option of the holder into one share of Common Stock
(subject to antidilution adjustments), and warrants to purchase 409,839 shares
of Common Stock (subject to antidilution adjustments) for consideration
consisting of (i) $5,000,000 in cash and (ii) the execution and delivery of an
Earn Up Agreement (the "Earn Up Agreement") pursuant to which JEDI could
originally could have been required to pay to the Issuer up to an additional
$9,400,000 in cash. As a result of the resolution of contingencies specified in
the Earn Up Agreement, no additional amounts are payable pursuant to the Earn Up
Agreement.
In connection with the transactions described above, the Issuer granted to
JEDI the right (the "Maintenance Right") to purchase shares of Common Stock (or
securities convertible into or exercisable for Common Stock) sufficient to
maintain its proportionate interest in the Issuer on the same terms as the
Issuer proposes to issue such securities. Until December 31, 1998, in the event
that JEDI elects not to exercise its Maintenance Right, the Issuer is required
to issue to JEDI a one-year warrant to purchase the securities that the
Maintenance Right would have entitled JEDI to purchase. The Maintenance Right
terminates if JEDI owns beneficially less than 10% of the outstanding voting
stock of the Issuer and in certain other circumstances. Pursuant to the
Maintenance Right, JEDI has purchased a total of 2,634,952 shares of Common
Stock of the Issuer for cash consideration totaling $7,057,126. The source of
such funds was working capital of JEDI.
ITEM 4. PURPOSE OF TRANSACTION.
The transactions described in Item 3 above occurred as a result of
negotiated transactions with the Issuer. The securities acquired by JEDI were
acquired for investment purposes. JEDI intends to review its investment in the
Issuer on a continuing basis and, depending upon the price of, and other market
conditions relating to, the Common Stock, subsequent developments affecting the
Issuer, the Issuer's business and prospects, other investment and business
opportunities available to JEDI, general stock market and economic conditions,
tax considerations and other factors deemed relevant, may decide to increase or
decrease the size of its investment in the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
JEDI beneficially owns (within the meaning of Rule 13d-3) and has the power
to vote and dispose of 14,009,600 shares of Common Stock, representing
approximately 33.12% of the shares of Common Stock outstanding. The shares
beneficially owned consist of 9,600,000 shares issuable upon conversion of the
Preferred Stock; 2,634,952 shares of outstanding Common Stock; and warrants to
purchase 1,774,648 shares of Common Stock.
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On December 29, 1997, the Issuer and ECT entered into a Subordinated
Revolving Credit Loan Agreement (the "Loan Agreement"). While no advances have
been made under the Loan Agreement, any future advances made thereunder may be
exchanged, in certain circumstances, after January 14, 1999, for Common Stock of
the Issuer at discounts from the Average Closing Price (as defined) of the
Common Stock up to 15%.
Except as described herein, none of the Reporting Entities, nor, to their
knowledge, ECMLP, ECC, ECT has effected any transactions in any shares of Common
Stock during the past sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
October 6, 1998 JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general partner
By: /s/ Peggy B. Menchaca
--------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CORP.
By: /s/ Peggy B. Menchaca
---------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
