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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) American Oil and Gas Corporation -------------------------------- (Name of Issuer) Common Stock, $.04 par value ------------------------------ (Title of Class of Securities) 028711109 ------------- (CUSIP Number) Robert Rothberg Vice President and General Counsel Cabot Corporation 75 State Street Boston, MA 02109-1806 (617-345-0100) ---------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 13, 1994 ------------- (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 Rule 13d-1(b)(3) or (4), check the following box: /_/ Check the following box if a fee is being paid with this statement: /_/ 2 CUSIP No. 028711109 Page 2 of 4 Pages - ------------------- ------------------ _______________________________________________________________________________ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cabot Corporation 04-2271897 _______________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a)______________ (b) x ______________ _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of funds 00 _______________________________________________________________________________ (5) Check Box if Disclosure of Legal Proceedings is Required ------ Pursuant to Items 2(d) or 2(e) ------ ______________________________________________________________________________ (6) Citizenship or Place of Organization Delaware ______________________________________________________________________________ (7) Sole Voting Power 0 ______________________________________________________________________________ (8) Shared Voting Power 0 ______________________________________________________________________________ (9) Sole Dispositive Power 0 ______________________________________________________________________________ (10) Shared Dispositive Power 0 ______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 ______________________________________________________________________________ (12) Check Box if the Aggregate Amount in Row (11) ------ Excludes Certain Shares (See Instructions) ------ _______________________________________________________________________________ (13) Percent of Class Represented by Amount in Row 11 0% ______________________________________________________________________________ (14) Type of Reporting Person (See Instructions) CO _______________________________________________________________________________ 3 CUSIP No. 028711109 Page 3 of 4 Pages - ------------------- ----------------- This Amendment No. 6 amends and terminates the Schedule 13D filed with the Commission on November 24, 1989, and as amended on February 6, 1990, July 19, 1991, July 8, 1992, February 19, 1993 and March 24, 1994, by Cabot Corporation ("Cabot"). This Schedule 13D as originally filed with the Commission was also filed on behalf of Cabot Energy Corporation ("Energy") and Cabot Transmission Corporation ("Transmission"). The Schedule 13D is hereby amended to add the following: ITEM 4. PURPOSE OF TRANSACTION. See Item 5 below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. On July 13, 1994, Cabot ceased to be the beneficial owner of any class of securities of American as a result of the merger (the "Merger") of American into a wholly-owned subsidiary of K N Energy, Inc., a Kansas corporation ("K N"). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Certain of the provisions of the Standstill Agreement between American and Cabot (described in Item 4 of earlier Amendments to this Schedule 13D) were terminated by American on July 13, 1994, in connection with the Merger. Registration rights provided under the Standstill Agreement and under a Warrant Shares Registration Rights Agreement between American and Cabot were not terminated and were assumed by K N in connection with the Merger. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Letter from American Oil and Gas Corporation to Cabot Corporation dated July 13, 1994, terminating certain provisions of the Standstill Agreement. SIGNATURE 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 4 CUSIP No. 028711109 Page 4 of 4 Pages - ------------------- ----------------- correct. CABOT CORPORATION By: /s/ Robert Rothberg ------------------- Robert Rothberg Vice President
1 CUSIP No. 028711109 Exhibit 1 ------------------- July 12, 1994 Cabot Corporation 75 State Street Boston, Massachusetts 02109 Attention: Mr. Robert Rothberg Ladies and Gentlemen: Reference is made to that certain Standstill and Registration Rights Agreement dated as of November 13, 1989 between American Oil And Gas Corporation, a Delaware corporation ("AOG"), and Cabot Corporation, a Delaware Corporation ("Cabot") (the "Standstill Agreement"). Pursuant to Section 8(a) of the Standstill Agreement, AOG hereby terminates the Standstill Agreement upon the effectiveness of the merger of AOG with KNE Acquisition Corporation, a wholly-owned subsidiary of K N Energy, Inc., except that Section 7 of the Standstill Agreement shall remain in full force and effect to the extent the obligations under Section 7 have been assumed by K N Energy, Inc. by letter agreement addressed to you of even date herewith. Very truly yours, AMERICAN OIL AND GAS CORPORATION By: /s/ David M. Carmichael --------------------------------- David M. Carmichael, Chairman of the Board and Chief Executive Officer