-----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, JdmbKgfOwHLV//B4DVnwUmtAtiWII4OcvM0El/Lh1m+MR7m3WS5sPMQPiPnquKKI Sd0k2bFaIeuYZCWkCd4PfA== 0000918402-95-000025.txt : 19951018 0000918402-95-000025.hdr.sgml : 19951018 ACCESSION NUMBER: 0000918402-95-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951017 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEASE OIL & GAS CO /CO/ CENTRAL INDEX KEY: 0000076878 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870285520 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31496 FILM NUMBER: 95581192 BUSINESS ADDRESS: STREET 1: 751 HORIZON COURT STREET 2: SUITE 203 CITY: GRAND JUNCTION STATE: CO ZIP: 81506 BUSINESS PHONE: 3032455917 MAIL ADDRESS: STREET 1: PO BOX 1874 CITY: GRAND JUNCTION STATE: CO ZIP: 81502 FORMER COMPANY: FORMER CONFORMED NAME: WILLARD PEASE OIL & GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOPPER & KANOUFF PC CENTRAL INDEX KEY: 0000918402 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1610 WYNKOOP STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202-0457 BUSINESS PHONE: 3038926000 MAIL ADDRESS: STREET 1: 1610 WYNKOOP STREET STE 200 CITY: DENVER STATE: CO ZIP: 80201-0457 SC 13D/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form .....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Pease Oil and Gas Company ---------------------------------------- (Name of Issuer) $0.10 Par Value Common Stock ---------------------------------------- (Title of Class of Securities) 705019 40 4 ---------------- (CUSIP Number) Willard H. Pease, Jr., P.O. Box 1874, Grand Junction, CO 81502 970-245-5917 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1994, May 16, 1995, and June 16, 1995 ------------------------------------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). SCHEDULE 13D CUSIP No. 705019 40 4 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Willard H. Pease, Jr. Social Security No. ###-##-#### ------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO ------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen ------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 586,736 shares (includes 139,600 shares underlying BENEFICIALLY presently exercisable options and 26,000 OWNED BY shares underlying a convertible promissory EACH note) REPORTING ---------------------------------------------------- PERSON 8. SHARED VOTING POWER WITH -0- ---------------------------------------------------- 9. SOLE DISPOSITIVE POWER 586,736 (includes 139,600 shares underlying presently exercisable options and 26,000 shares underlying a convertible promissory note) ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 586,736 shares ------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1% -------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. SECURITY AND ISSUER This Amendment No. 3 to Schedule 13D relates to the $0.10 par value common stock of Pease Oil and Gas Company. The name and address of the issuer of such securities is: Pease Oil and Gas Company 751 Horizon Court, Suite 203 Grand Junction, Colorado 81506 Item 2. IDENTITY AND BACKGROUND Information regarding the Willard H. Pease, Jr., a 1% general partner and 32.33% limited partner of Pease Family Investments, Ltd., and a Reporting Person herein: (a) Name: Willard H. Pease, Jr. (b) Business Address: 751 Horizon Court, Suite 203 Grand Junction, Colorado 81506 (c) Present Principal Occupation: President, Chief Executive Officer and Director of Issuer (d) Willard H. Pease, Jr. has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, Mr. Pease has not been a party to any civil proceedings before any judicial or administrative body of competent jurisdiction as a result of which he had been or is subject to any judgment, decree or final order enjoining any violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: U.S.A. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION This Amendment No. 3 is being filed to report changes in the information contained in the original Schedule 13D and Amendments thereto resulting from the following transactions: (i) As previously reported, effective June 11, 1993, the Issuer acquired, through a subsidiary, Grand Junction Well Services, Inc., from Willard H. Pease, Jr. In the transaction, the Issuer issued 46,667 shares of its common stock and a 6% secured convertible promissory note in the principal amount of $175,000 to Mr. Pease for a total value of $350,000, the estimated fair market value of the assets and business of Grand Junction Well Services, Inc. The promissory note is convertible at the election of Mr. Pease into 35,000 shares of common stock of the Issuer at $5.00 per share. The note is payable in three annual principal installments of $45,000 on October 1, 1994, $65,000 on April 1, 1995, and $65,000 on April 1, 1996. On December 31, 1994, the October 1, 1994, $45,000 payment was made to Mr. Pease. Mr. Pease has elected to defer the payment which was due April 1, 1995. Accordingly, on December 31, 1994, the amount of shares of common stock underlying the promissory note was reduced by 9,000 shares to 26,000 shares. (ii) Effective May 16, 1995, the Issuer cancelled options to purchase a total of 83,000 shares of common stock which were previously granted to Mr. Pease. On the same date, options to purchase a total of 99,600 shares were granted to Mr. Pease pursuant to the Issuer's stock option plan. The options become exercisable on November 16, 1995. Effective June 16, 1995, options to purchase 40,000 shares were granted to Mr. Pease pursuant to the Issuer's stock option plan. The options become exercisable on December 16, 1995. Since all of the stock options held by Mr. Pease are exercisable within 60 days of the date of this Amendment No. 3, the securities reported to be held by Mr. Pease herein include 139,600 shares underlying the stock options. Item 4. PURPOSE OF TRANSACTION The transactions involving the acquisition or disposition of securities reported in this Amendment No. 3 are described above in Item 3. The transactions described above do not involve any plans or proposals which might be considered to be an extraordinary corporate transaction or which would result in a material change in the business of the Issuer or its corporate structure. Item 5. INTEREST IN SECURITIES OF THE ISSUER Mr. Pease owns directly 221,773 shares (3.1% of the Issuer's outstanding shares), which includes 139,600 shares underlying presently exercisable options and 26,000 shares underlying a convertible promissory note. Mr. Pease is deemed to have sole voting and dispositive power of 364,963 shares owned by the affiliates of Mr. Pease. All of the shares acquired by Mr. Pease as described above were purchased and paid for in the manner described in Item 3 above. Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. Item 7. MATERIALS TO BE FILED AS EXHIBITS None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached Schedule 13D is true, complete and correct. Dated: October 17, 1995 /s/Willard H. Pease, Jr. Willard H. Pease, Jr. -----END PRIVACY-ENHANCED MESSAGE-----