-----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, C0HmAfxy8j9LvQktyCG7pT/S0Za+9Ulout3KOrE2Ya+yFyCyb8A5tMEQHc9RgNiy 6nTajozLhyXeVjfDQ1IsMA== 0000915887-99-000022.txt : 19990503 0000915887-99-000022.hdr.sgml : 19990503 ACCESSION NUMBER: 0000915887-99-000022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990430 GROUP MEMBERS: COMMONFUND CAPITAL, INC. GROUP MEMBERS: ENDOWMENT ENERGY PARTNERS II, LIMITED PARTNERSHIP GROUP MEMBERS: ENDOWMENT ENERGY PARTNERS LP GROUP MEMBERS: ENDOWMENT ENERGY PARTNERS, L.P. GROUP MEMBERS: FAIRFIELD PARTNERS, INC. (DEL.) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABRAXAS PETROLEUM CORP CENTRAL INDEX KEY: 0000867665 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742584033 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41561 FILM NUMBER: 99607217 BUSINESS ADDRESS: STREET 1: 500 N LOOP 1604 EAST STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 BUSINESS PHONE: 2104904788 MAIL ADDRESS: STREET 1: 500 N LOOP 1604 EAST STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOWMENT ENERGY PARTNERS LP CENTRAL INDEX KEY: 0000946190 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06881-0909 BUSINESS PHONE: 2033412000 MAIL ADDRESS: STREET 1: 450 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06881-0909 SC 13G/A 1 SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ABRAXAS PETROLEUM CORPORATION (Name of Issuer) COMMON STOCK $.01 PAR VALUE (Title of Class of Securities) COM003830106 (CUSIP Number) N/A (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) Check the following box if a fee is being paid with this statement. [ ] *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 ("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 Notes). CUSIP NO. COM003830106 13G Page 2 of 10 Pages ------------ ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Endowment Energy Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ X ] (b)[ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 409,749 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH - 0 - 8 SHARED DISPOSITIVE POWER 409,749 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 409,749 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% 12 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. COM003830106 13G Page 3 of 10 Pages ------------ ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Endowment Energy Partners II, Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ X ] (b)[ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 409,749 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH - 0 - 8 SHARED DISPOSITIVE POWER 409,749 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 409,749 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% 12 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. COM003830106 13G Page 4 of 10 Pages ------------ -------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fairfield Partners Management LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ X ] (b)[ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 409,749 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH - 0 - 8 SHARED DISPOSITIVE POWER 409,749 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 409,749 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. COM003830106 13G Page 5 of 10 Pages ------------ ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonfund Capital, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ X ] (b)[ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 409,749 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH - 0 - 8 SHARED DISPOSITIVE POWER 409,749 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 409,749 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 10 Schedule 13G Filed Pursuant to Rule 13d-2(d) Responses to Items This Schedule 13G is filed by and on behalf of Endowment Energy Partners, L.P., Endowment Energy Partners II, Limited Partnership, Fairfield Partners Management LLC (successor in interest of Fairfield Partners, Inc. (Del.)) and Commonfund Capital, Inc. (formerly known as Endowment Advisers, Inc.) (collectively, the "Reporting Persons"). The following relationships exist between the Reporting Persons: (i) Fairfield Partners Management LLC is the general partner of Endowment Energy Partners, L.P. and Endowment Energy Partners II, Limited Partnership and (ii) Fairfield Partners Management LLC is the wholly-owned subsidiary of Commonfund Capital, Inc. This Schedule 13G amends the Schedule 13G filed by the Reporting Persons with the Commission on November 9, 1998 and is filed pursuant to Rule 13d-2(d). Item 1 (a). Name of Issuer: Abraxas Petroleum Corporation Item 1 (b). Address of Issuer's Principal Executive Offices: 500 N. Loop 1604 East, Suite 100 San Antonio, Texas 78232 Item 2 (a). Name of Person Filing: Endowment Energy Partners, L.P. Endowment Energy Partners II, Limited Partnership Fairfield Partners Management LLC Commonfund Capital, Inc. Item 2 (b). Address of Principal Business Office: The address of the principal office of each of the persons listed under Item 2(a) is: 450 Post Road East Westport, Connecticut 06881-0909 Item 2 (c). Citizenship: Each of the persons listed under Item 2(a) is organized in the State of Delaware. Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP Number: COM003830106 Page 7 of 10 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership. (a) Amount Beneficially Owned: See Item 9 of Cover Pages. (b) Percent of Class: See Item 11 of Cover Pages. (c) Number of Shares as to which each person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages. (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages. (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages. (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages. Page 8 of 10 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. 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 the 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 in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 10 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: April 30, 1999 ENDOWMENT ENERGY PARTNERS, L.P. By: Fairfield Partners Management LLC, its General Partner By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer ENDOWMENT ENERGY PARTNERS II, LIMITED PARTNERSHIP By: Fairfield Partners Management LLC, its General Partner By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer FAIRFIELD PARTNERS MANAGEMENT LLC By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer COMMONFUND CAPITAL, INC. By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer Page 10 of 10 Exhibit A to Schedule 13G Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing Schedule 13G is filed on behalf of each of the undersigned and they are filing jointly, pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, the information required by Schedule 13G for the common stock of Abraxas Petroleum Corporation beneficially owned by Endowment Energy Partners, L.P., Endowment Energy Partners II, Limited Partnership, Fairfield Partners Management LLC, and Commonfund Capital, Inc. Dated: April 30, 1999 ENDOWMENT ENERGY PARTNERS, L.P. By: Fairfield Partners Management LLC, its General Partner By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer ENDOWMENT ENERGY PARTNERS II, LIMITED PARTNERSHIP By: Fairfield Partners Management LLC, its General Partner By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer FAIRFIELD PARTNERS MANAGEMENT LLC By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer COMMONFUND CAPITAL, INC. By: /s/ Linda A. Costa ------------------------ Linda A. Costa Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----