SC 13G/A 1 sc13ga.txt SC 13G/A Page 1 of 19 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 3TEC Energy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 88575R308 (CUSIP Number) June 30, 2000 (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) *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). CUSIP NO. 88575R308 13G Page 2 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 3 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 4 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Conseil Vie Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 5 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Courtage Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 6 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 7 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 8 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson, Lufkin & Jenrette, Inc. 13-1898818 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 9 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ Capital Investors, Inc. 13-3805378 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 10 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pel-Tex Partners LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * 00 (A Limited Liability Company) * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 11 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ Fund Investment Partners II L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * PN * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 12 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ LBO Plans Management Corporation 13-3743225 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 88575R308 13G Page 13 of 19 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Townes G. Pressler Jr. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED AS OF JUNE 30, 2000 BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 444,423 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 444,423 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,423 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.99% 12. TYPE OF REPORTING PERSON * IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 14 of 19 Pages Item 1. (a) Name of Issuer: 3TEC Energy Corporation (b) Address: 1221 Lamar Street, Houston, Texas 77010 Item 2.(a) and (b) Names of Persons Filing; Address AXA Conseil Vie Assurance Mutuelle, 100-101 Terrasse Boieldieu 92042 Paris La Defense France AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle, 21, rue de Chateaudun 75009 Paris France AXA Courtage Assurance Mutuelle, 26, rue Louis le Grand 75002 Paris France as a group (collectively, the 'Mutuelles AXA'). AXA 9 Place Vendome 75001 Paris France AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 Donaldson, Lufkin & Jenrette, Inc. DLJ Capital Investors, Inc. DLJ LBO Plans Management Corporation DLJ Fund Investment Partners II L.P. Pel-Tex Partners LLC Townes G. Pressler, Jr. 277 Park Avenue New York, New York 10172 (Please contact Patrick Meehan at (212) 314-5644 with any questions.) Page 15 of 19 Pages Item 2. (c)Citizenship Each of the persons filing this statement is a United States citizen, a corporation or limited partnership organized under the laws of a state of the United States or an individual except as noted below: Mutuelles AXA and AXA - France Item 2.(d)Title of Class of Securities: Common stock Item 2.(e)CUSIP Number: 88575R308 Item 3. Type of Reporting Person: AXA Financial, Inc. HC The Mutuelles AXA, as a group, HC AXA HC Donaldson, Lufkin & Jenrette, Inc. HC DLJ Capital Investors, Inc. HC DLJ LBO Plans Management Corporation CO DLJ Fund Investment Partners II L.P. PN Pel-Tex Partners LLC OO (1) Townes G. Pressler, Jr. IN (1) limited Liability Company Page 16 of 19 Pages Item 4. Ownership as of June 30, 2000:
(a) (b) Amount Percent Beneficially of Class Owned(Shares) (1) The Mutuelles AXA, as a group (2) 444,423 2.99% AXA (2) 444,423 2.99% AXA Financial, Inc. 444,423 2.99% Donaldson, Lufkin & Jenrette, Inc. 444,423 2.99% DLJ Capital Investors, Inc. 444,423 2.99% DLJ Fund Investment Partners II L.P. 444,423 2.99% DLJ LBO Plans Management Corporation 444,423 2.99% Pel-Tex Partners LLC 444,423 2.99% Townes G. Pressler, Jr. 444,423 2.99%
Each of the AXA entities expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. Each of the subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions. DLJ Fund Investment Partners II L.P., as the controlling member of Pel-Tex Partners LLC, could be deemed a beneficial owner of the securities reported in this Schedule 13G. DLJ Fund Investment Partners II L.P. expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for the purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. DLJ LBO Plans Management Corporation and Townes G. Pressler, Jr., in their capacity as the Managers of Pel-Tex Partners LLC, could be deemed beneficial owners of the securities reported in this Schedule 13G. DLJ Plans Management Corporation and Townes G. Pressler, Jr. expressly declare that the filing of this Schedule 13G shall not be construed as an admission that they are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities covered by this Schedule 13G. (b) Percent of class: 2.99% ITEM 4. Ownership as of June 30, 2000(CONT.) Page 17 of 19 Pages (c) Deemed Voting Power and Disposition Power:
(i) Sole (ii) Shared (iii) Sole power to (iv) Shared power power to vote power to vote dispose or to to dispose or to or to direct or to direct direct the direct the the vote the vote disposition of disposition of The Mutuelles AXA, 0 444,423 0 444,423 as a group AXA 0 444,423 0 444,423 AXA Financial, Inc. 0 444,423 0 444,423 Donaldson, Lufkin & 444,423 0 444,423 Jenrette, Inc. DLJ Capital Investors, Inc. 0 444,423 0 444,423 DLJ LBO Plans Management 0 444,423 0 444,423 Corporation DLJ Fund Investment 0 444,423 0 444,423 Partners II L.P. Pel-Tex Partners LLC 0 444,423 0 444,423 Townes G. Pressler, 0 444,423 0 444,423 Jr.
Page 18 of 19 Pages 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. This Schedule 13G is being filed by Equitable Companies; AXA, which beneficially owns a majority interest in Equitable Companies; and the Mutuelles AXA, which as a group control AXA: ( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities; ( ) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in EQUITABLE COMPANIES capacity as a parent holding company with respect to the holdings of its following subsidiaries: (X) Donaldson, Lufkin & Jenrette, Inc. (X) DLJ Capital Investors, Inc. (X) Pel-Tex Partners LLC (X) DLJ LBO Plans Management Corporation (X) Townes G. Pressler, Jr. (X) DLJ Fund Investment Partners II L.P., which holds a controlling 60.8% membership interest in Pel-Tex Partners LLC Page 19 of 19 Pages Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. 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. Date: July 17, 2000 AXA Financial, Inc. By: /s/ Alvin H Fenichel ------------------------------------------ Name: Alvin H Fenichel Title: Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit A, among AXA Financial, Inc., AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA, Donaldson, Lufkin & Jenrette, Inc., DLJ Capital Investors, Inc., DLJ LBO Plans Management Corporation, DLJ Fund Investment Partners II L.P. , Pel-Tex Partners LLC, and Townes G. Pressler, Jr., this statement of Schedule 13G is filed on behalf of each of them.