SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(AMENDMENT NO.1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
WESTPORT RESOURCES CORPORATION
(FORMERLY KNOWN AS BELCO OIL & GAS CORP.)
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(Name of Issuer)
COMMON STOCK, $.O1 PAR VALUE PER SHARE
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(Title of Class of Securities)
961418100
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(CUSIP Number)
C/O HOWARD L. BOIGON
1670 BROADWAY STREET
SUITE 2800
DENVER, COLORADO 80202
(303) 573-5404
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
STEPHEN W. JOHNSON, ESQUIRE
REED SMITH LLP
435 SIXTH AVENUE
PITTSBURGH, PENNSYLVANIA 15219
(412) 288-3131
April 7, 2003
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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 / /.
The total number of shares of Common Stock (as defined herein) reported herein
is 35,595,708, which constitutes 53.2% of the total number of shares outstanding
as of March 3, 2003, as identified in Westport Resources Corporation's Form 10-K
filed on March 10, 2003. Ownership percentages set forth herein assume that at
March 3, 2003, there were 66,793,522 shares of Common Stock of Issuer (as
defined herein) outstanding, 2,930,000 shares of Preferred Stock, par value
$0.01 per share ("Preferred Stock"), outstanding and convertible into 1,364,779
shares of Common Stock, at a conversion rate of 0.465795 shares of Common Stock
per share of Preferred Stock.
-2-
CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERI Investments, Inc.
51-0370098
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
13,049,502
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0(1)
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,049,502
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
-3-
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,049,502(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.54%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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(1) ERI Investments, Inc. ("ERI") disclaims beneficial ownership of 21,678,056
shares of Westport Resources Corporation ("Issuer") Common Stock that are
subject to the Third Amended and Restated Shareholders Agreement, dated as of
February 14, 2003 among Westport Resources Corporation, ERI, Westport Energy LLC
("WELLC"), Medicor Foundation and certain stockholders of the Issuer named
therein (the "Shareholders Agreement"). The share amounts reflected in this
Amendment No.1 to Schedule 13D are derived from Issuer's Proxy Statement filed
on January 31, 2003. ERI owns 13,006,152 shares of Issuer Common Stock
directly. Equitable Production Company ("EQT Production") and NORESCO
Holdings, Inc. ("NORESCO"), each a wholly owned subsidiary of ERI, directly
own 27,550 shares and 15,800 shares of Issuer Common Stock, respectively.
-4-
CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equitable Resources, Inc.
25-0464690
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
13,049,502(2)
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0(3)
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,049,502(2)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
-5-
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,049,502(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.54%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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(2) Includes 13,006,152 shares of Issuer Common Stock held by ERI, a wholly
owned subsidiary of Equitable Resources, Inc. ("Equitable"), subject to the
Shareholders Agreement, and 27,550 shares and 15,800 shares of Issuer Common
Stock held by EQT Production and NORESCO, respectively, each a wholly owned
subsidiary of ERI, which were acquired by capital contribution from ERI on
March 28, 2003. Equitable may be deemed to beneficially own these shares.
Equitable disclaims beneficial ownership of the shares of Issuer Common Stock
held by ERI, EQT Production and NORESCO.
(3) Equitable disclaims beneficial ownership of 21,678,056 shares of Issuer
Common Stock held by the other shareholders of Issuer that are subject to the
Shareholders Agreement.
-6-
CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Murry S. Gerber
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
13,056,002(4)
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0(5)
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,056,002(4)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-7-
13,056,002(5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.55%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(4) Includes (i) 13,006,152 shares of Issuer Common Stock held by ERI, a wholly
owned subsidiary of Equitable, subject to the Shareholders Agreement, beneficial
ownership of which shares may be attributable to Murry S. Gerber, Chairman,
President and CEO of Equitable, (ii) 27,550 shares and 15,800 shares of Issuer
Common Stock held by EQT Production and NORESCO, respectively, which were
acquired by capital contribution from ERI, a wholly owned subsidiary of
Equitable, beneficial ownership of which shares may be attributable to Murry S.
Gerber, Chairman, President and CEO of Equitable, and (iii) 6,500 shares of
Issuer Common Stock held by Mr. Gerber directly. Mr. Gerber disclaims beneficial
ownership of 13,049,502 shares of Issuer Common Stock held by ERI, EQT
Production and NORESCO.
(5) Murry S. Gerber disclaims beneficial ownership of 21,678,056 shares of
Issuer Common Stock held by the other shareholders of Issuer that are subject to
the Shareholders Agreement.
-8-
CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David L. Porges
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
13,051,502(6)
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0(7)
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
13,051,502(6)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9-
13,051,502(7)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.54%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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(6) Includes (i) 13,006,152 shares of Issuer Common Stock held by ERI, a
wholly owned subsidiary of Equitable, subject to the Shareholders Agreement,
beneficial ownership of which shares may be attributable to David L. Porges,
Executive Vice President and Chief Financial Officer of Equitable, (ii)
27,550 shares and 15,800 shares of Issuer Common Stock held by EQT Production
and NORESCO, respectively, which were acquired by capital contribution from
ERI, a wholly owned subsidiary of Equitable, beneficial ownership of which
shares may be attributable to David L. Porges, Executive Vice President and
Chief Financial Officer of Equitable, and (iii) 2,000 shares of Issuer Common
Stock directly held by Mr. Porges. Mr. Porges disclaims beneficial ownership
of 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and
NORESCO.
(7) David L. Porges disclaims beneficial ownership of 21,678,056 of shares of
Issuer Common Stock held by the other shareholders of Issuer that are subject to
the Shareholders Agreement.
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CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equitable Production Company
25-0724685
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
27,550(8)
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0(9)
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
27,550(8)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
-11-
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,550(9)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(8) On March 31, 2003, EQT Production donated 547,450 shares of Issuer
Common Stock to the Foundation (as defined herein) that had been acquired by
capital contribution from ERI on March 28, 2003.
(9) EQT Production disclaims beneficial ownership of 21,678,056 of shares of
Issuer Common Stock held by the other shareholders of Issuer that are subject to
the Shareholders Agreement.
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CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NORESCO Holdings, Inc.
04-3584666
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
15,800(10)
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0(11)
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,800(10)
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
-13-
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,800(11)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.023%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
(10) On March 31, 2003, NORESCO donated 314,200 shares of Issuer Common Stock to
the Foundation that had been acquired by capital contribution from ERI on March
28, 2003.
(11) NORESCO disclaims beneficial ownership of 21,678,056 of shares of Issuer
Common Stock held by the other shareholders of Issuer that are subject to the
Shareholders Agreement.
-14-
CUSIP No. 961418100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equitable Resources Foundation, Inc.
04-3747289
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
See Item 3
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0(12)
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
-15-
1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(12) On March 31, 2003, the Foundation sold 861,650 shares of Issuer Common
Stock that were acquired by gift from EQT Production and NORESCO. EQT Production
and NORESCO donated 547,450 shares and 314,200 shares of Issuer Common Stock,
respectively, to the Foundation on March 31, 2003 that had been acquired by
capital contribution from ERI on March 28, 2003.
-16-
THIS AMENDMENT NO.1 TO SCHEDULE 13D ("AMENDMENT NO.1") RELATES TO THE SCHEDULE
13D ORIGINALLY FILED ON BEHALF OF THE REPORTING PERSONS WITH THE SECURITIES AND
EXCHANGE COMMISSION ON AUGUST 31, 2001 (THE "SCHEDULE 13D"). THE TEXT OF ITEMS
1, 2, 4, 5, 6, AND 7 OF SAID SCHEDULE 13D IS HEREBY AMENDED AS FOLLOWS:
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended by deleting the text thereof in its entirety and
replacing it with the following:
This statement on Schedule 13D relates to the common stock, par value $0.01 per
share ("Common Stock"), of Westport Resources Corporation, a Nevada corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
1670 Broadway Street, Suite 2800, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended by deleting the text thereof in its entirety and
replacing it with the following:
This Schedule 13D is being filed by ERI Investments, Inc., a Delaware
corporation ("ERI"), Equitable Resources, Inc., a Pennsylvania corporation
("Equitable"), Equitable Production Company, a Pennsylvania corporation ("EQT
Production"), NORESCO Holdings, Inc., a Delaware corporation ("NORESCO"),
Equitable Resources Foundation, Inc., a tax-exempt, charitable foundation
incorporated under the laws of Pennsylvania (the "Foundation" and collectively
with ERI, Equitable, EQT Production and NORESCO, the "ERI Entities"), and the
following individuals: Murry S. Gerber and David L. Porges. ERI's principal
business is to serve as a holding company for various subsidiaries and
affiliates of Equitable. The address of ERI's principal office is: 801 West
Street, 2nd Floor, Wilmington, Delaware 19801. The principal business of
Equitable is to serve as an integrated energy company with an emphasis on the
Appalachian area natural gas supply, natural gas transmission and distribution
and leading-edge energy management services for customers throughout the United
States and selected foreign markets. The address of its principal office is: One
Oxford Centre, 301 Grant Street, Suite 3300, Pittsburgh, Pennsylvania 15219. EQT
Production's principal business is the unregulated production of natural gas in
the Appalachian Basin. The address of EQT Production's principal office is: Four
Allegheny Center, 9th Floor, Pittsburgh, Pennsylvania 15212-5255. NORESCO's
principal business is to serve as a holding company of (i) unregulated
subsidiary companies that provide energy management services and market natural
gas and (ii) various other lawful businesses and enterprises. The address of its
principal office is: 1 Research Drive, Suite 400C, Westborough, MA 01581. The
Foundation is a private charitable foundation established to make charitable
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grants in the communities where Equitable and its subsidiaries do business to
satisfy Equitable's company-wide community charitable giving obligations. The
address of the Foundation's principal office is: One Oxford Centre, 301 Grant
Street, Suite 3300, Pittsburgh, Pennsylvania 15219. Murry S. Gerber, a director
of the Issuer, is Chairman, President and Chief Executive Officer of Equitable.
David L. Porges, a director of the Issuer, is Executive Vice President and Chief
Financial Officer of Equitable. The address of each of Mr. Gerber and Mr. Porges
is: One Oxford Centre, Suite 3300, 301 Grant Street, Pittsburgh, Pennsylvania
15219. Mr. Gerber and Mr. Porges are United States citizens.
Neither ERI, Equitable, EQT Production, NORESCO, the Foundation nor any of their
respective directors, executive officers, members or managers, has, during the
past five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or an administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended by inserting the following at the end of Item 4:
NORESCO and EQT Production acquired 330,000 shares and 575,000 shares,
respectively, of Common Stock from ERI pursuant to that certain Contribution
Agreement dated as of March 28, 2003 among NORESCO, EQT Production and ERI (the
"Subsidiary Contribution Agreement").
On March 28, 2003, the Foundation acquired 861,650 shares (the "Donated Shares")
of Common Stock of the Issuer by gift from NORESCO and EQT Production, pursuant
to that certain Donor Pledge Agreement dated as of March 28, 2003 among NORESCO,
EQT Production, the Foundation and certain parties named therein (the "Donor
Pledge Agreement"). NORESCO donated 314,200 shares of Common Stock to the
Foundation. EQT Production donated 547,450 shares of Common Stock to the
Foundation. The Foundation subsequently sold the Donated Shares on March 31,
2003 to fund the Foundation and to provide liquidity for the Foundation's
anticipated charitable giving commitments. Equitable, Murray S. Gerber and David
L. Porges may be deemed to beneficially own shares of Issuer Common Stock held
by the Foundation; however, neither Equitable, ERI, Murray S. Gerber, David L.
Porges, NORESCO or EQT Production have any pecuniary or other interest in the
Foundation or the assets of the
-18-
Foundation, including in any Issuer Common Stock contributed to the Foundation
or the sale proceeds thereof.
The remaining 27,550 shares and 15,800 shares of Common Stock of Issuer that are
owned by EQT Production and NORESCO, respectively, are expected to be donated to
the Foundation within the next three to six months and then subsequently sold by
the Foundation in market transactions directly with market makers, or through
private negotiated transactions.
Pursuant to that certain Agreement dated as of March 28, 2003, among ERI,
NORESCO, EQT Production and the Foundation (the "Agreement to Limit Sales of WRC
Stock"), ERI, NORESCO and EQT Production have agreed not to sell any shares of
Issuer Common Stock for so long as the Foundation holds any shares of the Issuer
Common Stock.
The descriptions of the Donor Pledge Agreement, Subsidiary Contribution
Agreement and Agreement to Limit Sales of WRC Stock contained herein are
qualified in their entirety by reference to the applicable agreements, which
are attached hereto as Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5,
respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended by deleting the text thereof in its entirety and
replacing it with the following:
(a) The aggregate number of shares of Issuer Common Stock of which
the Foundation may be deemed to be the beneficial owner is 0 shares. On March
31, 2003, the Foundation sold 861,650 shares of Issuer Common Stock,
representing 1.29% of Issuer Common Stock outstanding as of March 3, 2003.
The aggregate number of shares of Issuer Common Stock of which Murry
S. Gerber may be deemed to be the beneficial owner is 13,056,002. Such shares
represent 19.55% of the shares of Issuer Common Stock which are deemed to be
outstanding as of March 3, 2003.
The aggregate number of shares of Issuer Common Stock of which David
L. Porges may be deemed to be the beneficial owner is 13,051,502. Such shares
represent 19.54% of the shares of Issuer Common Stock which are deemed to be
outstanding as of March 3, 2003.
ERI directly owns 13,006,152 shares of Issuer Common Stock, which were
received in the Merger, and which are subject to the Shareholders Agreement. EQT
Production and NORESCO own 27,550 shares and 15,800 shares, respectively, of
Common Stock pursuant to the Donor Pledge Agreement and Subsidiary
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Contribution Agreement. On March 28, 2003, EQT Production and NORESCO agreed to
be bound by the terms of the Shareholders Agreement and, therefore, these shares
are also subject to the Shareholders Agreement. Equitable does not directly own
any shares of Issuer Common Stock. Equitable, however, as the parent of ERI, may
be deemed to have indirect ownership of 13,006,152 shares of Issuer Common
Stock, which were received in the Merger by ERI. Equitable may also be deemed to
have indirect ownership of 27,550 shares and 15,800 shares of Issuer Common
Stock held by EQT Production and NORESCO, respectively. Equitable disclaims
beneficial ownership of the 13,049,502 shares of Issuer Common Stock held by
ERI, EQT Production and NORESCO.
Murry S. Gerber directly owns 6,500 shares of Issuer Common Stock,
which were received in the Merger. Mr. Gerber, Chairman, President and Chief
Executive Officer of Equitable, the parent of ERI, may be deemed to have
indirect ownership of 13,006,152 shares of Issuer Common Stock, which were
received in the Merger by ERI. Mr. Gerber may also be deemed to have indirect
ownership of 27,500 shares and 15,800 shares of Issuer Common Stock held by EQT
Production and NORESCO, respectively. Mr. Gerber disclaims beneficial ownership
of the 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and
NORESCO.
David L. Porges directly owns 2,000 shares of Issuer Common Stock,
which were received in the Merger. Mr. Porges, Executive Vice President and
Chief Financial Officer of Equitable, the parent of ERI, may be deemed to have
indirect ownership of 13,006,152 shares of Issuer Common Stock, which were
received in the Merger by ERI. Mr. Porges may also be deemed to have indirect
ownership of 27,550 shares and 15,800 shares of Issuer Common Stock held by EQT
Production and NORESCO, respectively. Mr. Porges disclaims beneficial ownership
of the 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and
NORESCO.
Pursuant to the Shareholders Agreement, each of ERI, Equitable, EQT
Production, NORESCO and Messrs. Porges and Gerber may be deemed to have
beneficial ownership of 21,678,056 shares of Issuer Common Stock. Each of ERI,
Equitable, EQT Production, NORESCO and Messrs. Porges and Gerber disclaims
beneficial ownership of such 21,678,056 shares of Issuer Common Stock.
Item 5(b) is hereby amended by deleting the text thereof in its entirety and
replacing it with the following:
(b) Each of Equitable and ERI may be deemed to have the sole power to
vote and dispose of 13,049,502 shares of Issuer Common Stock. Mr. Gerber may be
deemed to have the sole power to vote and dispose of 13,056,002 shares of Issuer
Common Stock. Mr. Porges may be deemed to have the sole power to vote and
dispose of 13,051,502 shares of Issuer Common Stock. EQT
-20-
Production may be deemed to have the sole power to vote and dispose of 27,550
shares of Issuer Common Stock. NORESCO may be deemed to have the sole power to
vote and dispose of 15,800 shares of Issuer Common Stock. Each of Equitable, Mr.
Gerber and Mr. Porges disclaims beneficial ownership of 13,049,502 shares of
Issuer Common Stock held by ERI, EQT Production and NORESCO. Pursuant to the
Shareholders Agreement, each of ERI, Equitable, EQT Production, NORESCO and
Messrs. Porges and Gerber may be deemed to have shared voting power over
21,678,056 shares of Issuer Common Stock collectively held by WELLC, the Medicor
Foundation and the other shareholders of Issuer named therein. Each of ERI,
Equitable, EQT Production, NORESCO and Messrs. Gerber and Porges disclaims
beneficial ownership of such 21,678,056 shares of Issuer Common Stock. The
address of each of ERI, Equitable, EQT Production, NORESCO and Messrs. Porges
and Gerber is listed in Item 2.
To the best knowledge of each reporting person herein, none of the
stockholders of Issuer who are parties to the Shareholders Agreement, have,
during the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or an administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 5(c) is hereby amended by deleting the text thereof in its entirety and
replacing it with the following:
(c) Other than as contemplated by the Donor Pledge Agreement and the
Contribution Agreement, neither Equitable, ERI, any member of their respective
board, nor their respective executive officers has effected any transactions in
Issuer Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
Item 6 is hereby amended by deleting paragraph (b) in its entirety and
replacing it with the following:
(b) Third Amended and Restated Shareholders Agreement, dated as of
February 14, 2003, among Westport Resources Corporation, ERI Investments, Inc.,
Westport Energy LLC, Medicor Foundation and certain stockholders named therein
(filed herewith).
Item 6 is hereby further amended by inserting the following at the end
of Item 6:
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(d) Donor Pledge Agreement dated as of March 28, 2003 among NORESCO,
EQT Production, the Foundation and certain parties named therein.
(e) Contribution Agreement dated as of March 28, 2003 among NORESCO,
EQT Production and ERI.
(f) Agreement dated March 28, 2003 among ERI, NORESCO, EQT Production
and the Foundation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by deleting Exhibit 10.2 thereof in its
entirety and replacing it with the following:
10.2* Third Amended and Restated Shareholders Agreement, dated as of
February 14, 2003, among Westport Resources Corporation, ERI
Investments, Inc., Westport Energy LLC, Medicor Foundation and
certain stockholders named therein.
Item 7 is hereby further amended by inserting the following after
Exhibit 10.2:
Exhibit
No. Description
---------- ------------
10.3* Donor Pledge Agreement dated as of March 28, 2003 among NORESCO,
EQT Production, the Foundation and certain parties named therein.
10.4* Contribution Agreement dated as of March 28, 2003 among NORESCO,
EQT Production and ERI.
10.5* Agreement dated March 28, 2003 among ERI, NORESCO, EQT Production
and the Foundation.
* Filed herewith.
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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.
Dated: April 7, 2003
ERI INVESTMENTS, INC.
By: /s/ KENNETH J. KUBACKI
-----------------------------------
Name: Kenneth J. Kubacki
-----------------------------------
Title: Vice President
-----------------------------------
/s/ MURRY S. GERBER
----------------------------------------
Murry S. Gerber
/s/ DAVID L. PORGES
----------------------------------------
David L. Porges
EQUITABLE RESOURCES FOUNDATION, INC.
By: /s/ JAMES E. CROCKARD, III
-----------------------------------
Name: James E. Crockard, III
-----------------------------------
Title: Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
10.1 Agreement and Plan of Merger, dated as of June 8, 2001 by and
between Westport Resources Corporation and Belco Oil and Gas
Corp. (incorporated by reference from Annex A to Joint
Statement/Prospectus filed with the SEC on August 1, 2001).
10.2* Third Amended and Restated Shareholders Agreement, dated as of
February 14, 2003, among Westport Resources Corporation, ERI
Investments, Inc., Westport Energy LLC, Medicor Foundation and
certain stockholders named therein.
10.3* Donor Pledge Agreement dated as of March 28, 2003 among NORESCO,
EQT Production, the Foundation and certain parties named therein.
10.4* Contribution Agreement dated as of March 28, 2003 among NORESCO,
EQT Production and ERI.
10.5* Agreement dated March 28, 2003 among ERI, NORESCO, EQT Production
and the Foundation.
99.1 Joint Filing Agreement dated as of August 31, 2001.
* Filed herewith
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