UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Crown Energy Corporation
------------------------
(Name of Issuer)
Common Stock, par value, $.02 per share
----------------------------------------
(Title of Class of Securities)
228341301
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(CUSIP Number)
215 South State Street
Suite 650
Salt Lake City, Utah 84111
United States of America
Attn: Jay Mealey
Tel: (801) 537-5610
------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
February 28, 2002
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
----------
1 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP No. 228341301 13D
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1. Names of Reporting Persons. Manhattan Goose, L.L.C.
I.R.S. Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds OO
--------------------------------------------------------------------------------
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:
United States of America, State of Utah
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Number of 7. Sole Voting Power ........................0
Shares
Beneficially ----------------------------------------------------------
Owned by 8. Shared Voting Power .............18,395,172
Each Reporting
Person ----------------------------------------------------------
With 9. Sole Dispositive Power ...................0
----------------------------------------------------------
10. Shared Dispositive Power ..........18,395,172
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,332,966(1)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
65.2%(2)
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-----------------------
1 Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the
amount of Common Stock reported in Item 11 includes the beneficial
ownership of the Common Stock referred to in Item 5 of this Statement. Each
Reporting Person disclaims, pursuant to Rule 13d-4, beneficial ownership of
all Common Stock reported in Item 11 above which is not individually
reported for each Reporting Person in Item 5. See Item 5 of this Statement.
2 Based on the number of shares of stock outstanding as of April 11, 2002, as
reported by the Issuer in its Annual Report on Form 10-K for the year ended
December 31, 2001.
CUSIP No. 228341301 13D
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1. Names of Reporting Persons. Jeff Fishman
I.R.S. Identification No. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds OO
--------------------------------------------------------------------------------
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: United States of America
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Number of 7. Sole Voting Power ................. 73,000
Shares
Beneficially --------------------------------------------------------
Owned by 8. Shared Voting Power ............18,395,172(1)
Each Reporting
Person --------------------------------------------------------
With 9. Sole Dispositive Power ............ 73,000
--------------------------------------------------------
10. Shared Dispositive Power ........18,395,172(1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,332,966(2)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
65.2%(3)
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------------------------
1 All voting and investment power of the shares of Common Stock by Manhattan
Goose, L.L.C. requires a 51% vote of all its members so that no single
member has sole voting or investment power over the shares.
2 Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the
amount of Common Stock reported in Item 11 includes the beneficial
ownership of the Common Stock referred to in Item 5 of this Statement. Each
Reporting Person disclaims, pursuant to Rule 13d-4, beneficial ownership of
all Common Stock reported in Item 11 above which is not individually
reported for each Reporting Person in Item 5. See Item 5 of this Statement.
3 Based on the number of shares of stock outstanding as of April 11, 2002, as
reported by the Issuer in its Annual Report on Form 10-K for the year ended
December 31, 2001.
CUSIP No. 228341301 13D
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1. Names of Reporting Persons. Andrew W. Buffmire
I.R.S. Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds OO
--------------------------------------------------------------------------------
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: United States of America
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Number of 7. Sole Voting Power ................ 188,814
Shares
Beneficially --------------------------------------------------------
Owned by 8. Shared Voting Power ............18,395,172(1)
Each Reporting
Person --------------------------------------------------------
With
9. Sole Dispositive Power ........... 188,814
--------------------------------------------------------
10. Shared Dispositive Power ........18,395,172(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,332,966(2)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
65.2%(3)
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------------------------
1 All voting and investment power of the shares of Common Stock by Manhattan
Goose, L.L.C. requires a 51% vote of all its members so that no single
member has sole voting or investment power over the shares.
2 Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the
amount of Common Stock reported in Item 11 includes the beneficial
ownership of the Common Stock referred to in Item 5 of this Statement. Each
Reporting Person disclaims, pursuant to Rule 13d-4, beneficial ownership of
all Common Stock reported in Item 11 above which is not individually
reported for each Reporting Person in Item 5. See Item 5 of this Statement.
3 Based on the number of shares of stock outstanding as of April 11, 2002, as
reported by the Issuer in its Annual Report on Form 10-K for the year ended
December 31, 2001.
CUSIP No. 228341301 13D
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1. Names of Reporting Persons. Alexander L. Searl
I.R.S. Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America
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Number of 7. Sole Voting Power ................ 150,000
Shares
Beneficially --------------------------------------------------------
Owned by 8. Shared Voting Power ............18,545,172(1)
Each Reporting
Person --------------------------------------------------------
With 9. Sole Dispositive Power ........... 150,000
--------------------------------------------------------
10. Shared Dispositive Power ........18,545,172(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,332,966(2)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
65.2%(3)
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-------------------------
1 All voting and investment power of the shares of Common Stock by Manhattan
Goose, L.L.C. requires a 51% vote of all its members so that no single
member has sole voting or investment power over the shares.
2 Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the
amount of Common Stock reported in Item 11 includes the beneficial
ownership of the Common Stock referred to in Item 5 of this Statement. Each
Reporting Person disclaims, pursuant to Rule 13d-4, beneficial ownership of
all Common Stock reported in Item 11 above which is not individually
reported for each Reporting Person in Item 5. See Item 5 of this Statement.
3 Based on the number of shares of stock outstanding as of April 11, 2002, as
reported by the Issuer in its Annual Report on Form 10-K for the year ended
December 31, 2001.
CUSIP No. 228341301 13D
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1. Names of Reporting Persons. Jay Mealey
I.R.S. Identification No. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
United States of America
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power .............. 2,525,980
Shares
Beneficially ---------------------------------------------------------
Owned by 8. Shared Voting Power ............18,395,172(1)
Each Reporting
Person ---------------------------------------------------------
With 9. Sole Dispositive Power ......... 2,525,980
---------------------------------------------------------
10. Shared Dispositive Power ........18,395,172(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,332,966(2)
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
65.2%(3)
--------------------------------------------------------------------------------
1 All voting and investment power of the shares of Common Stock by Manhattan
Goose, L.L.C. requires a 51% vote of all its members so that no single
member has sole voting or investment power over the shares.
2 Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the
amount of Common Stock reported in Item 11 includes the beneficial
ownership of the Common Stock referred to in Item 5 of this Statement. Each
Reporting Person disclaims, pursuant to Rule 13d-4, beneficial ownership of
all Common Stock reported in Item 11 above which is not individually
reported for each Reporting Person in Item 5. See Item 5 of this Statement.
3 Based on the number of shares of stock outstanding as of April 11, 2002, as
reported by the Issuer in its Annual Report on Form 10-K for the year ended
December 31, 2001.
This Amendment relates to the Schedule 13D filed by Manhattan Goose,
L.L.C. dated November 14, 2001, which is hereby amended to read in its
entirety as follows:
Item 1. Security and Issuer.
This Schedule 13D/A Statement (the "Statement") is filed by Manhattan
Goose, L.L.C., a Utah limited liability company ("Manhattan Goose")
with respect to the common stock, par value $.02 per share (the "Common
Stock"), of Crown Energy Corporation, a Utah corporation (the
"Issuer"). The address of the principal executive offices of the Issuer
is 215 South State Street, Suite 650, Salt Lake City, Utah 84111.
Item 2. Identity and Background.
The following information relates to Manhattan Goose, for which this
Statement is being filed. Information relating to the members of
Manhattan Goose is also provided herein. The information contained in
Item 4 and Item 5 of this Statement with respect to the acquisition
described herein is incorporated by reference.
a. Manhattan Goose, L.L.C., a Utah limited liability company:
1) Principal Business - investment in securities
2) Principal Place of Business - 2551 East Brentwood,
Salt Lake City, Utah 84121
b. Members of Manhattan Goose.
(d)(e)(1) Percentage of
(a)(b) (c) Criminal or Civil (f) Ownership in
Name/Address Occupation Proceedings Citizenship Manhattan Goose
---------------------------- -------------------------- ------------------ --------------- ----------------
Jeff Fishman Consultant No United States 10.0%
2551 East Brentwood
Salt Lake City, UT 84121
----------------------------
Andrew W. Buffmire Vice President - Business No United States 32.5%
2030 St. Andrews Drive Development
Berwyn, PA 19312 Ubiquitel, Inc.,
Director of Issuer
----------------------------
Alexander L. Searl Chief Financial Officer No United States 25.0%
1000 N. East Capitol Blvd. Pharmadigm, Inc.
Salt Lake City, UT 84107
----------------------------
Jay Mealey Chief Executive Officer, No United States 32.5%
4645 Hunters Ridge Circle President and Director of
Salt Lake City, UT 84124 Issuer
-----------------------------
1 Includes only proceedings in the last five years and only civil proceedings
resulting in an injunction regarding securities laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Securities Purchase Agreement by and between Enron North
America Corp. ("Enron") and Manhattan Goose (the "Purchase Agreement")
dated November 1, 2001, Manhattan Goose acquired 500,000 shares of the
Issuer's $10 Class A Cumulative Convertible Preferred Stock, $0.005 par
value per share (the "Preferred Stock") which is convertible into
4,285,000 shares of the Issuer's Common Stock, for a purchase price
(the "Purchase Price") of $263,000.00. Manhattan Goose also acquired
317,069 shares of Common Stock previously issued to Sundance Partners,
L.P., Enron's predecessor, as a dividend on the Preferred Stock. Enron
Capital & Trade Resources Corp. ("ECT"), Enron's predecessor, obtained
the Preferred Stock and certain warrants ("Warrants") to purchase
shares of the Common Stock pursuant to a Stock Purchase Agreement dated
September 25, 1997 (the "Stock Purchase Agreement") by and between ECT
and the Issuer. Each of the members of Manhattan Goose used his
personal funds to contribute his pro rata portion of the Purchase Price
to Manhattan Goose to effect the purchase.
Pursuant to the terms of the Certificate of the Voting Powers,
Designations, Preferences and Relative Participating, Optional or Other
Special rights, and Qualifications, Limitations and Restrictions
thereof, of Series A Cumulative Convertible Preferred Stock
("Certificate of Rights and Designations"), the holders of the
outstanding shares of Preferred Stock are entitled to receive quarterly
dividends at a rate of 8% per annum based upon the Preferred Stock's
stated value of $10.00 per share or $5,000,000 in the aggregate.
All accrued and unpaid dividends shall be payable quarterly on January
1, April 1, July 1 and October 1 of each year. Each quarterly dividend
shall be paid in cash or Common Stock and if paid in Common Stock,
using the Fair Market Value (as defined in the Certificate of Rights
and Designations) of such Common Stock. In accordance with these terms,
on February 28, 2002, Manhattan Goose requested that the Company pay
$200,000 in accrued dividends through the issuance of 13,793,103 shares
of Common Stock, as calculated pursuant to the designations and
preferences of the Preferred Stock. In compliance with the instructions
from Manhattan Goose, the Board of Directors of the Company authorized
the issuance of 13,793,103 shares of Common Stock to Manhattan Goose as
partial payment of the accumulated dividends on the Preferred Stock. As
of April 11, 2002, this 13,793,103 shares of Common Stock issued to
Manhattan Goose represented 50.3% of the outstanding Common Stock.
The information contained in Item 4 and Item 5 of this Statement with
respect to the acquisitions described herein is incorporated by
reference.
Item 4. Purpose of Transaction.
Manhattan Goose, as an entity, purchased the Preferred Stock, Common
Stock, Warrants and rights under the Stock Purchase Agreement
(collectively the "Preferred Interests") for the purpose of making a
financial investment within the Issuer. The purpose of the acquisition
by the respective members of Manhattan Goose is described below. As
current officers and/or directors of the Issuer, Messrs. Mealey and
Buffmire participated in the transaction in order to (i) insure that
partial ownership of the Preferred Interests remained with persons
involved with the Issuer, (ii) to increase the amount of their equity
stake in the Issuer, and (iii) as a financial investment in the Issuer.
Messrs. Fishman and Searl participated within Manhattan Goose's
purchase of the Preferred Interests for the purpose of making a
financial investment in the Issuer.
Neither Manhattan Goose, nor to the best of its knowledge, any of the
members of Manhattan Goose, has any plan or proposal that would result
in any of the consequences listed in paragraphs (a)-(j) of Item 4 of
Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
The information contained in Item 2 and Item 4 of this Statement with
respect to information regarding Manhattan Goose and its acquisition of
the Preferred Interests is hereby incorporated by reference.
Manhattan Goose beneficially owns and has the power to vote and dispose
of 18,395,172 shares of Common Stock, representing approximately 67.1%
of the shares of Common Stock outstanding (based on the number of
shares of stock outstanding as of April 11, 2002, as reported by the
Issuer in its Annual Report on Form 10-K for the year ended December
31, 2001), subject to adjustment as provided in the Certificate of
Rights and Designations. This includes 14,110,172 shares of Common
Stock and 4,285,000 shares issuable upon conversion of the Preferred
Stock. Each share of Preferred Stock is convertible at the option of
the holder thereof at any time for 8.57 shares of Common Stock (the
"Conversion Ratio"). The number of shares of Common Stock issuable on
conversion or exercise of the Preferred Stock is subject to adjustment
pursuant to the Certificate of Rights and Designations. In addition,
under applicable corporate law, the Issuer cannot pay cash dividends
and therefore dividends are expected to continue to accrue and
accumulate until such time as they are paid in the form of Common
Stock. Manhattan Goose also obtained Warrants to purchase shares of
Common Stock, which are not exercisable at this time.
The Common Stock is owned by Manhattan Goose and none of the members of
Manhattan Goose has any right to vote or dispose of the Common Stock
individually. There are also no agreements among the members of
Manhattan Goose as to how the Common Stock is to be voted. The
Operating Agreement for Manhattan Goose provides that decisions for the
entity, including the sale of the Common Stock, may be only taken upon
the vote of 51% of its outstanding percentage interests. Mr. Jeff
Fishman is the initial Operating Member of Manhattan Goose but may act
only as directed by the members at large.
As a result of the acquisition described herein, the Common Stock of
the Issuer which each member of Manhattan Goose beneficially owns is
set forth below. As of April 11, 2002, there were 27,428,684 shares of
Common Stock issued and outstanding.
Percentage of
Common Stock(1) Total Outstanding
------------ -----------------
Jeff Fishman (2) 18,468,172 58.2%
Alexander L. Searl(3) 18,545,172 58.2%
Andrew W. Buffmire(4) 18,583,986 58.4%
Jay Mealey(5) 20,921,152 64.4%
Total(6) 21,332,966 65.2%
(1) Includes 4,285,000 shares of Common Stock which may be received upon
the conversion of the Preferred Stock and 14,110,172 outstanding
shares of Common Stock owned directly by Manhattan Goose.
(2) Also includes 73,000 shares of Common Stock owned directly by Mr.
Fishman.
(3) Also includes 150,000 options which may be exercised within 60 days.
(4) Also includes 103,814 shares of Common Stock owned directly by Mr.
Buffmire and 85,000 options which may be exercised within 60 days.
(5) Includes 765,980 shares of Common Stock owned directly by Mr. Mealey,
750,000 shares of Common Stock underlying options which may be
exercised within 60 days, 110,000 shares of Common Stock gifted by Mr.
Mealey to Glenn Mealey as custodian for Mr. Mealey's children, and
900,000 shares of Common Stock gifted by Mr. Mealey to the Mealey Boys
Trust, of which Mr. Mealey is the trustee. Mr. Mealey disclaims
beneficial ownership of the shares held by Glenn Mealey and Jeanne C.
Mealey. Furthermore, the options which are included within this
calculation may not be exercised unless specified trading prices are
realized for the Issuer's Common Stock. As of the date hereof, such
trading prices have not been met and there is no assurance that they
will ever be met during the terms of the options.
(6) Includes 4,285,000 shares of Common Stock underlying the Preferred
Stock and options to purchase 985,000 shares of Common Stock which may
be exercised within 60 days as well as the outstanding shares of
Common Stock noted above.
Manhattan Goose does not intend to acquire additional Common Stock
except pursuant to its rights under the Certificate of Rights and
Designations of the Preferred Stock. However, each member of Manhattan
Goose reserves the right to purchase additional Common Stock of the
Issuer at any time in private or market transactions depending on
market conditions and such person's evaluation of the Issuer's business
and financial condition. Except as expressly set forth above, each
member of Manhattan Goose retains the sole and absolute power to vote
and dispose of any Common Stock described above which are beneficially
owned by such member and which are not owned by Manhattan Goose.
Accordingly, each member of Manhattan Goose disclaims beneficial
ownership of the Common Stock owned individually by the other members
of Manhattan Goose and the filing of this Statement should not be
construed as an admission by any single member of Manhattan Goose that
he is the beneficial owner of the Common Stock owned by the other
members of Manhattan Goose.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information contained elsewhere within this Statement is
incorporated herein by references.
Any voting or disposition of the Common Stock acquired by Manhattan
Goose shall be governed by the Operating Agreement of Manhattan Goose
which is described above.
Through its ownership of the Preferred Stock, Manhattan Goose shall,
subject to compliance with applicable laws, have the right to appoint
20% of the Issuer's Board of Directors at its discretion in addition to
appointing a representative who may attend and be heard at all meetings
of the Issuer's Board of Directors.
Pursuant to the Preferred Stock's Certificate of Rights and
Designations, the Issuer is required to redeem 25%, 25% and 50% of the
Preferred Stock at Manhattan Goose's option on the eighth, ninth, and
tenth anniversary of the issue of the Preferred Stock, and will
establish sinking funds for this purpose. Subject to Manhattan Goose's
right of conversion, the Issuer may redeem the Preferred Stock at any
time for accrued and unpaid dividends plus a percentage of stated value
as set forth in the Preferred Stock's Certificate of Rights and
Designations.
The Stock Purchase Agreement provides a right of first refusal for the
Issuer in the event that Manhattan Goose sells any of its Preferred
Stock or Common Shares issued upon conversion of Preferred Stock.
The Stock Purchase Agreement contains demand registration provisions,
obligating the Issuer to file a Registration Statement with the
Securities and Exchange Commission with respect to all shares of Common
Stock held by or issuable to Manhattan Goose in connection with the
transaction contemplated by the Stock Purchase Agreement. The Stock
Purchase Agreement also contains certain piggy-back registration rights
with respect to such shares.
Pursuant to the Preferred Stock's Certificate of Rights and
Designations, the Issuer will not, without the consent of the holders
of at least 75% of the Preferred Stock take or fail to take certain
action with respect to the Crown Asphalt Ridge project (as defined in
the Stock Purchase Agreement). Additionally, the Issuer will not,
without the consent of the holders of at least 75% of the Preferred
Stock take the following actions, including, but not limited to, (i)
alter the rights, preferences or privileges of the Preferred Stock;
(ii) authorize or issue any security having liquidation preferences or
redemption, voting or dividend rights senior to or on a parity with the
Preferred Stock; (iii) increase the number of shares of Preferred Stock
which the Issuer shall have the authority to issue; (iv) reclassify any
of the Issuer's or any subsidiary's securities; (v) acquire any
material business by merger, consolidation, stock or equity purchase,
asset acquisition or otherwise (other than businesses within the
Issuer's or any subsidiary's existing business lines with an aggregate
purchase price of less than $5,000,000 (including assumption of debt));
(vi) merge, consolidate, sell or dispose of all or substantially all of
the Issuer's or any subsidiary's assets or property, other than as
provided in the Certificate of Rights and Designations; (vii) otherwise
engage in a change in control event or fundamental corporate
transaction; (viii) pay dividends, redeem stock or make any other
restricted payments, or permit any subsidiary to pay dividends, redeem
stock or make any other restricted payments, to the holders of the
Issuer's or such subsidiary's outstanding equity securities (other than
with respect to Preferred Stock pursuant to the terms of the Issuer's
Articles of Incorporation); (ix) amend the Issuer's or any subsidiary's
Articles of Incorporation, by-laws or other charter documents, or any
stock option or other stock compensation plan, to the extent that such
an amendment affects the legal or economic rights of the Preferred
Stock; (x) allow any subsidiary of the Issuer to issue securities to an
entity or person other than the Issuer or a wholly-owned direct or
indirect subsidiary of the Issuer; (xi) make any changes in the
employment status of the person holding the position of president of
the Corporation; (xii) directly or indirectly make any guarantees or
otherwise become liable in any way with respect to the obligations or
liabilities of any person or entity, or permit any subsidiary to do the
same, except in the ordinary course of business; (xiii) mortgage,
pledge or create a security interest in, or permit any subsidiary to
mortgage, pledge or create a security interest in, all or any material
proportion of the Issuer's or such subsidiary's assets; (xiv) incur,
create or assume, or permit any subsidiary to incur, create or assume
any indebtedness for borrowed money in excess of $2,500,000 (not
including any capitalized leases or other financing arrangements with
respect to certain leased equipment) (as defined in the Operating
Agreement); (xv) change the Issuer's principal business, enter into new
lines of business or exit the current line of business, or permit any
subsidiary to do the same (the Issuer's current line of business is
asphalt manufacturing, production, refining, blending, modifying,
storing, transporting, marketing, and any other activities relating to
the asphalt industry); (xvi) enter into, materially amend or terminate,
or make any material waiver pursuant to or materially breach, any
material contract; (xvii) increase or decrease the size of the Board of
Directors of the Issuer; (xviii) voluntarily liquidate, dissolve or
wind-up the Issuer or any subsidiary; (xix) allow the commencement of
an involuntary case or other proceeding against the Issuer or any
subsidiary seeking liquidation, reorganization or other relief with
respect to its debts under any applicable federal or state bankruptcy,
insolvency, reorganization or similar law now or hereafter in effect or
seeking the appointment of a custodian, receiver, liquidator, assignee,
trustee, sequestrator, or similar official of it or any substantial
part of its property, which involuntary case or other proceeding shall
remain undismissed and unstayed, or allow an order or decree approving
or ordering any of the foregoing to be entered and continued unstayed
and in effect, for a period of ninety days; (xx) commence a voluntary
case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or any other case or
proceeding to be adjudicated a bankrupt or insolvent or consent to the
entry of a decree or order for relief in respect of the Issuer or any
subsidiary in an involuntary case or proceeding under any applicable,
federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against any of them, or file a petition or answer or
consent seeking reorganization or relief under any applicable, federal
or state law, or consent to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of the
Issuer or any subsidiary or any substantial part of its property or
making assignment for the benefit of creditors, or admit in writing an
inability to pay their debts generally as they become due, or take any
action in furtherance of any such action; and (xxi) consent to the
sale, lease or other disposition of all or substantially all of the
assets of certain subsidiaries.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Securities Purchase Agreement dated November 1, 2001
by and between Manhattan Goose, L.L.C. and Enron
North America Corporation.*
Exhibit 2. Certificate of Rights and Designations of the
Preferred Stock, as filed by and approved by the Utah
Secretary of State on September 30, 1997.**
Exhibit 3. Stock Purchase Agreement dated as of September 25,
1997 between the Issuer and ECT.**
* Incorporated by reference to Schedule 13D filed by Manhattan Goose on
November 14, 2001.
** Incorporated by reference to Schedule 13D Filed by ECT on October 10, 1997.
Signature
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: April 29, 2002
Manhattan Goose, L.L.C.,
a Utah limited liability company
By: /s/ Jeff Fishman
--------------------------------
Jeff Fishman, Operating Member