-----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, AZzjah6TMeZ5vrB3YH5aVKmQbPLiwK37u87o9hiIki5q1HHwq39FXcw62zx4VAjI vvm2GdBSnFtaQqEYxl+i0Q== 0001021890-00-000404.txt : 20001207 0001021890-00-000404.hdr.sgml : 20001207 ACCESSION NUMBER: 0001021890-00-000404 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001206 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 SEC ACT: SEC FILE NUMBER: 005-31496 FILM NUMBER: 784449 BUSINESS ADDRESS: STREET 1: 751 HORIZON COURT STE 203 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8718 BUSINESS PHONE: 9702455917 MAIL ADDRESS: STREET 1: 751 HORIZON CT STE 203 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8758 FORMER COMPANY: FORMER CONFORMED NAME: WILLARD PEASE OIL & GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUNCAN PATRICK J CENTRAL INDEX KEY: 0001031194 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 751 HORIZON COURT STREET 2: STE 203 CITY: GRAND JUNCTION STATE: CO ZIP: 80506 MAIL ADDRESS: STREET 1: 751 HORIZON COURT STREET 2: STE 203 CITY: GRAND JUNCTION STATE: CO ZIP: 80506 SC 13D 1 0001.txt SCHEDULE 13D--PATRICK J. DUNCAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PEASE OIL AND GAS COMPANY ------------------------- a Nevada corporation (Name of Issuer) Common Stock --------------------------- (Title of Class of Securities) 705019 40 4 --------------- (CUSIP Number) Patrick J. Duncan 751 Horizon Court, Suite 203 Grand Junction, Colorado 81506 (970) 245-5917 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 27, 2000 ----------------------------------------------------- (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-1(b)(3) or (4), check the following box [ ]. 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). CUSIP No. 705019 40 4 SCHEDULE 13D Page 2 of 5 ================================================================================ 1 NAME OF REPORTING PERSON Patrick J. Duncan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Yes (b) [X] No - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 151,564 Shares - -------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 - -------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 151,564 Shares - -------------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 151,564 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES * [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.06 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ CUSIP No. 705019 40 4 SCHEDULE 13D Page 3 of 5 ITEM 1. SECURITY & ISSUER Class: $0.10 Par Value Common Stock ("Shares") Issuer: Pease Oil and Gas Company 751 Horizon Court, Suite 203 Grand Junction, Colorado 81506 ITEM 2. IDENTITY & BACKGROUND OF REPORTING PERSON (a) Name: Patrick J. Duncan ("Reporting Person") (b) Address: 751 Horizon Court, Suite 203 Grand Junction, Colorado 81506 (c) Occupation: President and Chief Financial Officer of Issuer (d) Convictions: Reporting Person has not been convicted in any criminal proceeding during the last five years. (e) Civil actions: Reporting Person is not subject to a judgment, decree or final order enjoining or prohibiting or mandadating activities subject to federal or state securities laws. (f) Citizenship: USA ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No funds or other consideration was used by Reporting Person in acquiring the Shares. See Item 4. ITEM 4: PURPOSE OF TRANSACTION 150,000 of Issuer's Shares were issued to Reporting Person as contingent and incentive compensation. The securities issued are subject to forfeiture if the Reporting Person terminates his employment with the Issuer under certain circumstances before November 1, 2001. (a) The Issuer als0 issued to the Reporting Person Common Stock Purchase Warrants which would entitle the Reporting Person to purchase up to a total of 600,000 Shares of the Issuer's common stock at a purchase price of $0.50 per Share under the following circumstances. A warrant to purchase up to 300,000 Shares could be exercised by Reporting Person at the earlier of: (1) December 31, 2004 or (2) if the Issuer's reported closing price for its common stock in the public market is at least $1.50 per Share for at least 80% of trading days in any consecutive 30 day period before December 31, 2005, the expiration date, or if the Issuer completes a reorganization or merger transaction, or a sale of substantially all of its assets, and the reasonable or deemed value received by common stockholders is to be at least $1.50 per Share. These warrants are not presently exercisasble. A warrant to purchase up to 300,000 Shares could be exercised by Reporting Person at the earlier of: (1) December 31, 2004 or (2) if the Issuer's reported closing price for its common stock in the public market is at least $2.00 per Share for at least 80% of trading days in any consecutive 90 day period before December 31, 2005, the expiration date, or if the Issuer completes a reorganization or merger transaction, or a sale of substantially all of its assets, and the reasonable or deemed value received by common stockholders is to be at least $1.50 per Share. These warrants are not presently exercisable. (b)-(j) Not applicable. CUSIP No. 705019 40 4 SCHEDULE 13D Page 4 of 5 ITEM 5: INTEREST IN SECURITIES OF ISSUER. After completing the transactions described in Item 4, Reporting Person: (a) The Reporting Person beneficially owns 151,564 Shares, which constitutes 8.06% of Issuer's Shares outstanding after issuance of the 150,000 to Reporting Person. If the warrants described in Item 4(a) above become exercisable as described therein, Reporting Person will have the right to acquire up to an additional 600,000 Shares. (b) Reporting Person has the power to vote, dispose or direct the disposition of all Shares owned by Reporting Person. (c) Reporting Person has not, except for the receipt of the Shares described in this report, had any transactions in securities of the Issuer. (d) No person other than Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Reporting Person. (e) Not applicable. ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Under an Employment Agreement between Reporting Person and the Issuer, the 150,000 Shares are subject to forfeiture by Reporting Person in the event that Reporting Person terminates employment by the Issuer under certain circumstances before November 1, 2001. The Reporting Person has no other contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer. ITEM 7: MATERIALS TO BE FILED AS EXHIBITS. None. CUSIP No. 705019 40 4 SCHEDULE 13D Page 5 of 5 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. December 6, 2000 /s/ Patrick J. Duncan -------------------------------- Patrick J. Duncan -----END PRIVACY-ENHANCED MESSAGE-----