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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
TEL OFFSHORE TRUST
(NAME OF ISSUER)
UNITS OF BENEFICIAL INTEREST
(TITLE OF CLASS OF SECURITIES)
872 382 106
(CUSIP NUMBER)
MORGAN F. JOHNSTON, ESQ. Copies to
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY DAVID E. MORRISON, ESQ.
MAGNUM HUNTER RESOURCES, INC. THOMPSON & KNIGHT, P.C.
600 EAST LAS COLINAS BLVD, SUITE 1200 1700 PACIFIC AVENUE, SUITE 3300
IRVING, TX 75039 DALLAS, TX 75201
(972) 401-0752 (214) 969-1700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 5, 1999
(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 ss. 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of the 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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CUSIP NO.872 382 106 SCHEDULE 13D/A
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
MAGNUM HUNTER RESOURCES, INC.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) BK
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization MAGNUM HUNTER RESOURCES, INC. IS A
CORPORATION ORGANIZED UNDER THE LAWS
OF THE STATE OF NEVADA
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Number of (7) Sole Voting Power 68,182
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Shares Bene-
ficially (8) Shared Voting Power 1,840,271(1)
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Owned by
Each (9) Sole Dispositive Power 68,182
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Reporting
Person With (10) Shared Dispositive Power 1,840,271(1)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,453
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11) 40.2%(2)
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(14) Type of Reporting Person (See Instructions) CO
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</TABLE>
(1) Magnum Hunter Resources, Inc. transferred 1,840,271 of its
1,908,453 units of beneficial interest of TEL Offshore Trust to its wholly owned
subsidiary, Bluebird Energy, Inc. As such, voting and dispositive power for the
transferred units is shared between Magnum Hunter Resources, Inc. and Bluebird
Energy, Inc.
(2) Based on 4,751,510 units of beneficial interest issued and
outstanding as of November 6, 1998 as reported in the Form 10-Q of TEL Offshore
Trust for the quarter ended September 30, 1998.
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CUSIP NO. 872 382 106 SCHEDULE 13D/A
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
BLUEBIRD ENERGY, INC.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) N/A(1)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization BLUEBIRD ENERGY, INC. IS A CORPORATION
FORMED UNDER THE LAWS OF THE STATE OF
OKLAHOMA
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Number of (7) Sole Voting Power 0
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Shares Bene-
ficially (8) Shared Voting Power 1,840,271(2)
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Owned by
Each (9) Sole Dispositive Power 0
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Reporting
Person With (10) Shared Dispositive Power 1,840,271(2)
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,840,271(3)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ](3)
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(13) Percent of Class Represented by Amount in Row (11) 38.7%(4)
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(14) Type of Reporting Person (See Instructions) CO
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</TABLE>
(1) Magnum Hunter Resources, Inc. made an equity investment in Bluebird
Energy, Inc., its wholly owned subsidiary, by transferring these units of
beneficial interest of TEL Offshore Trust to Bluebird Energy, Inc.
(2) Voting and dispositive power is shared between Magnum Hunter
Resources, Inc. and Bluebird Energy, Inc.
(3) Bluebird Energy, Inc. disclaims any beneficial ownership of the
68,182 units of beneficial interest held solely by Magnum Hunter Resources,
Inc., and such units of beneficial interest are not included in the 1,840,271
units beneficially owned by Bluebird Energy, Inc.
(4) Based on 4,751,510 units of beneficial interest issued and
outstanding as of November 6, 1998 as reported in the Form 10-Q of TEL Offshore
Trust for the quarter ended September 30, 1998.
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AMENDMENT TO SCHEDULE 13D
Magnum Hunter Resources, Inc. (the "Purchaser") filed the Schedule 13D to
which this amendment relates on March 31, 1998. The original filing event
involved a tender offer by the Purchaser. As such, the Purchaser filed its
Schedule 13D jointly with the Final Amendment to its Schedule 14D-1. The
Purchaser is now amending the Schedule 13D to reflect the transfer of most of
the TEL Offshore Units of Beneficial Interest to the Purchaser's wholly owned
subsidiary, Bluebird Energy, Inc. ("Bluebird"). The Purchaser and Bluebird have
common officers and directors.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the subject company is TEL Offshore Trust, a trust created
under the laws of the State of Texas (the "Trust"). The address of the Trust's
corporate trustee, Texas Commerce Bank National Association is 712 Main Street,
Houston, Texas 77002.
(b) The information set forth on the cover page and under "Introduction"
in the Offer to Purchase for Cash between TEL Offshore Trust and the Purchaser
dated January 28, 1998 (the "Offer to Purchase") is incorporated herein by
reference.
(c) The information set forth in Section 6 of the Offer to Purchase is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Purchaser:
The information set forth on the cover page, under "Introduction," in
Section 9 and in Schedule I of the Offer to Purchase is incorporated herein by
reference.
(d)-(e) During the last five years, none of Purchaser or, to the best
knowledge of Purchaser, any of the persons listed in Schedule I to the Offer to
Purchase (i) have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) were a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding were or are subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
(f) All of the officers and directors of the Purchaser are United States
citizens.
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Bluebird:
Bluebird is a company organized and existing under the laws of Oklahoma.
Bluebird's principal address and office is located at 600 Las Colinas Blvd,
Suite 1200, Irving, TX 75039. The principal business of Bluebird is engaging in
oil and gas exploration and production.
The name, business address, present principal occupation or employment and
the name, principal business address of any corporation or other organization in
which such employment is conducted of each of the executive officers and
directors of Bluebird are set forth below:
<TABLE>
<CAPTION>
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Name, Principal Business Address of
Organization in which Principal
Capacity in Which Principal Occupation
Name Serves Occupation is Conducted
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<S> <C> <C> <C>
Gary C. Evans Director and President and Magnum Hunter Resources, Inc.
Chief Executive Chief Executive 600 East Las Colinas Blvd.,
Officer of Officer Suite 1200,
Bluebird Energy, Irving, TX 75039
Inc.
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Matthew C. Lutz Director Chairman and Magnum Hunter Resources, Inc.
Bluebird Energy, Executive Vice 600 East Las Colinas Blvd.,
Inc. President of Suite 1200,
Exploration and Irving, TX 75039
Business
Development
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Richard R. Frazier Director and President and Magnum Hunter Production
President of Chief Operating Gruy Petroleum Management Co.
Bluebird Energy, Officer of 600 East Las Colinas Blvd.,
Inc. Magnum Hunter Suite 1200,
Production and Irving, TX 75039
Gruy Petroleum
Management Co.
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Chris Tong Senior Vice Senior Vice Magnum Hunter Resources, Inc.
President and President and 600 East Las Colinas Blvd.,
Chief Financial Chief Financial Suite 1200,
Officer of Officer Irving, TX 75039
Bluebird Energy,
Inc.
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Morgan F. Johnston Vice President, Vice President, Magnum Hunter Resources, Inc.
Secretary and Secretary and 600 East Las Colinas Blvd.,
General Counsel General Counsel Suite 1200,
of Bluebird Irving, TX 75039
Energy, Inc.
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</TABLE>
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(d)-(e) During the last five years, neither Bluebird nor any of the
persons set forth in this Item 2 have (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
(f) All of Bluebird's officers and directors are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Purchaser: The information set forth in Section 10 of the Offer to
Purchase is incorporated herein by reference.
Bluebird: Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Purchaser:
(a)-(g), (j) The information set forth in Section 12 of the Offer to
Purchase is incorporated herein by reference.
(h)-(j) The information set forth in Section 7 of the Offer to Purchase is
incorporated herein by reference.
Bluebird: The Purchaser transferred the securities herein reported to
Bluebird for capitalization and financing purposes. The securities are being
used as collateral to secure a loan relating to the purchase by Bluebird of
various oil and gas properties from Spirit Energy 76. The information relating
to Purchaser set forth in Sections 7 and 12 of the Offer to Purchase, previously
incorporated herein by reference, also reflects Bluebird's position relating to
the units of beneficial interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Purchaser: As of the date hereof, Purchaser is the beneficial owner of
1,908,453 units of beneficial interest of TEL Offshore Trust. According to TEL
Offshore Trust's 10-Q for the quarter ended September 30, 1998, as of November
6, 1998, there were 4,751,510 units of beneficial interest issued and
outstanding and on such basis, Purchaser beneficially owns 40.2% of the units of
beneficial interest. Purchaser has the sole power to vote, direct the vote,
dispose of or direct the disposition of 68,182 units of beneficial interest and
shares such power with Bluebird with respect to 1,840,271 units of beneficial
interest.
Bluebird: As of the date hereof, Bluebird is the beneficial owner of
1,840,271 units of beneficial interest of TEL Offshore Trust. According to TEL
Offshore Trust's 10-Q for the quarter ended September 30, 1998, as of November
6, 1998, there were 4,751,510 units of beneficial interest issued and
outstanding and on such basis, Bluebird beneficially owns 38.7% of the units of
beneficial interest. Bluebird shares the power to vote, direct the vote, dispose
of or direct the disposition of 1,840,271 units of beneficial interest with
Purchaser.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
The information set forth under "Introduction" and in Sections 9 and
11 of the Offer to Purchase is incorporated herein by reference.
Additionally, Purchaser and Bluebird entered into a Joint Filing
Agreement dated February 11, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated January 28, 1998 (Incorporated by
Reference to Schedule 14D-1 dated January 28, 1998).
(a)(2) Joint Filing Agreement between Purchaser and Bluebird dated
February 11, 1999.
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SIGNATURES
After reasonable 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.
Date: February 11, 1999 MAGNUM HUNTER RESOURCES, INC.
By: /s/ Gary C. Evans
------------------------------------------
Gary C. Evans
President and Chief Executive Officer
Date: February 11, 1999 BLUEBIRD ENERGY, INC.
By: /s/ Gary C. Evans
------------------------------------------
Gary C. Evans
President and Chief Executive Officer
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EXHIBIT (a)(2)
AGREEMENT
The undersigned reporting persons hereby agree that the statements
filed pursuant to this Schedule 13D/A dated February 11, 1999, to which this
Agreement is filed as an exhibit, are filed on behalf of each of them.
Date: February 11, 1999 MAGNUM HUNTER RESOURCES, INC.
By: /s/ Gary C. Evans
------------------------------------------
Gary C. Evans
President and Chief Executive Officer
Date: February 11, 1999 BLUEBIRD ENERGY, INC.
By: /s/ Gary C. Evans
------------------------------------------
Gary C. Evans
President and Chief Executive Officer
