<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
---
PATINA OIL & GAS CORPORATION
------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
703224105
-------------------
(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, 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 to this Schedule 13D, and is filing this
schedule because of ss.ss. 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 ss. 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 13 Pages
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<TABLE>
- ---------------------------------------------
CUSIP No. 703224105
- ---------------------------------------------
SCHEDULE 13D
<S> <C> <C>
- ------------ -------------------------------------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.L.C.
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
Delaware
- ------------ -------------------------------------------------------------------------------------------------------
7
SOLE VOTING POWER
1,886,278 (includes Options to purchase Common Stock)
NUMBER OF
SHARES ---------------------------------------------------------------------------------------
BENEFICIALLY 8
OWNED BY EACH SHARED VOTING POWER
REPORTING
PERSON WITH Not applicable
---------------------------------------------------------------------------------------
9
SOLE DISPOSITIVE POWER
1,886,278 (includes Options to purchase Common Stock)
---------------------------------------------------------------------------------------
10
SHARED DISPOSITIVE POWER
Not applicable
- --------------------------------------------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,886,278 (includes Options to purchase Common Stock)
- --------------------------------------------------------------------------------------------------------------------
12
CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
LLC
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 13 Pages
<PAGE>
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 controlling persons 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, LLC, a Delaware limited liability company, formerly Chase Venture
Capital Associates, L.P., a California limited partnership (hereinafter referred
to as "CVCA"), whose principal office is located at c/o Chase Capital Partners,
380 Madison Avenue, 12th Floor, New York, New York 10017.
CVCA is engaged in the venture capital and leveraged buyout
business. The economic member of CVCA is CCP-CMC Consolidating, LLC, a Delaware
limited liability company (hereinafter referred to as "CCP-CMC") and the
managing member of CVCA is CCP-SBIC Manager, LLC ("CCP-SBIC"). The managing
member of CCP-CMC is Chase Capital Partners, a New York general partnership
(hereinafter referred to as "CCP"). Pursuant to a master advisory agreement,
CCP-SBIC has delegated its management authority of CVCA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC's and
CCP's principal 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 (except for
Messrs. Britts and Meggs, each of whom are citizens of the United Kingdom and
Ms. Aidar who is a citizen of Brazil), whose principal occupation is general
partner of CCP and whose business address (except for Messrs. Britts, Meggs,
Soghikian and Stuart) is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
Ana Carolina Aidar
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
David S. Britts
Arnold L. Chavkin
David Gilbert
Eric Green
Michael R. Hannon
Donald J. Hofmann
Jonathan Meggs
Stephen P. Murray
John M.B. O'Connor
Robert Ruggiero
Page 3 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
Susan Segal
Shahan D. Soghikian
Lindsay Stuart
Jeffrey C. Walker
Timothy Walsh
Richard D. Waters, Jr.
Damion E. Wicker, M.D.
Messrs. Britts' and Soghikian's address is c/o Chase Capital
Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Messrs.
Meggs' and Stuart's address is c/o Chase Capital Partners, 125 London Wall,
Level 13, London, England EC2Y5AJ.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation (hereinafter referred to as "Chase Capital"), CCP Principals, L.P.,
a Delaware limited partnership (hereinafter referred to as "Principals") and CCP
European Principals, L.P., a Delaware limited partnership (hereinafter referred
to as "European Principals"), each of whose principal office is located at 380
Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a
wholly-owned subsidiary of The Chase Manhattan Corporation. The general partner
of each of Principals and European Principals is Chase Capital. Chase Capital,
Principals and European Principals are each engaged in the venture capital and
leveraged buyout business. Set forth in Schedule A hereto and incorporated
herein by reference are the names, business addresses and principal occupations
or employments of each executive officer and director of Chase Capital, each of
whom is a U.S. citizen.
The Chase Manhattan Corporation (hereinafter referred to as
"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.
Page 4 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
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
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. In January 1999, Mr. Chavkin resigned as a Director and CVCA
appointed Christopher Behrens as its representative on the Board.
In 1997, as payment for services rendered by Mr. Chavkin as a
member of the Company's Board, Mr. Chavkin received 300 shares of the Company's
Common Stock and up to 5,000 shares of the Company'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.
In 1998, as payment for services vendered by Mr. Chavkin as a
member of the Company's Board, Mr. Chavkin received 364 shares of the Company's
Common Stock and up to 5,000 shares of the Issuers Common Stock. (i) 1,500
shares issuable pursuant to Options which became exercisable on May 13, 1999, at
an excise price of $7.75 per share, (ii) 1,500 shares issuable pursuant to
Options which became exercisable on May 13, 2000, at an excise price of $7.75
per share, (iii) 2,000 shares issuable pursuant to Options which became
exercisable on May 13, 2001, at an excise price of $7.75 per share.
In 1999, as payment for services rendered by Mr. Behrens as a
member of the Company's Board, Mr. Behrens received 1,414 shares of the
Company's Common Stock, and up to 10,000 shares of the Company's Common: (i)
1,500 shares issuable pursuant to Options which become exercisable on May 27,
2000, at an exercise price of $5.1250, (ii) 1,500 shares issuable pursuant to
Options which become exercisable on May 27, 2001, at an exercise price of
$5.1250 per share (iii) 2,000 shares issuable pursuant to Options which become
exercisable on May 27, 2002, at an exercise price of $5.1250 per share, (iv)
1,500 shares issuable pursuant to Options which become exercisable on February
18, 2000, at an exercise price of $2.9375 per share, (v) 1,500 shares issuable
pursuant to Options which become exercisable on February 18, 2001, at an
exercise price of $2.9375 per share, and (vi) 2000 shares
Page 5 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
issuable pursuant to Options which become exercisable on February 18, 2002, at
an exercise price of $2.9375 per share.
Each of Mr. Chavkin and Mr. Behrens 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, September
30, 1998, December 31, 1998, March 31, 1999, June 30, 1999 and December 31,
1999, the Reporting Person received an aggregate of 104,888 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 1,886,278 shares
of the Company's Common Stock. CVCA's deemed beneficial ownership represents
10.4% of the Company's Common Stock on a fully diluted basis, as of December 31,
1999. Except as set forth in Item 4, CVCA has sole voting power and dispositive
power with respect to its shares of Common Stock.
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.
Page 6 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
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.
In 1997, as payment for services rendered by Mr. Chavkin as a
member of the Company's Board, Mr. Chavkin received 300 shares of the Issuer's
Common Stock and up to 5,000 shares of the Company'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.
In 1998, as payment for services vendered by Mr. Chavkin as a
member of the Company's Board, Mr. Chavkin received 364 shares of the Company's
Common Stock and up to 5,000 shares of the Issuers Common Stock. (i) 1,500
shares issuable pursuant to Options which became exercisable on May 13, 1999, at
an excise price of $7.75 per share, (ii) 1,500 shares issuable pursuant to
Options which became exercisable on May 13, 2000, at an excise price of $7.75
per share, (iii) 2,000 shares issuable pursuant to Options which became
exercisable on May 13, 2001, at an excise price of $7.75 per share.
In 1999, as payment for services rendered by Mr. Behrens as a
member of the Company's Board, Mr. Behrens received 1,414 shares of the
Company's Common Stock, and up to 10,000 shares of the Company's Common: (i)
1,500 shares issuable pursuant to Options which become exercisable on May 27,
2000, at an exercise price of $5.1250, (ii) 1,500 shares issuable pursuant to
Options which become exercisable on May 27, 2001, at an exercise price of
$5.1250 per share (iii) 2,000 shares issuable pursuant to Options which become
exercisable on May 27, 2002, at an exercise price of $5.1250 per share, (iv)
1,500 shares issuable pursuant to Options which become exercisable on February
18, 2000, at an exercise price of $2.9375 per share, (v) 1,500 shares issuable
pursuant to Options which become exercisable on February 18, 2001, at an
exercise price of $2.9375 per share, and (vi) 2000 shares issuable pursuant to
Options which become exercisable on February 18, 2002, at an exercise price of
$2.9375 per share.
Each of Mr. Chavkin and Mr. Behrens is obligated to exercise
each of the foregoing
Page 7 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
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, September
30, 1998, December 31, 1998, March 31, 1999, June 30, 1999 and December 31,
1999, the Reporting Person received an aggregate of 104,888 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
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.
Page 8 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
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
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: March 29, 2000 CHASE VENTURE CAPITAL ASSOCIATES, L.L.C.
By: CHASE CAPITAL PARTNERS,
its Manager
By: /s/Jeffrey C. Walker
---------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
Page 9 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meredith*
Vice President and Treasurer Elisa R. Stein**
Vice President Marcia Bateson**
Assistant Secretary Robert C. Carroll*
Assistant Secretary Anthony J. Horan*
Assistant Secretary Denise G. Connors*
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 Chase Capital
Partners, 380 Madison Avenue, 12th Floor, New York, NY 10017.
Page 10 of 13 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*
William B. Harrison Jr., President and Chief Executive Officer*
Donald L. Boudreau, Vice Chairman*
John J. Farrell, Director of Human Resources*
Neal S. Garonzik, Vice Chairman*
Frederick W. Hill, Director of Corporate Marketing and Communications*
Donald H. Layton, Vice Chairman*
James B. Lee Jr., Vice Chairman*
William H. McDavid, General Counsel*
Denis J. O'Leary, Executive Vice President*
Marc J. Shapiro, Vice Chairman*
Joseph G. Sponholz, Vice Chairman*
Jeffrey C. Walker, Senior Managing Director**
Directors***
<TABLE>
<CAPTION>
<S> <C>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
</TABLE>
- -------------------------
* 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.
** Principal occupation is employee of Chase and/or general partner of
Chase Capital Partners. Business address is c/o Chase Capital Partners,
380 Madison Avenue - 12th Floor, New York, New York 10017.
*** Each of the persons named below is a citizen of the United States of
America.
Page 11 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
M. Anthony Burns Chairman of the Board and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
H. Laurence Fuller Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
Melvin R. Goodes Retired Chairman of the Board and CEO
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
William B. Harrison, Jr. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
Harold S. Hook Retired Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue - Room 29-72
New York, New York 10022
Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 10017
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
</TABLE>
Page 12 of 13 Pages
<PAGE>
SCHEDULE 13D
Company: Patina Oil & Gas Corporation CUSIP Number: 70322 4105
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
- ----------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
