-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RChin6CADi0e0BBSeiwYL6UHnUpw7c3Z8hgWqEiO0cnosqkbacAGimFj3V4p/+yV 5vSTHhVLMW5gKYr+v8GmFQ== 0000780200-98-000185.txt : 19980902 0000780200-98-000185.hdr.sgml : 19980902 ACCESSION NUMBER: 0000780200-98-000185 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980901 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSTOCK RESOURCES INC CENTRAL INDEX KEY: 0000023194 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941667468 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-38546 FILM NUMBER: 98702531 BUSINESS ADDRESS: STREET 1: 5005 LBJ FRWY STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2147012000 MAIL ADDRESS: STREET 1: 5005 LBJ FREEWAY STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: COMSTOCK TUNNEL & DRAINAGE CO DATE OF NAME CHANGE: 19880121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPRESSION INC CENTRAL INDEX KEY: 0001015363 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731424038 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SAMSPN PLAZA STREET 2: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185911006 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Comstock Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 205768203 (CUSIP Number) Annabel M. Jones Assistant General Counsel - Corporate Affairs Two West Second Street Tulsa, Oklahoma 74103 (918) 591-1006 (918) 591-1718 (facsimile) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 24, 1998 (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 Sections 240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the following box. [ ] CUSIP No. 205768203 1 1) Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Compression, Inc.; 73-1424038 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) AF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place or Organization - Oklahoma 7) Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power - 1,537,700 8) Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power - -0- 9) Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power - 1,537,700 10) Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power - -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person - 1,537,700 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11)- 6.10% 14) Type of Reporting Person (See Instructions) CO 2 1) Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) - C. Philip Tholen 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place or Organization - Oklahoma 7) Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power - 11,300 8) Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power - 1,549,000 9) Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power - 11,300 10) Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power - 1,549,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person - 1,549,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) - 6.15% 14) Type of Reporting Person (See Instructions) IN 3 Item 1. Security and Issuer This statement relates to the common stock, par value $.50 per share, (the "Common Stock") of Comstock Resources, Inc., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 5005 LBJ Freeway, Suite 1000, Dallas, Texas 75244. Item 2. Identity and Background (1) General. Samson Investment Company ("Samson") owns all of the issued and outstanding capital stock of Compression, Inc. ("Compression"). Charles Schusterman ("Schusterman"), through a partnership known as CS Holding Associates, beneficially owns 100% of the issued and outstanding capital stock of Samson. (2) Samson. Samson is a Nevada corporation, whose principal business is a holding company. The address of the principal business and principal office of Samson is Two West Second Street, Tulsa, Oklahoma 74103. With respect to paragraphs (d) and (e) of this Item 2, none. (3) Compression. Compression, an Oklahoma corporation, was originally formed for the purpose of leasing gas compression equipment to oil and gas exploration and production companies. In 1995 Compression sold these operations to a third party, and, subsequent thereto, it has been engaged in the investment, through the purchase of stock, in several publicly-traded oil and gas exploration, production and service companies. The address of the principal business and principal office of Compression is Two West Second Street, Tulsa, Oklahoma 74103. With respect to paragraphs (d) and (e), none. (4) C. Philip Tholen serves as Executive Vice President, Chief Financial Officer, Treasurer and Director of Samson. Mr. Tholen beneficially owns 11,300 shares of Common Stock in Issuer through a family limited partnership in which his Revocable Trust owns a 98.7% limited partner interest. Mr. Tholen's principal business address is Two West Second Street, Tulsa, Oklahoma 74103. Mr. Tholen and Compression/Samson have not entered into any group arrangement or understanding with respect to acquiring, voting and/or disposing of the Common Stock of Issuer. Furthermore, Compression/Samson disclaim any beneficial interest in the shares of Common Stock in Issuer owned by Mr. Tholen. Mr. Tholen, by virtue of his position as Executive Vice President, Chief Financial Officer, Treasurer and Director of Samson may be deemed to have shared voting/dispositive power over the Common Stock of Issuer owned by Samson. With respect to paragraphs (d) and (e), none. 4 (5) The executive officers, directors and each person who may be deemed to be controlling Samson and Compression are as follows: Samson: President, Chief Executive Officer, Chairman of Board of Directors, Director: Charles Schusterman Executive Vice President, Chief Financial Officer, Treasurer, Director: C. Philip Tholen Executive Vice President, Director: Stacy Schusterman Senior Vice President; D. Sentell Fox Senior Vice President- General Counsel and Secretary: Jack A. Canon Senior Vice President: Dennis R. Neill Senior Vice President- Controller: Patrick M. Hall Senior Vice President- Project Development: Douglas J. Jacobson Vice President-Production Marketing: Ron Gober Vice President-Operations and Planning: Scott Longan Vice President-Financial and Tax Accounting: Drew S. Phillips Director: Alan W. Carlton Director: Gregg E. Fairbrothers Director: Sam D. Parker Compression: President: Dennis R. Neill 5 (6) (a) Charles Schusterman (b) Two West Second Street Tulsa, Oklahoma 74103 (c) President, Chief Executive Officer and Director Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (7) (a) C. Philip Tholen (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Executive Vice President, Chief Financial Officer, Treasurer, and Director Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (8) (a) Stacy Schusterman (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Executive Vice President, Director Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (9) (a) D. Sentell Fox (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Senior Vice President Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (10) (a) Jack A. Canon (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Senior Vice President-General Counsel and Secretary Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No 6 (f) United States of America (11) (a) Dennis R. Neill (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Senior Vice President Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 President and Director Compression, Inc. Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (12) (a) Patrick M. Hall (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Senior Vice President-Controller Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (13) (a) Douglas J. Jacobson (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Senior Vice President-Project Development Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (14) (a) Ron Gober (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Vice President-Production Marketing Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America 7 (15 (a) Scott Longan (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Vice President-Operations and Planning Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (16) (a) Drew S. Phillips (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Vice President-Financial and Tax Accounting Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (17) (a) Alan W. Carlton (b) 10770 S. 77th E. Avenue Tulsa, Oklahoma 74133 (c) Director Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (18) (a) Gregg E. Fairbrothers (b) Two West Second Street, Tulsa, Oklahoma 74103 (c) Director Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 Co-President - Exploration Samson Resources Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America (19) (a) Sam D. Parker (b) Two West Second Street Tulsa, Oklahoma 74103 (c) Director Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103 8 Co-President - Operations Samson Resources Company Two West Second Street Tulsa, Oklahoma 74103 (d) No (e) No (f) United States of America Item 3. Source and Amount of Funds or Other Consideration Compression, through an advance from its parent, Samson, has paid $9,981,835.25 for its shares of Common Stock of Issuer. C. Philip Tholen, through the personal funds of his family limited partnership, has paid $72,698.98 for the shares of Common Stock of Issuer which are beneficially owned by Mr. Tholen. Item 4. Purpose of Transaction Compression has acquired its shares of Issuer's Common Stock primarily to hold for investment. Compression believes that the Common Stock represents an attractive investment opportunity at this time. Compression may make additional purchases of Common Stock either in the open market or in private transactions depending on Compression's evaluation of the Issuer's business, prospects and financial condition, the market for the Common Stock, other opportunities available to Compression, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, Compression may decide to sell all or part of its investment in the Common Stock, although it has no current intention to do so. Item 5. Interest in Securities of the Issuer (a) See Line 11 on cover page of this Form 13D for each of Compression and Mr. Tholen. (b) See Lines 7 through 10 on cover page of this Form 13D for each of Compression and Mr. Tholen. Also see Item 2, Paragraph 4 for a description of Mr. Tholen's shared voting power. (c) The following chart sets forth the purchases of Common Stock in Issuer made by Compression during the 60 days immediately preceding the filing date of this Schedule 13D. All of such purchases were made in brokerage transactions through the open market. The percentage of ownership disclosed below is based on 25,200,000 outstanding shares, the number of outstanding shares in Issuer as reported by Bloomberg Financial Markets. 9 Total Shares % No. of Shares Price Per Share Date Owned Owned 5,000 $6 5/8 7/28/98 see below see below 2,000 6 3/4 7/28/98 see below see below 3,000 6 11/16 7/28/98 10,000 .0397% 10,000 7 1/4 7/29/98 see below see below 5,000 7 1/16 7/29/98 see below see below 5,000 6 15/16 7/29/98 30,000 .119% 10,000 6 15/16 7/30/98 see below see below 10,000 7 7/30/98 see below see below 10,000 7 1/16 7/30/98 60,000 .2381% 20,000 6 7/8 7/31/98 see below see below 10,000 6 13/16 7/31/98 see below see below 20,000 6 3/4 7/31/98 110,000 .4365% 18,500 6 11/16 8/3/98 see below see below 1,500 6 5/8 8/3/98 see below see below 10,000 6 13/16 8/3/98 140,000 .5556% 25,000 6 13/16 8/4/98 see below see below 2,000 6 3/4 8/4/98 see below see below 10,000 6 7/8 8/4/98 177,000 .7024% 20,000 6 1/8 8/5/98 see below see below 30,000 6 1/4 8/5/98 see below see below 17,000 6 3/8 8/5/98 see below see below 13,000 6 5/16 8/5/98 257,000 1.0198% 40,000 6 1/2 8/6/98 see below see below 46,000 6 9/16 8/6/98 see below see below 7,700 6 5/8 8/6/98 350,700 1.3917% 500 6 9/16 8/7/98 see below see below 1,000 6 5/8 8/7/98 see below see below 56,000 6 15/16 8/7/98 see below see below 40,000 6 7/8 8/7/98 see below see below 20,000 6 13/16 8/7/98 see below see below 102,500 6 3/4 8/7/98 570,700 2.2647% 20,000 6 7/8 8/10/98 see below see below 80,000 6 15/16 8/10/98 670,700 2.6615% 35,600 6 7/8 8/11/98 see below see below 30,000 6 15/16 8/11/98 see below see below 7,000 6 13/16 8/11/98 743,300 2.9496% 10 10,000 6 13/16 8/12/98 see below see below 70,000 6 15/16 8/12/98 see below see below 42,000 6 7/8 8/12/98 865,300 3.4337% 62,500 6 15/16 8/13/98 see below see below 32,000 6 7/8 8/13/98 959,800 3.8087% 80,000 6 15/16 8/14/98 see below see below 34,200 6 7/8 8/14/98 1,074,000 4.2619% 20,000 6 5/8 8/17/98 see below see below 7,500 6 7/16 8/17/98 see below see below 10,000 6 1/2 8/17/98 1,111,500 4.4107% 10,000 6 1/2 8/18/98 see below see below 16,500 6 7/16 8/18/98 see below see below 200 6 3/8 8/18/98 1,138,200 4.5167% 10,000 6 8/19/98 see below see below 20,000 5 15/16 8/19/98 see below see below 100 5 7/8 8/19/98 1,168,300 4.6361% 22,100 5 5/8 8/20/98 see below see below 19,400 5 3/4 8/20/98 see below see below 28,500 5 11/16 8/20/98 1,238,300 4.9139% 123,000 5 3/4 8/24/98 see below see below 1,000 5 13/16 8/24/98 1,362,300 5.4060% 10,000 5 15/16 8/25/98 see below see below 3,000 5 7/8 8/25/98 1,375,300 5.4575% 10,000 5 5/8 8/26/98 1,385,300 5.4972% 5,000 5 9/16 8/27/98 see below see below 85,500 5 13/29 8/27/98 see below see below 5,000 5 1/2 8/27/98 see below see below 5,000 5 3/8 8/27/98 see below see below 10,000 5 9/16 8/27/98 1,495,800 5.9357% 2,700 5 9/16 8/28/98 see below see below 1,600 5 9/16 8/28/98 1,500,100 5.9528% 5,000 5 5/16 8/31/98 see below see below 10,000 5 1/2 8/31/98 see below see below 5,000 5 1/2 8/31/98 see below see below 5,000 5 3/8 8/31/98 see below see below 2,600 5 5/16 8/31/98 see below see below 10,000 5 7/16 8/31/98 1,537,700 6.1020% 11 Mr. Tholen has, during the past 60 days, purchased the following shares of Common Stock in Issuer: Total Shares % No. of Shares Price Per Share Date Owned Owned 500 $6 5/8 7/28/98 500 .002% 2,800 6 5/8 8/3/98 3,300 .0131% 4,000 6 5/8 8/5/98 7,300 .029% 4,000 6 8/19/98 11,300 .0448% All of such purchases were made in brokerage transactions through the open market. (d) No other 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 Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits Exhibit No. 7.1 Power of Attorney from C. Philip Tholen 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 correct. Date: September 1, 1998 Signature /s/ Dennis R. Neill ---------------- Name/Title: Dennis R. Neill President Compression, Inc. Signature /s/ Dennis R. Neill ---------------- Dennis R. Neill as Attorney-in-Fact for C. Philip Tholen 12 EX-7.1 2 POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, C. Philip Tholen, constitutes and appoints each of Dennis R. Neill, Jack A. Canon and Annabel M. Jones, acting individually, as such person's true and lawful attorney-in-fact and agent with full power of substitution and revocation for such person and in such person's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, respecting securities of Comstock Resources, Inc., a Nevada corporation, that the undersigned beneficially owns, including but not limited to, Schedules 13D, Schedules 13G, Forms 3, Forms 4 and Forms 5 and any and all amendments thereto. This power of attorney shall be valid from the date hereof until revoked by the undersigned. IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 27th day of August, 1998. /s/ C. Philip Tholen ----------------------------- C. Philip Tholen -----END PRIVACY-ENHANCED MESSAGE-----