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. 12)*
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)
June 6, 2007
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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
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
-0-
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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)
0.0%
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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 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 and Amendment No. 11 filed on January 9, 2007 is hereby further amended
as set forth below by this Amendment No. 12 to the Schedule 13D. This is the
final amendment to this Schedule 13D and an exit filing for the Reporting
Person.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
Pursuant to the terms of the Merger Agreement, the Reporting Person
exchanged its Shares on June 6, 2007 for the right to receive total
consideration per Share equal to 0.84 shares of Forest Oil common stock and
$26.25 in cash, representing a $60.02 per share of consideration based on the
average closing price of Forest Oil shares during the ten-day valuation period
specified in the Merger Agreement. The amount of the stock over subscription and
the exact allocation of the stock merger consideration will not, however, be
known until the final results of the election process are determined following
the expiration of the guaranteed delivery period, which will expire at 5:00
p.m., New York City time, on June 8, 2007.
Item 5. Interest in Securities of the Company
Paragraphs (a)-(c) and (e) of Item 5 of the Schedule 13D are hereby amended
and restated as follows:
(a)-(c) The Reporting Person disposed of its Shares on June 6, 2007
as described in Item 4 and is the beneficial owner of no Shares of the Issuer.
(e) The Reporting Person ceased to be the beneficial owner of more
than five percent of the Shares on June 6, 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: June 8, 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