As filed with the United States Securities and Exchange Commission on August 23, 2001.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
Pontotoc Production, Inc.
(Name of Subject Company)
______________________
Pontotoc Acquisition Corp.
Ascent Energy Inc.
(Name of Filing Person -- Offeror)
______________________
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
______________________
732 763 107
(CUSIP Number of Class of Securities)
______________________
Jeffrey Clarke
President
Ascent Energy Inc.
650 Poydras Street, Suite 2200
New Orleans, Louisiana 70130
(504) 586-8888
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Filing Person)
Copies to:
William B. Masters, Esq.
Jones, Walker, Waechter,
Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue, 51st Floor
New Orleans, Louisiana 70170
telephone: (504) 582-8000
facsimile: (504) 582-8012
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-3.
[ ] 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: [ ]
______________________
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by Ascent Energy Inc., a Delaware corporation ("Ascent"), and Pontotoc Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Ascent ("Purchaser") and amended thereafter on August 1, 2001 by Ascent and Purchaser, relating to the offer (the "Offer") by Ascent, through Purchaser, to exchange $9.00 in cash and one share of Ascent's 8% Series B Convertible Preferred Stock for each outstanding share of common stock of Pontotoc Production, Inc., a Nevada corporation ("Pontotoc").
The Offer was made pursuant to an Agreement and Plan of Merger, dated as of January 19, 2001, among Ascent, Purchaser, and Pontotoc, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 7, 2001 (the "Merger Agreement"), which contemplates a business combination of Purchaser and Pontotoc (the "Merger"). Ascent filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the 8% Series B Convertible Preferred Stock to be issued to the stockholders of Pontotoc in the Offer and in the Merger. The terms and conditions of the Offer and the Merger are set forth in the prospectus which is a part of the registration statement (the "Prospectus"), and the related Letter of Transmittal, which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. This Amendment No. 2 is the final amendment to the Schedule TO.
ITEMS 1 TO 10.
The information set forth in the Registration Statement and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 to 10 of this Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
On July 31, 2001, Ascent and Purchaser completed the Offer. As of 5:00 p.m. (New York City time) on July 31, 2001, approximately 4,856,659 shares, or approximately 91.2%, of Pontotoc's outstanding common stock had been tendered and not withdrawn, including approximately 124,550 shares tendered pursuant to notices of guaranteed delivery. Ascent has accepted for payment all tendered Pontotoc shares of common stock.
On August 14, 2001, Ascent and Purchaser completed the Merger. Pontotoc merged with and into Purchaser through a short-form merger under Nevada law. At the effective time of the Merger, each outstanding share of Pontotoc's common stock (except for shares held in treasury by Pontotoc, shares held by Purchaser, or shares as to which dissenters' rights have been properly exercised) were converted into the right to receive $9.00 in cash, without interest, and one share of Ascent's 8% Series B Convertible Preferred Stock.
ITEM 12. EXHIBITS.
Exhibit Number | Description |
(a)(1) | Prospectus dated June 29, 2001 (incorporated by reference to Ascent's Registration Statement on Form S-4, (File No. 333-57746), as amended (the "Form S-4")). |
(a)(2) | Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 of the Form S-4). |
(a)(3) | Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 of the Form S-4). |
(a)(4) | Form of Letter to Brokers, Dealers, etc. (incorporated by reference to Exhibit 99.3 of the Form S-4). |
(a)(5) | Form of Letter to Clients (incorporated by reference to Exhibit 99.4 of the Form S-4). |
(a)(6) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 of the Form S-4). |
(a)(7) | Commitment Letter from Fortis Capital Corporation (incorporated by reference to Exhibit 99.6 of the Form S-4). |
(a)(8)* | Form of Notice to Stockholders of Dissenters' Rights. |
(a)(9)* | Form of Letter of Transmittal. |
(d)(1) | Agreement and Plan of Merger, dated as of January 19, 2001, among Ascent Energy Inc., Pontotoc Acquisition Corp. and Pontotoc Production, Inc. (incorporated by reference to Exhibit 2.1 of the Form S-4). |
(d)(2) | Amendment No. 1 dated June 6, 2001 to the Agreement and Plan of Merger dated as of January 19, 2001 among Ascent Energy Inc., Pontotoc Acquisition Corp. and Pontotoc Production, Inc. (incorporated by reference to Exhibit 2.2 of the Form S-4). |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
__________________
*Filed herewith
After due inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct.
ASCENT ENERGY, INC. | |
By: | /S/ JEFFREY CLARKE |
Jeffrey Clarke | |
Dated: August 23, 2001
After due inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true and correct.
PONTOTOC ACQUISITION CORP. | |
By: | /S/ JEFFREY CLARKE |
Jeffrey Clarke | |
Dated: August 23, 2001
EXHIBIT INDEX
Exhibit | Description |
(a)(1) | Prospectus dated June 29, 2001 (incorporated by reference to Ascent's Registration Statement on Form S-4, (File No. 333-57746), as amended (the "Form S-4")). |
(a)(2) | Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 of the Form S-4). |
(a)(3) | Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 of the Form S-4). |
(a)(4) | Form of Letter to Brokers, Dealers, etc. (incorporated by reference to Exhibit 99.3 of the Form S-4). |
(a)(5) | Form of Letter to Clients (incorporated by reference to Exhibit 99.4 of the Form S-4). |
(a)(6) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 of the Form S-4). |
(a)(7) | Commitment Letter from Fortis Capital Corporation (incorporated by reference to Exhibit 99.6 of the Form S-4). |
(a)(8)* | Form of Notice to Stockholders of Dissenters' Rights. |
(a)(9)* | Form of Letter of Transmittal. |
(d)(1) | Agreement and Plan of Merger, dated as of January 19, 2001, among Ascent Energy Inc., Pontotoc Acquisition Corp. and Pontotoc Production, Inc. (incorporated by reference to Exhibit 2.1 of the Form S-4). |
(d)(2) | Amendment No. 1 dated June 6, 2001 to the Agreement and Plan of Merger dated as of January 19, 2001 among Ascent Energy Inc., Pontotoc Acquisition Corp. and Pontotoc Production, Inc. (incorporated by reference to Exhibit 2.2 of the Form S-4). |
__________________
*Filed herewith
