UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
VAALCO ENERGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
91851C201
(CUSIP Number)
LAWRENCE C. TUCKER
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(212) 493-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
JUNE 20, 2002
(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 Rules 13d-1(e), 13d-1(f) or 13-d1(g), check the following
box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 91851C201 2
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1 NAME OF REPORTING PERSON
THE 1818 FUND II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY OWNED ------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
38,763,441
------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
38,763,441
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,763,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 91851C201 3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
BROWN BROTHERS HARRIMAN & CO.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY OWNED ------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
38,763,441
------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
38,763,441
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,763,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 91851C201 4
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
T. MICHAEL LONG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY OWNED ------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
38,763,441
------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
38,763,441
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,763,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 91851C201 5
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
LAWRENCE C. TUCKER.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY OWNED ------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
38,763,441
------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------------
10 SHARED DISPOSITIVE POWER
38,763,441
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,763,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 91851C201 6
The undersigned hereby amend their Statement on Schedule 13D
filed on May 1, 1998, as amended by Amendment No. 1 thereto dated as of May 27
1998 (the "Schedule 13D"), filed with the Securities and Exchange Commission in
respect of the Common Stock, par value $.10 per share, of Vaalco Energy, Inc.,
on behalf of The 1818 Fund II, L.P., Brown Brothers Harriman & Co., T. Michael
Long and Lawrence C. Tucker. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the original Schedule 13D.
The information set forth in Schedule 13D is hereby amended as
follows:
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented by the addition of
the following paragraph:
Schedule I to the original Schedule 13D is hereby amended to
read in its entirety in the form attached as Schedule I hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Subordinated Credit Agreement dated as of June
10, 2002, and delivered as of June 20, 2002 (the "Credit Agreement"), by and
between the Company and the Fund, the Company delivered to the Fund on June 20,
2002, Warrants, dated as of June 10, 2002, to purchase 7,500,000 shares of
Common Stock at an exercise price of $0.50 per share, subject to adjustment in
certain circumstances (the "Warrant"), in consideration for the Fund's making a
loan to the Company of up to $10,000,000, all as more fully described in Item 6
below.
CUSIP No. 91851C201 7
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding the
following paragraph at the end thereof:
Pursuant to the Credit Agreement, the Company issued to the
Fund, on June 20, 2002, the Warrant in consideration for the Fund making a loan
to the Company of up to $10,000,000, all as more fully described in Item 6
below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by the addition of
the following:
(a)-(c) As of the date hereof, assuming the conversion of the
shares of Preferred Stock held by the Fund into shares of Common Stock as of
such date and the exercise of the Warrant held by the Fund into shares of Common
Stock, the Fund may be deemed to beneficially own 38,763,441 shares of Common
Stock, which, based on calculations made in accordance with Rule 13d-3(d)
promulgated under the Exchange Act and there being 20,744,569 shares of Common
Stock outstanding as of May 9, 2002 (as reported by the Company in its Form 10-Q
for the quarter ended March 31, 2002 as filed with the Securities and Exchange
Commission on May 14, 2002), represents approximately 70.3% of the outstanding
shares of Common Stock.
By virtue of BBH&Co.'s relationship with the Fund, BBH&Co. may
be deemed to beneficially own 38,763,441 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3(d) of the Exchange Act, and
there being 20,744,569 shares of Common Stock outstanding as of May 9, 2002 (as
reported by the Company in its Company's Form 10-Q for the quarter ended March
31, 2002 as filed
CUSIP No. 91851C201 8
with the Securities and Exchange Commission on May 14, 2002), represents
approximately 70.3% of the outstanding shares of Common Stock.
By virtue of the resolution adopted by BBH&Co. designating
Long and Tucker, or either of them, as the sole and exclusive partners of
BBH&Co. having voting power (including the power to vote or to direct the
voting) and investment power (including the power to dispose or to direct the
disposition) with respect to the securities of the Company, each of them may be
deemed to beneficially own 38,763,441 shares of Common Stock, which, based on
calculations made in accordance with Rule 13d-3(d) promulgated under the
Exchange Act and there being 20,744,569 shares of Common Stock outstanding as of
May 9, 2002 (as reported by the Company in its Form 10-Q for the quarter ended
March 31, 2002 as filed with the Securities and Exchange Commission on May 14,
2002), represents approximately 70.3% of the outstanding shares of Common Stock.
Except as set forth herein, no Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified on Schedule I,
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the preceding 60 days.
Paragraphs (d) and (e) of Item 5 of Schedule 13D are not
applicable to this filing.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by the addition of
the following:
CUSIP No. 91851C201 9
Pursuant to the Credit Agreement, until January 31, 2003, the
Fund has agreed to make one or more loans to the Company in an aggregate
principal amount not to exceed $10,000,000, the proceeds of which are to be
funded directly into an escrow account. The Company's obligation to repay is
evidenced by a promissory note in an aggregate principal amount not to exceed
$10,000,000 at an initial interest rate of 10% (the "Note").
The Warrant, delivered to the Company on June 20, 2002, gives
the Fund the right to purchase 7,500,000 validly issued, fully paid and
nonassessable shares of the Common Stock at an exercise price of $0.50 per
share, subject to adjustment in certain circumstances. The number of shares of
Common Stock subject to the Warrant and the exercise price are subject to
anti-dilution adjustments. The Warrant may be exercised immediately, in whole or
in part, at any time and from time to time until June 10, 2007 (the "Exercise
Period").
Pursuant to the Credit Agreement, the Company also issued to
the Fund an additional warrant, dated June 10, 2002, and delivered on June 20,
2002 (the "Clawback Warrant"). The Clawback Warrant gives the Fund the right to
purchase an additional 7,500,000 validly issued, fully paid and nonassessable
shares of the Common Stock ("Clawback Warrant Shares") at an exercise price of
$0.50 per share, subject to adjustment in certain circumstances. The Clawback
Warrant may only be exercised during the period beginning on June 10, 2004 and
ending on June 10, 2007. The number of Clawback Warrant Shares is subject to
reduction if the Company repays all or a portion of the loans before specified
time periods. The Clawback Warrant expires in 18 months if all was hereby repaid
by sell date. The number of shares of Common Stock
CUSIP No. 91851C201 10
subject to the Clawback Warrant and the excise price are subject to
anit-dilution adjustments.
The Credit Agreement provides that if, by the second
anniversary of the first funding under the Credit Agreement, all the loans have
not been repaid in full, the Company will issue to the Fund a warrant (the
"Additional Warrant") giving the Fund the right to purchase 7,500,000 validly
issued, fully paid and nonassessable shares of the Common Stock, at an excise
price of $0.10 per share subject to adjustments. The Additional Warrant will
expire 7 years after the date of issuance. The number of shares of Common Stock
subject to the Additional Warrant are subject to anti-dilution adjustments.
The foregoing summaries of the Credit Agreement, the Note, the
Warrant, the Clawback Warrant and Additional Warrant are qualified in their
entirety by reference to Exhibits 1, 2, 3 and 4 which are incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Credit Agreement, dated as of June 10, 2002,
among the Company and the Fund.
Exhibit 2: Note of the Company, in an aggregate
principal amount not to exceed $10,000,000,
dated as of June 10, 2001.
Exhibit 3: Warrant of the Company, dated as of June 10,
2002.
Exhibit 4: Clawback Warrant of the Company, dated as of
June 10, 2002.
CUSIP No. 91851C201 11
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 24, 2002 THE 1818 FUND II, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
---------------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
---------------------------------------
Name: Lawrence C. Tucker
Title: Partner
/s/ T. Michael Long
--------------------------------------------
T. Michael Long
/s/ Lawrence C. Tucker
--------------------------------------------
Lawrence C. Tucker
CUSIP No. 91851C201 12
SCHEDULE I
----------
Set forth below are the names and positions of all of the
general partners of BBH & Co. The principal occupation or employment of each
person listed below is private banker, and, unless otherwise indicated, the
business address of each person is 59 Wall Street, New York, New York 10005.
Unless otherwise indicated, each person listed below is a citizen of the United
States.
NAME BUSINESS ADDRESS
---- (IF OTHER THAN AS
INDICATED ABOVE)
----------------
J. William Anderson
Peter B. Bartlett
Brian A. Berris
Taylor Bodman
John J. Borland
Timothy J. Connelly 40 Water Street
Boston, Massachusetts 02109
Douglas A. Donahue, Jr. 40 Water Street
Boston, Massachusetts 02109
Anthony T. Enders
Alexander T. Ercklentz
Terrence M. Farley
John A. Gehret 525 Washington Blvd.
Jersey City, New Jersey 07310-1692
Elbridge T. Gerry, Jr.
Kristen F. Giarrusso
Robert R. Gould
Kyosuke Hashimoto 8-14 Nihonbashi 30-Chome Chuo-ku
(citizen of Japan) Tokyo 103, Japan
Ronald J. Hill
Landon Hilliard
Radford W. Klotz
CUSIP No. 91851C201 13
NAME BUSINESS ADDRESS
---- (IF OTHER THAN AS
INDICATED ABOVE)
----------------
Michael Kraynak, Jr.
Susan C. Livingston 40 Water Street
Boston, Massachusetts 02109
T. Michael Long
Hampton S. Lynch, Jr.
Michael W. McConnell
John P. Molner
William H. Moore III
Donald B. Murphy
John A. Nielsen
Eugene C. Rainis
A. Heaton Robertson 40 Water Street
Boston, Massachusetts 02109
Jeffrey Schoenfeld
W. Carter Sullivan
Stokley P. Towles 40 Water Street
Boston, Massachusetts 02109
Andrew J. F. Tucker
Lawrence C. Tucker
William B. Tyree
Maarten van Hengal
Douglas C. Walker 1531 Walnut Street
Philadelphia, Pennsylvania
William J. Whelan 40 Water Street
Boston, Massachusetts 02109
Laurence F. Whittemore
Richard H. Witmer, Jr.