UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE HOUSTON EXPLORATION COMPANY
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
442120101
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 2006
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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. [ ]
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 5 Pages)
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* 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).
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CUSIP NO. 442120101 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,617,700
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,617,700
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,617,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 442120101 SCHEDULE 13D PAGE 3 OF 5 PAGES
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The Schedule 13D filed on February 21, 2006 by JANA Partners LLC, a
Delaware limited liability company (the "Reporting Person"), relating to the
shares ("Shares") of common stock, $0.01 par value, of The Houston Exploration
Company (the "Issuer"), is hereby amended as set forth below by this Amendment
No. 1 to the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
As of the date of this filing, the Reporting Person may be deemed the
beneficial owner of 2,617,700 Shares. The aggregate purchase price of the Shares
owned beneficially by the Reporting Person is approximately $152,374,946. Such
Shares were acquired with investment funds in accounts under management.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated as follows:
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.
On April 17, 2006, following earlier discussions between representatives
of the Reporting Person and the Issuer regarding the Issuer's strategic
direction and related matters, the Reporting Person's Managing Partner, Barry
Rosenstein, sent a letter to the Board of Directors of the Issuer, which letter
set forth the Reporting Person's belief that the Issuer should use the proceeds
from its recent disposition of certain assets to repurchase shares of its common
stock and addressed related matters. The Reporting Person also expressed its
belief that the Issuer should explore strategic alternatives, including a sale.
The letter sent by the Reporting Person is attached hereto as Exhibit A and is
incorporated herein by reference. The Reporting Person intends to continue
discussions regarding these matters with representatives of the Issuer.
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.
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CUSIP NO. 442120101 SCHEDULE 13D PAGE 4 OF 5 PAGES
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Item 5. Interest in Securities of the Company.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended
and restated as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 29,071,130 Shares outstanding, which is
the total number of Shares outstanding as of March 9, 2006 as reported in the
Issuer's proxy statement pursuant to Section 14(a) of the Securities and
Exchange Act dated March 17, 2006.
As of the close of business on April 13, 2006, the Reporting Person may
be deemed to beneficially own 2,617,700 Shares constituting approximately 9.0%
of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over the
2,617,700 Shares reported herein, which powers are exercised by the Principals.
(c) The following transactions in the Shares were effected by the
Reporting Person since the most recent filing of Schedule 13D. All of the
transactions in the Shares were effected in open market purchases on the NYSE
through various brokerage entities.
Date of
Transaction Shares Purchased (Sold) Price Per Share
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2/27/2006 (100,000) $59.78
2/27/2006 (18,600) $59.76
2/28/2006 (180,000) $58.68
3/1/2006 (112,000) $56.54
3/3/2006 Options to Purchase 92,000 shares $50.00 (Exercise Price)
3/3/2006 Options to Purchase 8,000 shares $50.00 (Exercise Price)
3/3/2006 Options to Purchase 50,000 shares $50.00 (Exercise Price)
3/6/2006 Options to Purchase 138,000 shares $50.00 (Exercise Price)
3/6/2006 Options to Purchase 12,000 shares $50.00 (Exercise Price)
3/9/2006 (100,000) $50.18
3/10/2006 (100,000) $50.03
3/10/2006 (600) $49.83
3/13/2006 (50,000) $50.86
3/14/2006 35,000 $51.18
3/14/2006 40,000 $51.17
3/17/2006 Options Exercised for 322,000 Shares $50.00 (Exercise Price)
3/17/2006 Options Exercised for 28,000 Shares $50.00 (Exercise Price)
3/17/2006 Options Exercised for 50,000 Shares $50.00 (Exercise Price)
4/3/2006 Options Exercised for 1,837,000 Shares $30.00 (Exercise Price)
4/10/2006 25,000 $54.21
4/10/2006 75,000 $54.26
Note: Options exercisable for 50,000 shares have expired.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
1. Exhibit A - Letter from the Reporting Person to the Issuer's Board of
Directors, dated April 17, 2006.
2. Exhibit B - Press release dated April 17, 2006.
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CUSIP NO. 442120101 SCHEDULE 13D PAGE 5 OF 5 PAGES
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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: April 17, 2006
JANA PARTNERS LLC
By: /s/ Barry Rosenstein
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Name: Barry Rosenstein
Title: Managing Partner
By: /s/ Gary Claar
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Name: Gary Claar
Title: Managing Director