-----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, CPWsYrbgZLdglWuENiCFbeF16CmEAVc3nOLeU1xy8a4SFAHEL69GFvRdVVyrfsZy c6n5rgsbyPBgl3JX0E6nfA== 0000950134-99-006714.txt : 19990809 0000950134-99-006714.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950134-99-006714 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990802 GROUP MEMBERS: G F W ENERGY II LP GROUP MEMBERS: G F W II LLC GROUP MEMBERS: NATURAL GAS PARTNERS II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN EXPLORATION INC CENTRAL INDEX KEY: 0001024645 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752671582 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47939 FILM NUMBER: 99675758 BUSINESS ADDRESS: STREET 1: 500 W TEXAS AVE STREET 2: STE 200 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9154988600 MAIL ADDRESS: STREET 1: 500 W TEXAS AVE STREET 2: SUITE 200 CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GAS PARTNERS II LP CENTRAL INDEX KEY: 0001033192 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 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TITAN EXPLORATION, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 888289 10 5 (CUSIP Number) July 8, 1999 (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) [ ] Rule 13d-1(c) [ ] 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 ("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). Page 1 of 7 Pages 2 SCHEDULE 13G CUSIP No. 888289 10 5 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Natural Gas Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 0 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON (See Instructions) PN Page 2 of 7 Pages 3 SCHEDULE 13G CUSIP No. 888289 10 5 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) G.F.W. Energy II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON (See Instructions) PN Page 3 of 7 Pages 4 SCHEDULE 13G CUSIP No. 888289 10 5 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GFW II, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0 12 TYPE OF REPORTING PERSON (See Instructions) PN Page 4 of 7 Pages 5 The Schedule 13G previously filed by the reporting persons on February 12, 1997, is hereby amended as follows: ITEM 1. No modification. ITEM 2. No modification. ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 240.13d-1(c), check this box. [ ] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 0 (b) Percent of class: 0%. Page 5 of 7 Pages 6 (c) Number of shares as to which each person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 0 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 5 percent of the class of securities, check the following [X]. 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 Not applicable. Page 6 of 7 Pages 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 30, 1999 NATURAL GAS PARTNERS II, L.P. By: G.F.W. Energy II, L.P., General Partner By: GFW II, L.L.C., General Partner By: /s/ Kenneth A. Hersh -------------------------------------- Kenneth A. Hersh, Authorized Member Date: July 30, 1999 G.F.W. ENERGY II, L.P. By: GFW II, L.L.C., General Partner By: /s/ Kenneth A. Hersh -------------------------------------- Kenneth A. Hersh, Authorized Member Date: July 30, 1999 GFW II, L.L.C. By: /s/ Kenneth A. Hersh -------------------------------------- Kenneth A. Hersh, Authorized Member Page 7 of 7 Pages 8 INDEX TO EXHIBITS
Exhibit Description - ------- ----------- 99.1 Joint Filing Agreement
EX-99.1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13G/A dated July 30, 1999, to which this Agreement is filed as an exhibit is filed of behalf of each of them. Date: July 30, 1999 NATURAL GAS PARTNERS II, L.P. By: G.F.W. Energy II, L.P., General Partner By: GFW II, L.L.C., General Partner By: /s/ Kenneth A. Hersh --------------------------------------- Kenneth A. Hersh, Authorized Member Date: July 30, 1999 G.F.W. ENERGY II, L.P. By: GFW II, L.L.C., General Partner By: /s/ Kenneth A. Hersh --------------------------------------- Kenneth A. Hersh, Authorized Member Date: July 30, 1999 GFW II, L.L.C. By: /s/ Kenneth A. Hersh --------------------------------------- Kenneth A. Hersh, Authorized Member -----END PRIVACY-ENHANCED MESSAGE-----