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)
Under the Securities Exchange Act of 1934
(Amendment No. )
THE HOUSTON EXPLORATION COMPANY
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
442120101
--------------------------------------------------------------------------------
(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2006
--------------------------------------------------------------------------------
(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 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
--------------------------
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. 442120101 SCHEDULE 13D PAGE 2 OF 7 PAGES
------------------------------ --------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,853,900 (including 1,987,000 shares
underlying options)
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,853,900 (including 1,987,000 shares
underlying options)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,853,900 (including 1,987,000 shares
underlying options)
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
-------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------------ --------------------
CUSIP NO. 442120101 SCHEDULE 13D PAGE 3 OF 7 PAGES
------------------------------ --------------------
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares ("Shares") of common
stock, $0.01 par value, of The Houston Exploration Company (the "Issuer"). The
principal executive office of the Issuer is located at 1100 Louisiana, Suite
2000, Houston, Texas 77002-5215.
Item 2. Identity and Background.
(a) This statement is filed by JANA Partners LLC, a Delaware limited
liability company (the "Reporting Person"). The Reporting Person is a private
money management firm which holds the Shares of the Issuer in various accounts
under its management and control. The principals of the Reporting Person are
Barry Rosenstein and Gary Claar (the "Principals").
(b) The principal business address of the Reporting Person and the
Principals is 200 Park Avenue, Suite 3300, New York, New York 10166.
(c) The principal business of the Reporting Person and the Principals is
investing for accounts under their management.
(d) Neither the Reporting Person nor the Principals has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principals has, during the last
five years, been a party to a civil proceeding of a judicial or 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.
(f) The Reporting Person is a limited liability company organized in
Delaware. The Principals are citizens of the United States of America.
------------------------------ --------------------
CUSIP NO. 442120101 SCHEDULE 13D PAGE 4 OF 7 PAGES
------------------------------ --------------------
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of this filing, the Reporting Person may be deemed the
beneficial owner of (i) 866,900 Shares outright, (ii) 1,837,000 Shares issuable
upon the exercise of call options with an exercise price of $30.00 per Share,
(iii) 100,000 Shares issuable upon the exercise of call options with an exercise
price of $50.00 per Share and (iii) 50,000 Shares issuable upon the exercise of
call options with an exercise price of $55.00 per Share. The call options are
collectively referred to as "Options." The aggregate purchase price of the
866,900 Shares owned beneficially by the Reporting Person is $49,632,244. Such
Shares were acquired with investment funds in accounts under management.
Item 4 Purpose of Transaction.
The Reporting Person acquired the Shares for investment in the ordinary
course of business. The Reporting Person believes that the Shares at current
market prices are undervalued and represent an attractive investment
opportunity. The Reporting Person may make further purchases of the Shares from
time to time and may dispose of any or all of the Shares held by it at any time.
Except as set forth herein, neither the Reporting Person nor the
Principals have any present plan or proposal that would relate to or result in
any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D. The Reporting Person intends to review its investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation,
the Issuer's financial position and strategic direction, price levels of the
Shares, conditions in the securities market and general economic and industry
conditions, the Reporting Person may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, purchasing additional Shares or selling some or all of its
Shares, and, alone or with others, pursuing discussions with the Issuer, other
stockholders and third parties with regard to its investment in the Issuer,
and/or otherwise changing its intention with respect to any and all matters
referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 28,847,363 Shares outstanding, which is
the total number of Shares outstanding as of September 30, 2005 as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
2005.
As of the close of business on February 17, 2006, the Reporting Person
may be deemed to beneficially own 2,853,900 Shares (including 1,987,000 shares
underlying options) constituting approximately 9.9% of the Shares outstanding.
------------------------------ --------------------
CUSIP NO. 442120101 SCHEDULE 13D PAGE 5 OF 7 PAGES
------------------------------ --------------------
(b) The Reporting Person has sole voting and dispositive powers over the
2,853,900 Shares reported herein (assuming exercise of the Options), which
powers are exercised by the Principals.
(c) Information concerning transactions in the Shares effected
by the Reporting Person during the past sixty days is set forth in Schedule A
hereto and is incorporated herein by reference. All of the transactions in
Shares listed on Schedule A hereto were effected in open market purchases on the
NYSE through various brokerage entities. The Options were purchased on the open
market and in private transactions.
(d) No person (other than the Reporting Person) is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
Except as otherwise set forth herein, the Reporting Person does not have
any contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Not applicable
------------------------------ --------------------
CUSIP NO. 442120101 SCHEDULE 13D PAGE 6 OF 7 PAGES
------------------------------ --------------------
SIGNATURES
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: February 21, 2006
JANA PARTNERS LLC
BY: /s/ Barry Rosenstein
---------------------------------
Name: Barry Rosenstein
Title: Managing Partner
BY: /s/ Gary Claar
---------------------------------
Name: Gary Claar
Title: Managing Director
------------------------------ --------------------
CUSIP NO. 442120101 SCHEDULE 13D PAGE 7 OF 7 PAGES
------------------------------ --------------------
SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE
REPORTING PERSON DURING THE PAST 60 DAYS
Date Shares Purchased Price Per
of Transaction (Sold) Share ($)
--------------------------------------------------------------------------
1/12/2006 17,800 53.07
1/13/2006 33,700 53.43
1/17/2006 26,100 55.13
1/18/2006 45,000 54.26
1/18/2006 25,000 54.06
1/19/2006 38,900 55.78
1/19/2006 100 55.92
1/19/2006 11,100 55.04
1/20/2006 7,728 57.63
1/20/2006 253,000 57.02
1/20/2006 672 57.63
1/20/2006 22,000 57.02
1/20/2006 75,000 57.02
1/23/2006 2,484 58.22
1/23/2006 63,112 59.53
1/23/2006 216 58.22
1/23/2006 1,976 60.00
1/23/2006 5,488 59.53
1/23/2006 80,000 59.53
1/24/2006 67,724 59.60
1/24/2006 2,484 59.46
1/24/2006 216 59.46
1/24/2006 10,000 59.60
1/26/2006 6,532 58.37
1/26/2006 568 58.37
2/1/2006 Options to purchase 30.00 (exercise
250,000 shares price of options)
2/8/2006 Options to purchase 30.00 (exercise
627,700 shares price of options)
2/9/2006 Options to purchase 30.00 (exercise
370,000 shares price of options)
2/9/2006 70,000 58.51
2/9/2006 Options to purchase 55.00 (exercise
50,000 shares price of options)
2/10/2006 Options to purchase 30.00 (exercise
227,300 shares price of options)
2/13/2006 Options to purchase 30.00 (exercise
218,000 shares price of options)
2/14/2006 Options to purchase 30.00 (exercise
144,000 shares price of options)
2/15/2006 Options to purchase 50.00 (exercise
92,000 shares price of options)
2/15/2006 Options to purchase 50.00 (exercise
8,000 shares price of options)