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. 11)*
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)
January 7, 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 4 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 4 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
4,130,900
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 4,130,900
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,130,900
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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)
14.7%
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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 4 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"), as previously amended by Amendment No. 1 to the Schedule
13D filed on April 17, 2006, Amendment No. 2 to the Schedule 13D filed on April
24, 2006, Amendment No. 3 to the Schedule 13D filed on April 28, 2006, Amendment
No. 4 to the Schedule 13D filed on May 3, 2006, Amendment No. 5 to the Schedule
13D filed on May 16, 2006, Amendment No. 6 to the Schedule 13D filed on June 2,
2006, Amendment No. 7 to the Schedule 13D filed on June 7, 2006, Amendment No. 8
to the Schedule 13D filed on June 12, 2006, Amendment No. 9 to the Schedule 13D
filed on June 22, 2006 and Amendment No. 10 to the Schedule 13D filed on August
22, 2006, is hereby further amended as set forth below by this Amendment No. 11
to the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
On January 7, 2007, in connection with the execution of a merger agreement
between Forest Oil Corporation ("Forest Oil"), its wholly owned subsidiary MJCO
Corporation ("MJCO") and the Issuer (the "Merger Agreement"), various accounts
under the Reporting Person's management and control signed a voting agreement
with Forest Oil and MJCO (the "Voting Agreement"). The Voting Agreement, which
terminates in the event the Merger Agreement terminates and in certain other
circumstances, provides, among other things, that such funds (i) will vote their
Shares in favor of the transactions contemplated by the Merger Agreement and
against any matter that would interfere with the consummation of such
transactions, and appoint Forest Oil as their proxy to the extent their Shares
are not so voted, (ii) will not dispose of their Shares except pursuant to such
transactions or to a person who agrees to be bound by the terms of the Voting
Agreement, and (iii) will not take certain actions with respect to the
solicitation of competing transactions. The foregoing description of the Voting
Agreement is a summary only, and is qualified by reference to the actual Voting
Agreement, a copy of which is attached hereto as Exhibit N and incorporated
herein by reference. Also on January 7, 2007, the Reporting Person agreed that
it would not propose any extraordinary transactions with Forest Oil or to seek
to influence the management or control of Forest Oil for one year following the
closing of the transactions contemplated by the Merger Agreement.
Item 5. Interest in Securities of the Company
Paragraphs (a) 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 28,086,954 Shares outstanding, which
is the total number of Shares outstanding as of November 7, 2006 as reported in
the Issuer's quarterly report for the quarter ended September 30, 2006.
As of the close of business on January 8, 2007, the Reporting Person
may be deemed to beneficially own 4,130,900 Shares constituting approximately
14.7% of the Shares outstanding.
(c) No transactions in the Shares have been effected by the Reporting
Person during the last 60 days.
Item 7. Material to be filed as exhibits
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
14. Exhibit N - Voting Agreement dated as of January 7, 2007.
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CUSIP NO. 442120101 SCHEDULE 13D PAGE 4 OF 4 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: January 9, 2007
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: General Partner