-----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, MKCvwE97cnh2uvutDLJrSUDRsVKiwXMXc/dXztheOgv3sj92el5cnwevSk/3nYLk o6hOIMQpisnO96vmO7x2hg== 0000950134-04-000546.txt : 20040120 0000950134-04-000546.hdr.sgml : 20040119 20040120154616 ACCESSION NUMBER: 0000950134-04-000546 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040120 GROUP MEMBERS: GFW ENERGY V LP GROUP MEMBERS: GFW V LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GAS PARTNERS V LP CENTRAL INDEX KEY: 0001106978 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 777 MAIN ST STE 2700 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178206620 MAIL ADDRESS: STREET 1: 777 MAIN ST STREET 2: SUITE 2700 CITY: FORT WORTH STATE: TX ZIP: 76102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNUM HUNTER RESOURCES INC CENTRAL INDEX KEY: 0000854271 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870462881 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50607 FILM NUMBER: 04532634 BUSINESS ADDRESS: STREET 1: 600 E LAS COLINAS BLVD STREET 2: STE 1200 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724010752 MAIL ADDRESS: STREET 1: 42 600 COOK ST STREET 2: 600 EAST LAS COLINAS BLVD STE 1200 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: MAGNUM PETROLEUM INC /NV/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MASTER VENTURES INC /NV/ DATE OF NAME CHANGE: 19901022 SC 13G/A 1 d11989a1sc13gza.htm AMENDMENT NO. 1 TO SCHEDULE 13G sc13gza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Magnum Hunter Resources, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55972F203

(Cusip Number)

January 7, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

 

 

             
13G
CUSIP No. 55972F203 Page 2 of 8
  1. Name of Reporting Person:
Natural Gas Partners V, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
75-2762871
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,317,052(1)
6. Shared Voting Power:
0
7. Sole Dispositive Power:
3,317,052(1)
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,317,052
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.9%
  12.Type of Reporting Person:
PN

(1) Power is exercised by GFW V, L.L.C., the sole general partner of G.F.W. Energy V, L.P., the sole general partner of Natural Gas Partners V, L.P.

 

 

             
13G
CUSIP No. 55972F203 Page 3 of 8
  1. Name of Reporting Person:
G.F.W. Energy V, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,317,052(2)
6. Shared Voting Power:
0
7. Sole Dispositive Power:
3,317,052(2)
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,317,052
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.9%
  12.Type of Reporting Person:
PN

(2) G.F.W. Energy V, L.P. in its capacity as the sole general partner of Natural Gas Partners V, L.P. may be deemed to be the indirect beneficial owner of the 3,317,052 shares owned of record by Natural Gas Partners V, L.P. The filing of this statement shall not be construed as an admission by G.F.W. Energy V, L.P. that it is the beneficial owner for purposes of Section 13(d) or 13(g) of the Act, of any shares for which it is not the record holder.

 

 

             
13G
CUSIP No. 55972F203 Page 4 of 8
  1. Name of Reporting Person:
GFW V, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,317,052(3)
6. Shared Voting Power:
0
7. Sole Dispositive Power:
3,317,052(3)
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,317,052
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
4.9%
  12.Type of Reporting Person:
OO

(3) GFW V, L.L.C. in its capacity as the sole general partner of G.F.W. Energy V, L.P., the sole general partner of Natural Gas Partners V, L.P., may be deemed to be the indirect beneficial owner of the 3,317,052 shares owned of record by Natural Gas Partners V, L.P. The filing of this statement shall not be construed as an admission by GFW V, L.L.C. that it is the beneficial owner for purposes of Section 13(d) or 13(g) of the Act, of any shares for which it is not the record holder.

 

 

CUSIP No. 55972F203   Page 5 of 8

Item 1.

(a)   Name of Issuer

    Magnum Hunter Resources, Inc. (the “Issuer”).

(b)   Address of Issuer’s Principal Executive Offices

    600 East Las Colinas Blvd., Suite 1100, Irving, Texas 75039.

Item 2.

(a)   Names of Persons Filing

    Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this Schedule 13G/A Statement on behalf of Natural Gas Partners V, L.P. (“NGP V”), G.F.W. Energy V, L.P. (“GFW V LP”), which is the sole general partner of NGP V and GFW V, L.L.C. (“GFW V LLC”) which is the sole general partner of GFW V LP (collectively, the “Reporting Persons”).

(b)   Address of Principal Business Office, or if None, Residence

    The address of the principal business office of all of the Reporting Persons is 125 East John Carpenter Freeway, Suite 600, Irving, Texas 75062.

(c)   Citizenship

    Each of NGP V and GFW V LP is a Delaware limited partnership. GFW V LLC is a Delaware limited liability company.

(d)   Title of Class of Securities

    Common Stock, $.002 par value per share, of the Issuer (the “Stock”).

(e)   CUSIP Number

    The CUSIP number of the Stock is 55972F203.

Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b) or (c).

This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c).

 

 

CUSIP No. 55972F203   Page 6 of 8

Item 4. Ownership

Reporting Persons

     NGP V

  (a)   Amount beneficially owned: 3,317,052(1)shares

  (b)   Percent of class: 4.9%(2)

  (c)   Number of shares as to which each person has:

  (i)   sole power to vote or to direct the vote: 3,317,052(1)shares

  (ii)   shared power to vote or to direct the vote: None.

  (iii)   sole power to dispose or to direct the disposition of: 3,317,052(1)shares

  (iv)   shared power to dispose or to direct the disposition of: None.

     GFW V LP

  (a)   Amount beneficially owned: 3,317,052(3)shares

  (b)   Percent of class: 4.9%(2)

  (c)   Number of shares as to which each person has:

  (i)   sole power to vote or to direct the vote: 3,317,052(3)shares

  (ii)   shared power to vote or to direct the vote: None.

  (iii)   sole power to dispose or to direct the disposition of: 3,317,052(3)shares

  (iv)   shared power to dispose or to direct the disposition of: None.

     GFW V LLC

  (a)   Amount beneficially owned: 3,317,052(3)shares

  (b)   Percent of class: 4.9%(2)

  (c)   Number of shares as to which each person has:

  (iv)   sole power to vote or to direct the vote: 3,317,052(3)shares

  (v)   shared power to vote or to direct the vote: None.

  (vi)   sole power to dispose or to direct the disposition of: 3,317,052(3)shares

  (iv)   shared power to dispose or to direct the disposition of: None.

(1)   Power is exercised through GFW V LLC which is the sole general partner of GFW V LP which is the sole general partner of NGP V.
 
(2)   Based on 67,299,054 shares of the Issuer’s common stock outstanding as reported in the 10-Q filed by the Issuer for the quarter ended September 30, 2003.
 
(3)   GFW V LP and GFW V LLC may be deemed to have the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of, the 3,317,052 shares owned of record by NGP V, by virtue of GFW V LLC being the sole general partner of GFW V LP and GFW V LP being the sole general partner of NGP V. The filing of this statement shall not be construed as an admission by GFW V LLC or GFW V LP that it is the beneficial owner for purposes of Section 13(d) or 13(g) of the Act, of any shares for which it is not the record holder.

 

 

CUSIP No. 55972F203   Page 7 of 8

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 55972F203   Page 8 of 8

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.

         
DATED: January 20, 2004        
         
    Natural Gas Partners V, L.P.
    By: G.F.W. Energy V, L.P., general partner
    By: GFW V, L.L.C., general partner
         
    By:   /s/ Kenneth A. Hersh
       
        Kenneth A. Hersh, Authorized Member
         
    G.F.W. Energy V, L.P.
    By: GFW V, L.L.C., general partner
         
    By:   /s/ Kenneth A. Hersh
       
        Kenneth A. Hersh, Authorized Member
         
    GFW V, L.L.C
         
    By:   /s/ Kenneth A. Hersh
       
        Kenneth A. Hersh, Authorized Member

  EX-1 3 d11989a1exv1.htm EX-1 JOINT FILING AGREEMENT exv1

 

EXHIBIT 1

JOINT FILING AGREEMENT

     This Joint Filing Agreement (this “Agreement”) is made and entered into as of March 22, 2002, by and among the undersigned parties.

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Magnum Hunter Resources, Inc., a Nevada corporation, and further agree that this Agreement be included as an exhibit to such joint filing (including amendments thereto). Each of the persons named below acknowledges that the information contained in the statement on Schedule 13G (including amendments thereto) respecting such person is complete and accurate in all material respects and that such person does not know and has no reason to believe that the information respecting any other person named below is inaccurate.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

             
Natural Gas Partners V, L.P.   GFW V, L.L.C
By: GFW Energy V, L.P., General Partner        
By: GFW V, L.L.C., General Partner   By:   /s/ Kenneth A. Hersh
           
By:   /s/ Kenneth A. Hersh       Kenneth A. Hersh
Authorized Member
   
       
    Kenneth A. Hersh
Authorized Member		        
             
G.F.W. ENERGY V, L.P.        
By: GFW V, L.L.C., General Partner        
             
By:   /s/ Kenneth A. Hersh        
   
       
    Kenneth A. Hersh
Authorized Member		        

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