-----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, FUh5quiePG1qvW1rPBoSNrs1PeN/nXLBsUz4qTW9COVKoykNT9OmUN9HR9Ql/1Bi XxdZuSCjM7Ez3Jtf9EuRNw== 0000950172-96-000278.txt : 19960613 0000950172-96-000278.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950172-96-000278 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960610 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DLB OIL & GAS INC CENTRAL INDEX KEY: 0000945982 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731358299 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46079 FILM NUMBER: 96578558 BUSINESS ADDRESS: STREET 1: 1601 NORTHWEST EXPRESSWAY STREET 2: STE 700 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488808 MAIL ADDRESS: STREET 1: 100 N BROADWAY STREET 2: 20TH FLOOR CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON CHARLES E CENTRAL INDEX KEY: 0001001391 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2028627400 MAIL ADDRESS: STREET 1: C/O WEXFORD MANAGEMENT LLC STREET 2: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) DLB Oil and Gas, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 23322J101 (CUSIP Number) Gary W. Derrick Derrick & Briggs Liberty Tower, 20th Floor 100 N. Broadway Avenue Oklahoma City, Oklahoma 73102 (405) 235-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 1996 (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 ( ). 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 benefi- cial ownership of more than five percent of the class of securi- ties described in Item 1; and (2) has filed no amendment subse- quent 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. 13D CUSIP NO. 23322J101 PAGE 2 OF PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles E. Davidson ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 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 7 SOLE VOTING POWER 7,500,600 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,500,600 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.8% 14 TYPE OF REPORTING PERSON* IN ITEM 1. SECURITY AND COMPANY. This statement relates to the Common Stock, par value $.001 per share, of DLB Oil & Gas, Inc. (the "Company"), which completed its initial public offering of common stock and became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, on July 25, 1995. The principal execu- tive offices of the Company are located at 1601 N.W. Expressway, Suite 700, Oklahoma City, Oklahoma 73118-1401. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by Charles E. Davidson, Chairman of the Board of the Company. (b) His business address is 411 West Putnam Ave., Greenwich Connecticut 06830. (c) He is the Managing Partner of Wexford Capital Corporation, a private investment firm. He is also Chairman of the Board of Resurgence Properties, Inc. and of Presidio Capital, Inc. The address for these businesses is disclosed in (b) above. (d) He has not, during the last five years, been convicted in any criminal proceeding. (e) He has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgement, decree or final order enjoining future violation, of, or prohib- iting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) He is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Davidson's shares of the Company's common stock were primarily acquired in the merger of Davidson Oil & Gas, Inc., a corporation owned solely by him, with and into the Company, which was the surviving corporation in the merger. Mr. Davidson purchased his shares of Davidson Oil & Gas, Inc. with personal funds as a part of its initial capitalization. His total contributed capital (whether to the Company or Davidson Oil & Gas, Inc.) as of July 25, 1995 (the date of the Company's initial public offering) was $23,391,083. On June 4, 1996, Mr. Davidson, through his individual retirement account, has purchased for cash 100,600 additional shares in the open market for $7.00 per share. ITEM 4. PURPOSE OF THE TRANSACTION. Mr. Davidson holds his shares for investment and has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Compa- ny, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorgani- zation or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Charles E. Davidson reserves the right, and at any time or from time to time may, (i) acquire, or agree to acquire, additional shares of Common Stock or other securities of or relating to the Company, (ii) sell, or agree to sell, some or all such shares of Common Stock or such other securities of or relating to the Company owned by Charles E. Davidson in each such case in the open market, in negotiated transactions, or otherwise, (iii) make or receive proposals and enter into negotiations with respect to such transactions and/or (iv) surrender such shares of Common Stock or such other securities of or relating to the Company owned by Charles E. Davidson in connection with any merger, tender offer or other acquisition transaction involving the Company. Charles E. Davidson's decisions in such regard will be based upon the prevailing price of the shares of Common Stock or other such securities in the open market, and/or in any negotiated transactions, the value of the consideration being offered in any merger, tender offer or other acquisition transaction involving the securities of the Company, tax considerations and any other relevant factors. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. (a) Mr. Davidson beneficially owns 7,500,600 shares of the Company' common stock, which based on the 12,975,000 shares stated as outstanding on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1996, represents approximately 57.8% of the outstanding common stock. (b) Mr. Davidson has sole power to vote and dispose of the above shares. (c) Mr. Davidson acquired shares of the Company's common stock on July 20, 1995, when Davidson Oil & Gas, Inc., a corporation owned solely by him, was merged into the Company, which was the surviving corporation in the merger. Mr. Davidson also acquired, on June 4, 1996, 100,600 additional shares on the NASDAQ market at a price of $7.00 per share. (d) n/a (e) n/a ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Mr. Davidson, Mike Liddell and Mark Liddell entered into a Shareholder Agreement, which became effective July 25, 1995 (the date of the initial public offering). Under the Shareholder Agreement, each party agreed that he will vote his shares of the Company common stock for the election of the other parties to the Company's Board of Directors. If any party proposes to sell or transfer any of his shares of the company common stock, the other parties have the right to sell a like portion of their shares for the same price and on the same terms and conditions as the proposed sale. Certain transfers are excluded from this provision, including shares sold pursuant to Rule 144 and transfers to family members and upon death. The Shareholder Agreement will terminate July 25, 2005, or earlier in the event of the bankruptcy of the Company or any similar event. Mr. Davidson has given Mike Liddell and Mark Liddell the right, upon his death, to vote the shares of the Company common stock then held by him for the remaining term of the agreement and for a period of three years thereafter. Mike Liddell beneficially owns 1,332,500 shares of the Company's common stock, representing 10.2% of the issued and outstanding common stock. Mark Liddell beneficially owns 1,332,500 shares of the Company's common stock, representing 10.2%. of the issued and outstanding common stock. Mr. Davidson disclaims beneficial ownership of the shares owned by Mike Liddell and Mark Liddell. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Shareholder's Agreement by an among Charles E. Davidson, Mike Liddell and Mike Liddell (This Exhibit was previ- ously filed as Exhibit 10.12 to the Company's Form S-1 Registra- tion Statement, as amended, and the same is incorporated herein by reference.) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state- ment is true, complete and correct. June 7, 1996 ___________________________________ ___________________________________ Signature ___________________________________ Charles E. Davidson (Name) -----END PRIVACY-ENHANCED MESSAGE-----