-----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, MQgA0IG1dp8ujcMnNiy34ko5LNpxsafjv02aMF4RLED/K4cBcDDL2q5j5dyeRZGU i4l4AI/8TGkg7Y3UBFZ1xw== 0000950134-98-001174.txt : 19980218 0000950134-98-001174.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950134-98-001174 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NONE GROUP MEMBERS: GFW ENERGY LP GROUP MEMBERS: NATURAL GAS PARTNERS L P 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: 98538322 BUSINESS ADDRESS: STREET 1: 500 W TEXAS AVE STREET 2: SUITE 500 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156826612 MAIL ADDRESS: STREET 1: 500 W TEXAS AVE STREET 2: SUITE 500 CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GAS PARTNERS L P CENTRAL INDEX KEY: 0000930605 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 752253404 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 WEST PUTNAM AVENUE 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036292440 MAIL ADDRESS: STREET 1: 115 EAST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 AMENDMENT 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, par value $.01 (Title of Class of Securities) 888289 10 5 (CUSIP Number) *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 6 Pages 2 Schedule 13G/A CUSIP No. 888289 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Natural Gas Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6,159,366 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH 7 SOLE DISPOSITIVE POWER 6,159,366 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,159,366 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.3% 12 TYPE OF REPORTING PERSON (See Instructions) PN Page 2 of 6 Pages 3 Schedule 13G/A CUSIP No. 888289 10 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON G.F.W. Energy, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6,159,366 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH 7 SOLE DISPOSITIVE POWER 6,159,366 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,159,366 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.3% 12 TYPE OF REPORTING PERSON (See Instructions) PN Page 3 of 6 Pages 4 ITEM 1. (a) Name of issuer: Titan Exploration, Inc. (b) Address of issuer's principal executive offices: 500 West Texas, Suite 500 Midland, Texas 79701 ITEM 2. (a) Name of persons filing: This report is filed by Natural Gas Partners, L.P. ("NGP") and G.F.W. Energy, L.P. ("Energy"). Energy is the sole general partner of NGP. (b) Address of principal business office: The address of the principal business office of each of NGP and Energy is 500 West Putnam Avenue, 4th Floor, Greenwich, Connecticut 06830. (c) Citizenship: NGP and Energy both are limited partnerships formed under the laws of Delaware. (d) Title of class of securities: Common Stock, par value $.01 per share (e) CUSIP Number: 888289 10 5 ITEM 3. STATUS AS PERSON FILING PURSUANT TO RULE 13d-1(b) OR 13d-2(b): Not Applicable ITEM 4. OWNERSHIP (a) Amount beneficially owned: 6,159,366 shares. The reporting persons acquired 4,767,407 shares prior to the registration of the issuer's Common Stock under Section 12 of the Act and acquired 1,391,959 shares in exchange for shares of common stock of Offshore Energy Development Corporation ("OEDC"), pursuant to a merger of OEDC with and into a wholly-owned subsidiary of the issuer. (b) Percent of class: 15.3%. (c) Number of shares as to which each person has: (i) sole power to vote or to direct the vote: 6,159,366 shares (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 6,159,366 shares (iv) shared power to dispose or to direct the disposition of: None Page 4 of 6 Pages 5 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 Not applicable. Page 5 of 6 Pages 6 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. NATURAL GAS PARTNERS, L.P. By: G.F.W. Energy, L.P., General Partner By: /s/ R. GAMBLE BALDWIN ------------------------------- R. Gamble Baldwin General Partner Dated: February 13, 1998 G.F.W. ENERGY, L.P. By: /s/ R. GAMBLE BALDWIN ------------------------------- R. Gamble Baldwin General Partner Dated: February 13, 1998 Page 6 of 6 Pages 7 EXHIBIT 1 AGREEMENT The undersigned reporting persons hereby agree that the statements filed pursuant to this Schedule 13G/A dated February 13, 1998, to which this Agreement is filed as an exhibit, is filed on behalf of each of them. NATURAL GAS PARTNERS, L.P. By: G.F.W. Energy, L.P., General Partner By: /s/ R. GAMBLE BALDWIN ------------------------------- R. Gamble Baldwin General Partner Dated: February 13, 1998 G.F.W. ENERGY, L.P. By: /s/ R. GAMBLE BALDWIN ------------------------------- R. Gamble Baldwin General Partner Dated: February 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----