<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
PATINA OIL & GAS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
703224-10-5
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(CUSIP Number)
James W. Williams, Jr. (303) 534-6500
SOUTHWESTERN EAGLE L.L.C.
1675 Larimer Street, Suite 820
Denver, Colorado 80202
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(Name/Address/Telephone Number of Person Authorized
to Receive Notices and Communications)
July 26, 2000
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(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 that is the subject of 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).
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SCHEDULE 13D/A
CUSIP No. 703224-10-5 Page 2 of 21 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOUTHWESTERN EAGLE L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
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7 SOLE VOTING POWER
1,844,900
Number of --------------------------------------------------------------
shares 8 SHARED VOTING POWER
beneficially 0
owned by --------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting 1,844,900
person --------------------------------------------------------------
with 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8
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14 TYPE OF REPORTING PERSON*
00
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<PAGE>
SCHEDULE 13D/A
CUSIP No. 703224-10-5 Page 3 of 21 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James W. Williams, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,844,900
Number of --------------------------------------------------------------
shares 8 SHARED VOTING POWER
beneficially 0
owned by --------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting 1,844,900
person --------------------------------------------------------------
with 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,900
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D/A
CUSIP No. 703224-10-5 Page 4 of 21 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Hunter White, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,844,900
Number of --------------------------------------------------------------
shares 8 SHARED VOTING POWER
beneficially 0
owned by --------------------------------------------------------------
each 9 SOLE DISPOSITIVE POWER
reporting 1,844,900
person --------------------------------------------------------------
with 10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,900
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Page 5 of 21 Pages
This Amendment No. 3 amends the statement on Schedule 13D (the "Initial
13D") which was filed on July 9, 1999 pursuant to Rule 13d-1 of the Securities
Exchange Act of 1934, on behalf of each of Southwestern Eagle LLC
("Southwestern"), James W. Williams, Jr. ("Mr. Williams") and H. Hunter White
III ("Mr. White") and relates to the common stock, par value $0.01 per share
(the "Common Stock") of Patina Oil & Gas Corporation (the "Issuer"). The Initial
13D was amended on August 12, 1999, by Amendment No. 1 and on September 3, 1999
by Amendment No. 2. The Initial 13D is hereby amended as set forth below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following new paragraph after the
existing paragraphs in the Initial 13D as amended by Amendment Nos. 1 and 2.
On July 25 and 26, 2000, Southwestern purchased an additional 15,500 and
53,500 shares, respectively, (the "Additional Shares") of Common Stock for an
aggregate purchase price of $981,923. The funds for the acquisition of the
Additional Shares came from the proceeds of Southwestern's existing line of
credit facility from a commercial bank.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial 13D is deleted in its entirety and replaced with the
following:
The Reporting Persons purchased shares of the Issuer's Common Stock based
on their belief that such shares at current market prices are undervalued and
represent an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to them, and the
availability of shares of Common Stock at prices that would make the purchase of
additional shares desirable, the Reporting Persons may seek to increase their
ownership of the Issuer's Common Stock through, among other things, the purchase
of additional shares of Common Stock on the open market or in private
transactions.
The Reporting Persons have no present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D. The Reporting Persons intend to review their investment in
the Issuer on a continuing basis and, depending on various factors including,
without limitation, the Issuer's financial position and investment strategy, the
price levels of the Issuer's Common Stock, conditions in the securities markets
and general economic and industry conditions, may in the future take such
actions with respect to its investment in the Issuer as it deems appropriate
including, without limitation, purchasing additional shares of Common Stock or
selling some or all of its Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) and (c) of Item 5 of Amendment No. 2 are deleted in their
entirety and replaced with the following:
As of the close of business on August 7, 2000,
(a) Southwestern holds for its account 1,844,900 shares of the Issuer's
Common Stock, representing 10.8% of the outstanding shares of Common Stock. The
aggregate percentage of the shares of Common Stock owned by Southwestern is
based upon shares of Common Stock outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000.
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Page 6 of 21 Pages
(c) During the past 60 days, the following transactions in the Issuer's
Common Stock were made by Southwestern:
<TABLE>
<CAPTION>
Shares of Common Stock Purchased Price Per Share Date of Purchase
-------------------------------- --------------- ----------------
<S> <C> <C>
15,500 $13.9433 7/25/00
53,500 15.00 7/26/00
</TABLE>
The above purchases were made by Southwestern in open market transactions
effected upon the New York Stock Exchange.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Initial 13D is amended by adding the following new paragraph
after the existing paragraph in the Initial 13D:
Southwestern entered into a standstill agreement with the Issuer on April
1, 2000. In general, this agreement limits Southwestern's ownership to a 19.9%
of the total voting power of the Issuer's equity securities for a term of four
years, prohibits the sale of common stock to any person who after the sale would
own 5% or more of voting power and prohibits Southwestern from initiating any
business combination or change of control with the Issuer without the consent of
the Issuer's Board of Directors. Additionally, Southwestern will vote on all
matters, other than the election of directors, in accordance with the
recommendations of the Issuer's Board.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement dated July 8, 1999 among Southwestern Eagle
L.L.C., James M. Williams, Jr. and H. Hunter White, III.*
2. Amended and Restated Credit Agreement dated as of June 1, 1999 between
Southwestern Eagle L.L.C. and Bank One, Texas National Association, as amended
by First Amendment to Amended and Restated Credit Agreement effective as of June
25, 1999.*
3. Standstill Agreement dated as of April 1, 2000 between Patina Oil &
Gas Corporation and Southwestern Eagle L.L.C.
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* Previously filed
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Page 7 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
SOUTHWESTERN EAGLE L.L.C.
Dated: August 7, 2000 By: /s/ James W. Williams, Jr.
--------------------------------------
Name: James W. Williams, Jr.
Title: Manager
/s/ James W. Williams, Jr.
-----------------------------------------
James W. Williams, Jr.
/s/ H. Hunter White, III
-----------------------------------------
H. Hunter White, III
<PAGE>
Page 8 of 21 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Title Page No.
------- ----- --------
<S> <C> <C>
Exhibit 1 Joint Filing Agreement dated July 8, 1999 among Southwestern *
Eagle L.L.C., James W. Williams, Jr. and H. Hunter White, III
Exhibit 2 Amended and Restated Credit Agreement dated as of June 1, 1999 *
between Southwestern Eagle L.L.C. and Bank One, Texas, National
Association, as amended by First Amendment to Amended and
Restated Credit Agreement effective as of June 25, 1999.
Exhibit 3 Standstill Agreement dated as of April 1, 2000 between Patina 9
Oil & Gas Corporation and Southwestern Eagle L.L.C.
</TABLE>
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* Previously filed
