UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Crown Energy Corporation
(Name of Issuer)
Common Shares, per value, $.02 per share
(Title of Class of Securities)
228341301
(CUSIP Number)
215 South State Street
Suite 650
Salt Lake City, Utah 84111
United States of America
Attn: Jay Mealey
Tel: (801) 537-5610
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 1, 2001
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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(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)
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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).
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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 WC
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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:
United States of America, State of Utah
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Number of 7. Sole Voting Power .................4,602,069
Shares
Beneficially --------------------------------------------------------------
Owned by 8. Shared Voting Power .......................0
Each Reporting
Person --------------------------------------------------------------
With 9. Sole Dispositive Power ............4,602,069
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10. Shared Dispositive Power ...................0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,801,5821
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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)
41.6%
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1 Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, the
amount of Common Shares reported in Item 11 includes the beneficial ownership of
the Common Shares referred to in Item 5 of this Statement. Manhattan Goose,
L.L.C. disclaims, pursuant to Rule 13d-4, beneficial ownership of all Common
Shares reported in Item 11 above which are not also reported in Item 7. See Item
5 of this Statement.
2
Item 1. Security and Issuer.
This Schedule 13D Statement (this "Statement") is filed by
Manhattan Goose, L.L.C., a Utah limited liability company
("Manhattan Goose") with respect to the Common Stock, per
value $.02 per share (the "Common Shares"), of Crown Energy
Corporation, 215 South State Street, Suite 650, Salt Lake
City, Utah 84111, a Utah Corporation (the "Issuer").
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)2 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%
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%
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
------------------------------------
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2 Includes only proceedings in the last five years and only civil proceedings
resulting in an injunction regarding securities laws and excludes traffic
violations or similar misdemeanors.
3
Item 3. Source and Amount of Funds or Other Consideration.
The Common Shares and other interests described below were acquired
pursuant to a Securities Purchase Agreement by and between Enron North
America Corp. ("Enron") and Manhattan Goose (the "Purchase Agreement")
dated November 1, 2001 for a purchase price (the "Purchase Price") of
$263,000. 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. 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.
The Common Shares consist of 4,285,000 shares of the Issuer's common
stock which can be obtained upon the conversion of 500,000 shares of
the Issuer's $10 Series A Cumulative Convertible Preferred Stock, $.005
per value per share (the "Preferred Stock") and 317,069 Common Shares
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 (the "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.
Manhattan Goose, as an entity, purchased the Preferred Stock, Common
Shares, 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.
Manhattan Goose's purchase of the Common Shares will not, in and of
itself, result in a change in control of the Issuer since Messrs.
Mealey and Buffmire are currently officers and/or directors of the
Issuer.. Neither Manhattan Goose, nor to its best knowledge, any of the
other 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.
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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.
As a result of its acquisition of the Preferred Interests from Enron,
Manhattan Goose has obtained the 4,285,000 Common Shares which may be
received upon the conversion of the Preferred Stock and 317,069
outstanding Common Shares previously issued to Sundance Partners, L.P.,
predecessor to Enron, as a dividend on the Preferred Stock. Manhattan
Goose also obtained the Warrants to purchase Common Shares which are
not exercisable at this time. The Common Shares are owned by Manhattan
Goose and none of the members of Manhattan Goose has any right to vote
or dispose of the Common Shares individually. There are also no
agreements among the members of Manhattan Goose as to how the Common
Shares are to be voted. The Operating Agreement for Manhattan Goose
provides that decisions for the entity, including the sale of the
Common Shares, may be only taken upon the vote of 51% of its
outstanding percentage interests.
As a result of the acquisition described herein, the Common Shares
which each member of Manhattan Goose beneficially owns is set forth
below. As of November 5, 2001, there were 13,635,581 Common Shares
issued and outstanding.
Percentage of
Common Shares(1) Total Outstanding
------------- -----------------
Jeff Fishman 4,675,069 26.1%
Alexander L. Searl(2) 4,752,069 26.3%
Andrew W. Buffmire(3) 4,790,952 26.7%
Jay Mealey(4) 7,389,768 39.9%
Total(5) 7,801,582 41.6%
(1) Includes 4,285,000 Common Shares which may be
received upon the conversion of the Preferred Stock
and 317,069 outstanding Common Shares.
(2) Also includes 150,000 options which may be exercised
within 60 days.
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(3) Also includes 103,814 Common Shares owned directly by
Mr. Buffmire and 85,000 options which may be
exercised within 60 days.
(4) Also includes 2,077,699 Common Shares owned directly
by Mr. Mealey, 600,000 Common Shares underlying
options which may be exercised within 60 days and
110,000 Common Shares gifted by Mr. Mealey to Glenn
Mealey as custodian for Mr. Mealey's children. Mr.
Mealey disclaims beneficial ownership of the shares
held by Glenn Mealey. Furthermore, the options which
are included within this calculation may not be
exercised unless specified tracking prices are
realized for the Issuer's Common Shares. 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.
(5) Includes the 4,285,000 Common Shares underlying the
Preferred Stock and options to purchase 835,000
Common Shares which may be exercised within 60 days
as well as the outstanding Common Shares noted above.
Manhattan Goose does not intend to acquire additional Common Shares.
However, each member of Manhattan Goose reserves the right to purchase
additional Common Shares 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 Shares
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 Shares 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
Shares 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 Shares acquired by Manhattan
Goose shall be governed by the Operating Agreement of Manhattan Goose
which is described above.
6
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
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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.
8
Contemporaneous with the Stock Purchase Agreement, ECT entered into a
Right of Co-Sale Agreement (the "Co-Sale Agreement") with Jay Mealey, a
shareholder of the Issuer (the "Shareholder"). This Co-Sale Agreement
has now been terminated.
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 13-D 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: November 12, 2001 Manhattan Goose, L.L.C.,
a Utah limited liability company
/s/ Jeff Fishman
---------------------------------
Jeff Fishman, Operating Member
9