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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PATINA OIL & GAS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
70322 4105
- --------------------------------------------------------------------------------
(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
24th Floor
New York, New York 10112
(212) 408-2400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1999
- --------------------------------------------------------------------------------
(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 to this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
Page 1 of 12 Pages
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- -------------------------
CUSIP No. 703224105
- -------------------------
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.P.
13-337-6808
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,717,908 (includes Options to purchase Common Stock)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH Not applicable
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,717,908 (includes Options to purchase Common Stock)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,717,908 (includes Options to purchase Common Stock)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
Page 2 of 12 Pages
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SCHEDULE 13D
------------
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
Preliminary Note.
- -----------------
The information contained herein has been adjusted to reflect
an increase in the shares held by the reporting person and a change in the name
and address of reporting person.
Item 1. Security and Company.
- ------------------------------
This statement relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of Patina Oil & Gas Corporation, a Delaware
corporation (the "Company"). The Company's principal executive offices are
located at 1625 Broadway, Suite 2000, Denver, Colorado 80208.
Item 2. Identity and Background.
- ---------------------------------
The response to Item 2 is amended in its entirety to read as
follows:
This statement is being filed by Chase Venture Capital
Associates, L.P. (hereinafter referred to as "CVCA"), whose principal business
office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017.
The general partner of CVCA is Chase Capital Partners, a New York general
partnership ("CCP"), whose principal business office is located at the same
address as CVCA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen, whose
principal occupation is general partner of CCP and whose principal business
office address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
I. Robert Greene
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M.B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jonas Steinman
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's principal business office address is c/o Chase
Capital Partners, 50 California Street, Suite 2940, San Francisco, CA 94111.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited
partnership ("Principals") and CCP European Principals, L.P., a Delaware limited
partnership ("European Principals"), each of whose principal business office is
located at the same address as CVCA. Chase Capital is a wholly owned subsidiary
of The Chase Manhattan Corporation, a Delaware corporation, whose principal
Page 3 of 12 Pages
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Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
business office is located at the same address as CVCA. The general partner of
each of Principals and European Principals is Chase Capital. Set forth in
Schedule A hereto and incorporated herein by reference are the names, business
addresses, principal occupations or employments of each executive officer of
Chase Capital, each of whom is a U.S. citizen.
The Chase Manhattan Corporation ("Chase") is a Delaware
corporation engaged (primarily through subsidiaries) in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. Set forth in Schedule B hereto and incorporated herein by reference
are the names, business addresses, principal occupations and employments of each
executive officer and director of Chase, each of whom is a U.S. citizen.
To CVCA's knowledge, the response to Items 2(d) and (e) of
Schedule 13D is negative with respect to CVCA and all persons regarding whom
information is required hereunder by virtue of CVCA's response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this
Schedule 13D Statement require that, in addition to CVCA, the information called
for therein should be given with respect to each of the persons listed in this
Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase
Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase and Chase's executive officers and directors, the information
provided in Items 3-6 with respect to CVCA should also be considered fully
responsive with respect to the aforementioned persons who have no separate
interests in the Company's Common Stock which is required to be reported
thereunder. Although the definition of "beneficial ownership" in Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
might also be deemed to constitute these persons beneficial owners of the
Company's Common Stock acquired by CVCA, neither the filing of this statement
nor any of its contents shall be deemed an admission that any of such persons is
a beneficial owner of the Company's Common Stock acquired by CVCA or a member of
a group together with CVCA either for the purpose of Schedule 13D of the
Exchange Act or for any other purpose with respect to the Company's Common
Stock.
Item 3. Source and Amount of Funds or Other Consideration.
- -----------------------------------------------------------
The source of funds for CVCA's acquisition of beneficial
ownership of the Common Stock of the Company is money held for investment by
CVCA.
Item 4. Purpose of Transaction.
- --------------------------------
The response to Item 4 is amended in its entirety to read as
follows:
As more fully described in Item 6, pursuant to the Stock
Purchase Agreement (the "Purchase Agreement"), dated September 19, 1997, by and
among the Company, CVCA and others (collectively with CVCA, the "Preferred
Investors"), CVCA acquired from the Company 571,429 shares of 8.5% Convertible
Preferred Stock ("Preferred Stock"), and 57,143 shares of Common Stock. At a
second closing of the Purchase Agreement (not to occur later than December 31,
1997) CVCA could be required to purchase up to 328,571 additional shares of
Preferred Stock. In addition, also as more fully described in Item 6, pursuant
to the Stock Option Agreement (the "Option"), dated September 19, 1997, by and
among Snyder Oil Corporation ("SOCO"), CVCA and various Preferred Investors,
CVCA acquired 25,000 shares of Common Stock from SOCO.
As described in the Company's Certificate of Designations for
the Preferred Stock, incorporated herein by reference as Exhibit C, the
Page 4 of 12 Pages
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Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
Preferred Stock is convertible into 2.6316 shares of Common Stock. The holders
of Preferred Stock have the right to appoint two members to the Board of
Directors (the "Board") of the Company, which two members may be designated by
the largest and second-largest holders of Preferred Stock, respectively. CVCA,
as the second largest holder of Preferred Stock, appointed Arnold L. Chavkin to
the Board.
As payment for services rendered by Mr. Chavkin as a member of
the Issuer's board of directors, Mr. Chavkin received 364 shares of the Issuer's
Common Stock and up to 5,000 shares of the Issuer's Common Stock: (i) 1,500
shares issuable pursuant to Options which became exercisable on October 21,
1998, at an exercise price of $10.3125 per share, (ii) 1,500 shares issuable
pursuant to Options which become exercisable on October 21, 1999 at an exercise
price of $10.3125 per share and (iii) 2,000 shares issuable pursuant to Options
which become exercisable on October 21, 2000 at an exercise price of $10.3125
per share.
Mr. Chavkin is obligated to exercise each of the foregoing
options upon the request of the Reporting Person and is obligated to transfer to
the Reporting Person all shares received for services rendered and all shares
issued upon the exercise of any of the foregoing Options.
On December 31, 1997, March 31, 1998, June 30, 1998 and
September 30, 1998, the Reporting Person received an aggregate of 124,383 shares
of Preferred Stock as payment-in-kind of the 8.5% interest payment due in
respect of the original 571,429 shares of Preferred Stock.
Under the Purchase Agreement, CVCA is restricted from
acquiring additional shares of Common Stock without the Company's consent if
such acquisition would result in CVCA's beneficial ownership of the Company's
Common Stock to be greater than 20% of the combined voting power of all
outstanding capital stock of the Company.
The acquisition of the Company's equity securities has been
made by CVCA for investment purposes. Although CVCA has no present intention to
do so, CVCA may make additional purchases of Common Stock either in the open
market or in privately negotiated transactions, including transactions with the
Company, depending on an evaluation of the Company's business prospects and
financial condition, the market for the Common Stock, other available investment
opportunities, money and stock market conditions and other future developments.
Depending on these factors, CVCA may decide to sell all or part of its holdings
of the Company's Common Stock in one or more public or private transactions.
Except as set forth in this Item 4, CVCA has no present plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, CVCA reserves the
right to propose or participate in future transactions which may result in one
or more of such actions, including but not limited to, an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, of a
material amount of assets of the Company or its subsidiaries, or other
transactions which might have the effect of causing the Company's Common Stock
to cease to be listed on the NASDAQ National Market System or causing the Common
Stock to become eligible for termination of registration, under Section 12(g) of
the Exchange Act.
Item 5. Interest in Securities of the Company.
- -----------------------------------------------
The response to Item 5 is amended in its entirety to read as
follows:
CVCA is deemed to be the beneficial owner of 1,717,908 shares
of the Company's Common Stock. CVCA's deemed beneficial ownership represents
9.9% of the Company's Common Stock on a fully diluted basis. Except as set forth
in Item 4, CVCA has sole voting power and dispositive power with respect to its
shares of Common Stock.
Page 5 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
Except as reported in Item 6 below and incorporated herein by
reference, there have been no transactions in the Common Stock during the past
sixty days which are required to be reported in this Statement. No person other
than CVCA has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the Common Stock owned
beneficially by CVCA.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
- ----------------------------------------------------------------
Reference is made to the information disclosed under Items 3
and 4 of this Statement which is incorporated by reference in response to this
Item. In addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
CVCA acquired beneficial ownership of the Common Stock
pursuant to (i) the Purchase Agreement, originally executed on July 31, 1997,
and as amended by the First Amendment dated as of September 19, 1997, attached
hereto as Exhibit A and incorporated by reference, and (ii) the Option,
originally executed on July 31, 1997, and as amended by the First Amendment
dated as of September 19, 1997 and restated on September 17, 1997 attached
hereto as Exhibit B and incorporated by reference. Under the Purchase Agreement,
CVCA and the other investor parties thereto ("Investors") are obligated to
purchase up to $63,000,000 of the Preferred Stock. As of the first closing on
October 21, 1997, the Investors were obligated to purchase $40,000,000 of
Preferred Stock, or 1,600,000 shares, of which CVCA purchased 571,429 shares. As
additional consideration, the Investors each received a pro rata share of an
aggregate of 160,000 shares of Common Stock from the Company pursuant to the
Purchase Agreement (of which 57,143 shares were issued to CVCA), and 70,000
shares of Common Stock from the Company's former principal stockholder, SOCO,
pursuant to the Option (of which 25,000 shares were transferred to CVCA). The
Investors may be obligated to purchase the additional 920,000 shares of
Preferred Stock at the second closing of the Purchase Agreement, which is
scheduled to occur, if at all, at the Company's election prior to December 31,
1997.
As payment for services rendered by Mr. Chavkin as a member of
the Issuer's board of directors, Mr. Chavkin received 364 shares of the Issuer's
Common Stock and up to 5,000 shares of the Issuer's Common Stock: (i) 1,500
shares issuable pursuant to Options which became exercisable on October 21,
1998, at an exercise price of $10.3125 per share, (ii) 1,500 shares issuable
pursuant to Options which become exercisable on October 21, 1999 at an exercise
price of $10.3125 per share and (iii) 2,000 shares issuable pursuant to Options
which become exercisable on October 21, 2000 at an exercise price of $10.3125
per share.
Chavkin is obligated to exercise each of the foregoing options
upon the request of the Reporting Person and is obligated to transfer to the
Reporting Person all shares received for services rendered and all shares issued
upon the exercise of any of the foregoing options.
On December 31, 1997, March 31, 1998, June 30, 1998 and
September 30, 1998, the Reporting Person received an aggregate of 124,383 shares
of Preferred Stock as payment-in-kind of the 8.5% interest payment due in
respect of the original 571,429 shares of Preferred Stock.
The Certificate of Designation for the Preferred Stock,
attached hereto as Exhibit C and incorporated by reference, sets forth
additional rights and privileges of the Preferred Stock, including the right to
appoint two members to the Board, and to vote as a class on certain corporate
transactions.
The Purchase Agreement grants to the Investors registration
rights with respect to the Common Stock beneficially owned by them, and also
restricts sales and purchases of the Preferred and Common Stock by such
Investors. In particular, the Investors may not dispose of any shares of
Preferred or Common Stock for a period of one year, may dispose of such shares
between one and two years only with the approval of the Company and in
accordance with applicable securities laws, and may dispose of such shares after
Page 6 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
two years only in accordance with applicable securities laws. In addition, such
Investors are prohibited for two years from acquiring additional shares which
would result in beneficial ownership of greater than 20% of the combined voting
power of all outstanding capital stock of the Company without the prior approval
of the Company.
Item 7. Material to be Filed as Exhibits.
- ------------------------------------------
*Exhibit A Stock Purchase Agreement, dated July 31, 1997, as
amended by the First Amendment dated as of September
19, 1997, attached as Annex B to the Company's
Schedule 14A (Amendment 3), as filed with the
Securities and Exchange Commission on September 19,
1997 File No. 001-14344, and incorporated by
reference herein.
*Exhibit B Stock Option Agreement, dated July 31, 1997, as
amended by the First Amendment dated as of September
19, 1997, attached as Annex E to the Company's
Schedule 14A (Amendment 3), as filed with the
Securities and Exchange Commission on September 19,
1997 File No. 001-14344, and incorporated by
reference herein.
*Exhibit C Form of Certificate of Designations of 8.5%
Convertible Preferred Stock of the Company, as filed
with the Secretary of State of the State of Delaware
on October 17, 1997.
SCHEDULE A
- ----------
Item 2 information for executive officers and directors of
Chase Capital.
SCHEDULE B
- ----------
Item 2 information for executive officers and directors of
Chase.
* Filed Previously
Page 7 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
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: February 10, 1999 CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/Jeffrey C. Walker
----------------------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
Page 8 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
SCHEDULE A
----------
CHASE CAPITAL CORPORATION
-------------------------
Executive Officers
------------------
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President George E. Kelts**
Assistant Secretary Robert C. Carroll*
Directors
---------
William B. Harrison, Jr.*
Jeffrey C. Walker**
- --------
* Principal occupation is employee and/or officer of Chase. Business address
is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York
10017.
** Principal occupation is employee of Chase and/or general partner of Chase
Capital Partners. Business address is c/o CCP, 380 Madison Avenue, 12th
Floor, New York, NY 10017.
Page 9 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
SCHEDULE B
----------
THE CHASE MANHATTAN CORPORATION
-------------------------------
Executive Officers*
-------------------
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director, Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
-----------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
- --------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a U.S.
citizen.
** Each of the persons named below is a citizen of the United States of
America.
Page 10 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------------
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF,
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Chairman of the Board and Chief Executive Officer
The Reader's Digest Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest Road
Pleasantville, N.Y. 10570
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Page 11 of 12 Pages
<PAGE>
Schedule 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- ------- ------------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------------
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
Page 12 of 12 Pages
