SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A-2
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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TEL OFFSHORE TRUST
(Name of Subject Company)
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MAGNUM HUNTER RESOURCES, INC.
(Bidder)
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Units of Beneficial Interest 872382 10 6
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Morgan F. Johnston, Esq.
Vice President, General
Counsel and Secretary
Magnum Hunter Resources, Inc.
600 East Las Colinas Boulevard
Suite 1200
Irving, Texas 75039
(972) 401-0752
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
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Copies to:
David E. Morrison, Esq.
Thompson & Knight, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
(214) 969-1700
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CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$ 14,791,733* $ 2,958.35*
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of up to 2,689,406 Units of beneficial interest (the
"Units") of TEL Offshore Trust, at a price per Unit of $5.50 in cash. Such
number of Units, together with Units owned by Bidder on the date hereof,
represents 60% of the Units issued and outstanding as of November 6, 1997. The
Bidder had previously paid a fee of $2,623.65 based upon the purchase of
2,261,770 Units of beneficial interest (the "Units") of TEL Offshore Trust, at a
price per Unit of $5.80 in cash. In connection with the filing of this amendment
to the Schedule 14D-1, the Bidder is paying an additional fee of $334.70.
<PAGE>
TENDER OFFER
A Tender Offer Statement on Schedule 14D-1 was filed by Magnum Hunter
Resources, Inc., a Nevada corporation ("Purchaser"), on January 28, 1998 in
connection with the offer by Purchaser to purchase 2,261,770 Units of beneficial
interest (the "Units"), of TEL Offshore Trust, a trust created under the laws of
the State of Texas (the "Trust"), or such other number of Units that, together
with the Units owned by Purchaser represents 51% of the Trust's outstanding
Units on the date of purchase, at $5.80 per Unit, net to the seller in cash,
without interest thereon, on the terms and subject to the conditions set forth
in the Offer to Purchase dated January 28, 1998 (the "Offer to Purchase"), and
in the related Letter of Transmittal and any amendments or supplements thereto.
On February 23, 1998, the Purchaser amended its offer by offering to
purchase 2,261,770 Units of the Trust or such other number of Units that,
together with the Units owned by Purchaser represents 51% of the Trust's
outstanding Units on the date of purchase, at a revised purchase price of $5.50
per Unit, net to the seller in cash, without interest thereon, on the terms and
subject to the conditions set forth in the Offer to Purchase(as modified
pursuant to that certain supplemental letter to Unitholders dated February 23,
1998).
On March 13, 1998, Purchaser announced that it has amended the Offer to
change the number of Units that Purchaser will purchase in the Offer to a
minimum of 1,739,104 Units but not more than 2,689,406 Units, representing,
together with the Units currently owned by Purchaser, a minimum of 40% and a
maximum of 60%, of the Trust's outstanding Units on the date of purchase.
Item 1. Security and Subject Company
Item 1(b) is hereby amended as follows:
(b) The information set forth in the supplemental letter to Unitholders,
dated March 13, 1998,(a copy of which has been filed as Exhibit (a)(13)
herein) is incorporated herein by reference.
Item 4. Source and Amount of Funds
As a result of the possible increase in the number of Units that may be
purchased pursuant to the Offer, Purchaser now estimates that the maximum total
amount of funds required to consummate the Offer and to pay related fees and
expenses, assuming the purchase of 2,689,406 Units, will be approximately $15.2
million (excluding the cost of Units purchased by Purchaser in open market
transactions prior to the date of the Offer to Purchase).
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5 is hereby amended as follows:
The information set forth in the supplemental letter to Unitholders, dated
March 13, 1998,(a copy of which has been filed as Exhibit (a)(13) herein)is
incorporated herein by reference.
<PAGE>
Item 11. Material to Be Filed as Exhibits
(a)(l) Offer to Purchase, dated January 28, 1998. Previously filed
and incorporated herein by reference.
(a)(2) Letter of Transmittal. Previously filed and incorporated
herein by reference.
(a)(3) Notice of Guaranteed Delivery. Previously filed and
incorporated herein by reference.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees. Previously filed and incorporated herein
by reference.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. Previously filed
and incorporated herein by reference.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. Previously filed and incorporated
herein by reference.
(a)(7) Form of Summary Advertisement, dated January 28, 1998.
Previously filed and incorporated herein by reference.
(a)(8) Text of Press Release, dated January 28, 1998, issued by
Purchaser. Previously filed and incorporated herein by
reference.
(a)(9) Cover Letter, dated January 28, 1998, from Purchaser to Unit
holders of the Trust. Previously filed and incorporated herein
by reference.
(a)(10) Text of Press Release, dated February 23, 1998, issued by
Purchaser. Previously filed and incorporated herein
by reference.
(a)(11) Supplemental Letter dated February 23, 1998. Previously filed
and incorporated herein by reference.
(a)(12) Text of Press Release, dated March 13, 1998, issued by
Purchaser.
(a)(13) Supplemental Letter dated March 13, 1998.
(b)(1) Amended and Restated Credit Agreement, dated April 30, 1997,
between Magnum Hunter Resources, Inc. and Bankers Trust
Company, et al. (Incorporated by Reference to Registration
Statement on Form S-4, File No. 333-31149)
(b)(2) First Amendment to Amended and Restated Credit Agreement dated
April 30, 1997, between Magnum Hunter Resources, Inc. and
Bankers Trust Company, et al. (Incorporated by Reference to
Registration Statement on Form S-4 File No. 333-31149)
(b)(3) Second Amendment to the Amended and Restated Credit Agreement
dated April 30, 1997, between Magnum Hunter Resources, Inc.and
Bankers Trust Company, et al. (Incorporated by Reference to
Form 10-QSB for the period ended September 30, 1997)
(c)(1) Letter Agreement between Oklahoma Oil Corporation, Chip
Langston and Magnum Hunter Resources, Inc. Previously filed
and incorporated herein by reference.
(c)(2) Amendment to Letter Agreement between Oklahoma Oil
Corporation, Chip Langston and Magnum Hunter Resources, Inc.
Previously filed and incorporated herein by reference.
(d) None.
(e) Not applicable.
(f) None.
<PAGE>
SIGNATURES
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: March 13, 1998
MAGNUM HUNTER RESOURCES, INC.
By: /s/ GARY C. EVANS
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Name: Gary C. Evans
Title: President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
(a)(12) Text of Press Release, dated March 13, 1998, issued by
Purchaser.
(a)(13) Supplemental Letter dated March 13, 1998.
Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd., Suite 1200, Irving, TX 75039
Phone (972) 401-0752 Fax (972) 401-3110
Internet Address: http://www.magnumhunter.com
NEWS
FOR IMMEDIATE RELEASE
American Stock Exchange
o Common - MHR
o Bonds - MHR.B
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MAGNUM HUNTER ANNOUNCES AMENDMENT AND EXTENSION
TO TEL OFFSHORE TRUST TENDER OFFER
Irving, Texas, March 13, 1998, Magnum Hunter Resources, Inc. ("Magnum Hunter")
commenced a tender offer on January 28, 1998 to purchase 2,261,770 Units of
beneficial interest of TEL Offshore Trust, a trust created under the laws of the
State of Texas (OTC Bulletin Board - "TELOZ"), or such number of Units that,
together with the units then owned by Purchaser, represents 51% of the Trust's
outstanding Units on the date of purchase. On February 23, 1998, Magnum Hunter
announced that the purchase price was being changed to $5.50 per Unit, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 28, 1998, as
supplemented by letter dated February 23, 1998, and in the related Letter of
Transmittal.
Magnum Hunter announced today that it has amended the Offer to change the number
of Units that Magnum Hunter will purchase in the Offer to at least 1,739,104
Units but not more than 2,689,406 Units, representing, together with the Units
currently owned by Magnum Hunter, a minimum of 40% and a maximum of 60%, of the
Trust's outstanding Units on the date of purchase. Provided that at least
1,739,104 Units are validly tendered and not withdrawn prior to the expiration
date, and subject to the terms and conditions of the Offer, Magnum Hunter will
only accept for payment and pay for (and thereby purchase) the lesser of (i)
2,689,406 Units and (ii) the number of Units validly tendered. If more than 60%
or 2,689,406 Units are validly tendered and not withdrawn prior to the
expiration date, Magnum Hunter will accept for payment and only pay for the
2,689,406 Units on a pro rata basis. In addition, to allow adequate time for
Unitholders to consider this amendment, Magnum Hunter has extended the time
period for the expiration of the Offer from March 20, 1998, to 12:00 midnight,
New York City time, on Thursday, March 26, 1998.
As of close of business Thursday, March 12, 1998, 1,691,753 Units have been
tendered in TEL Offshore Trust and, including the Units already owned by Magnum
Hunter, represent approximately 39% of the total Units outstanding. All
remaining Unitholders who have not yet tendered are encouraged to immediately
contact the Company's information agent at (800) 206-9438.
####
Magnum Hunter Resources, Inc. is an exploration and development company engaged
in four principal activities: (1) the acquisition, production and sale of crude
oil, condensate and natural gas; (2) the gathering, transmission and marketing
of natural gas; (3) the managing and operating of producing oil and natural gas
properties for interest owners; and (4) providing consulting and U.S. export
services to facilitate Latin American trade in energy products.
FOR FURTHER INFORMATION CONTACT: MICHAEL P. MCINERNEY,
INVESTOR RELATIONS (972) 401-0752
MAGNUM HUNTER RESOURCES, INC.
600 East Las Colinas Blvd., Suite 1200
Irving, Texas 75039
March 13, 1998
To Unit holders of TEL Offshore Trust:
On January 28, 1998, Magnum Hunter Resources, Inc., a Nevada
corporation ("Purchaser"), commenced a tender offer to purchase 2,261,770 Units
of beneficial interest (the "Units") of TEL Offshore Trust, a trust created
under the laws of the State of Texas (the "Trust"), or such other number of
Units that, together with the Units then owned by Purchaser, represents 51% of
the Trust's outstanding Units on the date of purchase. On February 23, 1998,
Purchaser announced that the purchase price was being changed to $5.50 per Unit,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated January 28, 1998 (the
"Offer to Purchase"), as supplemented by letter dated February 23, 1998 (the
"First Supplement"), and in the related Letter of Transmittal (which, together
with any amendments or supplements to the foregoing documents, collectively
constitute the "Offer"). Capitalized terms used herein but not defined shall
have the respective meanings ascribed to them in the Offer to Purchase.
On March 13, 1998, Purchaser announced that it has amended the Offer to
change the number of Units that Purchaser will purchase in the Offer to a
minimum of 1,739,104 Units but not more than 2,689,406 Units, representing,
together with the Units currently owned by Purchaser, a minimum of 40% and a
maximum of 60%, of the Trust's outstanding Units on the date of purchase. In
addition, to allow adequate time for Unit holders to consider this amendment,
Purchaser has extended the time period for the expiration of the Offer from
March 20, 1998 to 12:00 midnight, New York City time, on Thursday, March 26,
1998.
The terms "Minimum Condition" and "Minimum Number of Units," as used in
the Offer to Purchase are hereby amended, so that the first sentence of the
second paragraph of page 1 of the Offer to Purchase is amended in its entirety
to read as follows: "The Offer is conditioned upon, among other things, there
being validly tendered and not withdrawn prior to the Expiration Date 1,739,104
Units or such other number of Units that, together with the Units then owned by
Purchaser, represents 40% of the Units outstanding on the date of purchase (the
"Minimum Condition" and such number of Units being hereinafter referred to as
the "Minimum Number of Units")." In addition, 2,689,406 Units is hereinafter
referred to as the "Maximum Number of Units."
<PAGE>
Provided that the Minimum Number of Units is validly tendered and not
withdrawn prior to the Expiration Date, and subject to the terms and conditions
of the Offer, Purchaser will only accept for payment and pay for (and thereby
purchase) the lesser of (i) the Maximum Number of Units and (ii) the number of
Units validly tendered. If more than the Maximum Number of Units is validly
tendered and not withdrawn prior to the Expiration Date, Purchaser will accept
for payment and pay for the Maximum Number of Units on a pro rata basis (with
appropriate adjustments to avoid purchases of fractional Units). Since pro
rationing will not occur if less than the Maximum Number of Units is tendered,
the number of remaining Unit holders following consummation of the Offer would
be significantly reduced, which could adversely affect the liquidity for those
Units not tendered pursuant to the Offer. If the number of Unit holders falls
below 300, registration of the Units under the Exchange Act may be terminated.
Purchaser's commercial bank lenders have consented to Purchaser's
borrowing of funds under its Credit Facility so Purchaser can pay cash to
acquire an interest in the Trust of at least 40% and not more than 60% pursuant
to a tender offer.
The purpose of the Offer and future plans of Purchaser with respect to
the Trust will remain unchanged from the purpose and plans set forth in Section
12 of the Offer to Purchase. However, if Purchaser does not own a majority
interest in the Trust following completion of the Offer, it will not have the
unilateral ability to amend provisions of the Trust Agreement, remove the
Trustee, appoint a successor Corporate Trustee or terminate the Trust. It will
nevertheless have the ability to call a meeting of Unit holders. If a majority
of Unit holders is present at such a meeting, a majority of those present will
have the ability to take the foregoing actions. In addition, if Purchaser owns
less than a majority interest in the Trust following the Offer, it may elect to
purchase additional Units either through open market transactions or in
negotiated transactions in order to increase its ownership interest.
Each Unit holder must make his or her own decision based on his or her
particular circumstances. Unit holders should consult with their respective
advisers about the financial, tax, legal and other implications to them of
accepting the Offer. Questions and requests for assistance may be directed to
the Information Agent at the address and telephone number set forth below.
Requests for additional copies of the Offer to Purchase, the First Supplement,
this letter, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other related materials may be directed to the Information Agent or to brokers,
dealers, commercial banks and trust companies.
The Information Agent for the Offer is:
CIC Investor Communications, Inc.
111 Commerce Road o Carlstadt, New Jersey 07072-2586
Banks and Brokers call toll-free (800) 346-7885
All others call toll-free (800) 206-9438
