UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
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)
AUGUST 28, 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.
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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
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
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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
36,513,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.54%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 91851C201 3
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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
36,513,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.54%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
CUSIP No. 91851C201 4
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1 NAME OF REPORTING PERSON
T. MICHAEL LONG
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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
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
36,513,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.54%
--------------------------------------------------------------------------------
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
36,513,441
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.54%
--------------------------------------------------------------------------------
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 and
as amended by Amendment No. 2 thereto dated as of June 24, 2002 (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.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
No change.
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
CUSIP No. 91851C201 7
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 69.54% 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 with the Securities and Exchange Commission on May 14, 2002),
represents approximately 69.54% 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
CUSIP No. 91851C201 8
on May 14, 2002), represents approximately 69.54% 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:
On August 28, 2002, the Company, the Fund and Nissho Iwai Corporation
("NIC") entered into an Amended and Restated Subordinated Credit Agreement,
dated as of August 23, 2002 (the "Amended Credit Agreement"), which replaces the
Credit Agreement in its entirety. The Amended Credit Agreement provides that if
on May 1, 2003 less than $10 million has been drawn from the Fund, then on such
date the Company will extinguish a portion of the Warrant and Clawback Warrant
so that the number of shares of Common Stock into which each of the Warrant and
Clawback Warrant are exercisable is reduced by the percentage of the loan that
has not been drawn. The Amended Credit Agreement also provides that any
Additional Warrants will be issued to each lender in proportion to such lender's
loans outstanding at the time of issuance.
CUSIP No. 91851C201 9
On August 28, 2002, the Company, the Fund and NIC entered into an
Amended and Restated Registration Rights Agreement, dated as of August 23, 2002
(the "Amended Registration Rights Agreement"), which replaces the Registration
Rights Agreement in its entirety. Under the Amended Registration Rights
Agreement the Fund has the right, among other things, on the terms and
conditions set forth therein, to require the Company to register for sale to the
public the shares of Common Stock issued upon the conversion of the Preferred
Stock and the shares of Common Stock issued upon the exercise of the Warrant,
the Clawback Warrant and the Additional Warrant and any other shares of Common
Stock held by the Fund.
The foregoing summaries of the Amended Credit Agreement and the Amended
Registration Rights Agreement are qualified in their entirety by reference to
Exhibits 1 and 2 which are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Amended and Restated Subordinated Credit Agreement,
dated as of August 23, 2002 by an among the Company,
the Fund and Nissho Iwai Corporation.
Exhibit 2: Amended and Restated Registration Rights Agreement,
dated as of August 23, 2002 by and among the Company,
the Fund and Nissho Iwai Corporation.
CUSIP No. 91851C201 10
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: August 28, 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