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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. 6)
COSTILLA ENERGY, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
22161G103
(CUSIP Number)
CADELL S. LIEDTKE
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 683-3092
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 30, 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 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 beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
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.
*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
<TABLE>
CUSIP No. 22161G103 Page 2 of 6 Pages
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<S> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cadell S. Liedtke
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,142,460
OWNED BY -------- -------------------------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 60,000
WITH -------- -------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,142,460
-------- -------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
60,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,202,460
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14 TYPE OF REPORTING PERSON*
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 6 to Schedule 13D (this "Amendment") is being filed
by Cadell S. Liedtke (the "Reporting Person") to reflect a change in the
beneficial ownership of the Reporting Person of the Common Stock, $0.10 par
value (the "Common Stock"), of Costilla Energy, Inc. (the "Company") from such
beneficial ownership reflected in the Schedule 13D filed by the Reporting
Person on October 18, 1996, as amended by Amendment No. 1 to Schedule 13D filed
by the Reporting Person on November 15, 1996, by Amendment No. 2 to Schedule
13D ("Amendment No. 2") filed by the Reporting Person on November 3, 1998, by
Amendment No. 3 to Schedule 13D filed by the Reporting Person on January 8,
1999, by Amendment No. 4 to Schedule 13D filed by the Reporting Person on May
19, 1999, and by Amendment No. 5 to Schedule 13D filed by the Reporting Person
on June 10, 1999 ("Amendment No. 5") (collectively, the "Original 13D").
The changes in the percentage of beneficial ownership reported herein
are the result of shares beneficially owned by the Reporting Person which have
been involuntarily sold pursuant to financing arrangements since Amendment No.
5 (see Item 5 hereof).
Only those items of Schedule 13D, or portions thereof, being amended
are included in this Amendment. Except as expressly amended and modified by
this Amendment, the Original 13D remains unchanged and in full force and
effect.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of June 30, 1999, the Reporting Person beneficially owned
2,202,460 shares of Common Stock constituting 15.6% of the total issued and
outstanding shares of Common Stock (14,101,580 shares).
(b) The Reporting Person has the sole power to vote or to direct the
vote and the sole power to dispose or direct the disposition of all of the
shares of Common Stock attributed to the Reporting Person in paragraph (a) of
this Item 5, except for 60,000 shares held by the Liedtke Foundation (as
hereinafter defined). The Reporting Person is a director of the Liedtke
Foundation and shares voting and dispositive power over the shares of Common
Stock owned by the Liedtke Foundation with the other directors of the Liedtke
Foundation.
(c) The Reporting Person financed certain purchases of shares of
Common Stock under a brokerage account arrangement that the Reporting Person
has with Prudential Securities Incorporated ("Prudential") pursuant to a
Command Account Margin Agreement (the "Account Agreement"). The Marion and
Cadell S. Liedtke Family Charitable Foundation (the "Liedtke Foundation"),
through which the Reporting Person beneficially owns shares, has also entered
into an Account Agreement with Prudential. The form of Account Agreement
entered into between Prudential and the Reporting Person and the Liedtke
Foundation is substantially similar in all material respects (other than the
name of the accountholder, the date of execution, and other details), and a
copy of the form of the Account Agreement was attached as an exhibit to
Amendment No. 2 and is incorporated herein by reference for a description of
the terms of the financing arrangements pursuant to which the Reporting Person
has borrowed funds for the purchases of Common Stock. To further secure
borrowings under the Account Agreement of the
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Reporting Person, the Reporting Person has entered into a Pledge Agreement with
Prudential whereby the Reporting Person has pledged certain of the shares of
Common Stock owned by the Reporting Person. A copy of the form of Pledge
Agreement was attached as an exhibit to Amendment No. 2 and is incorporated
herein by reference for a description of the terms of the pledge of shares of
Common Stock by the Reporting Person, which include the right to sell shares
under certain circumstances.
The Reporting Person has effected the following transactions
in shares of Common Stock during the sixty (60) days prior to the signature
date hereof, each of which is an involuntary sale transaction effected by
Prudential pursuant to the financing arrangements described above. Each of
these sales was transacted through a broker on the public market.
<TABLE>
<CAPTION>
Transaction
Name Type Date Number of Shares Price per Share
- ---- ----------- -------- ---------------- ---------------
<S> <C> <C> <C> <C>
Liedtke Sale 05/03/99 5,000 15/32
Liedtke Sale 05/05/99 2,500 .4155
Liedtke Sale 05/06/99 25,000 .43
Liedtke Sale 05/07/99 2,500 .353
Liedtke Sale 05/10/99 5,000 .3872
Liedtke Sale 05/11/99 7,500 .2985
Liedtke Sale 05/12/99 5,000 .358
Liedtke Sale 05/14/99 6,000 .358
Liedtke Sale 05/17/99 6,000 .3277
Liedtke Sale 05/18/99 10,000 .2042
Liedtke Sale 05/19/99 25,000 .2087
Liedtke Sale 05/20/99 10,000 .3882
Liedtke Sale 05/20/99 15,000 .3423
Liedtke Sale 05/20/99 8,000 .357
Liedtke Sale 05/21/99 5,000 .477
Liedtke Sale 05/21/99 10,000 .6292
Liedtke Sale 05/21/99 20,000 .473
Liedtke Sale 05/27/99 3,000 .358
Liedtke Sale 05/27/99 7,000 .3455
Liedtke Sale 05/28/99 28,600 .3016
Liedtke Sale 06/01/99 15,000 .2975
Liedtke Sale 06/02/99 3,000 .2945
Liedtke Sale 06/03/99 15,000 .2713
Liedtke Sale 06/08/99 40,000 .2887
Liedtke Sale 06/09/99 5,000 .2682
Liedtke Sale 06/10/99 21,000 .2682
Liedtke Sale 06/11/99 10,000 .2682
Liedtke Sale 06/14/99 20,000 .2394
Liedtke Sale 06/15/99 60,000 .238
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Liedtke Sale 06/16/99 60,000 .238
Liedtke Sale 06/17/99 10,000 .239
Liedtke Sale 06/18/99 20,000 .2087
Liedtke Sale 06/21/99 25,000 .2087
Liedtke Sale 06/22/99 7,000 .1941
Liedtke Sale 06/23/99 7,000 .1795
Liedtke Sale 06/28/99 10,000 .12
Liedtke Sale 06/30/99 40,000 .119
</TABLE>
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See Item 5 for a description of the contracts and arrangements of the
Reporting Person with Prudential and with the Liedtke Foundation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*7.1 Form of Command Account Margin Agreement with Prudential
Securities Incorporated (filed as Exhibit 7.1 to
the Amendment No. 2).
**7.2 Command Account Margin Agreements between Cadell S. Liedtke
and Prudential Securities Incorporated dated November 6, 1996
and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.5 Command Account Margin Agreement between Marion and Cadell S.
Liedtke Family Charitable Foundation and Prudential
Securities Incorporated dated August 13, 1997 (substantially
similar in all material respects to Exhibit 7.1 other than
the name of the accountholder and the date of the Agreement).
*7.8 Form of Pledge Agreement between the Reporting Person and
Prudential Securities Incorporated (filed as Exhibit 7.8 to
the Amendment No. 2).
**7.9 Pledge Agreement between Cadell S. Liedtke and Prudential
Securities Incorporated dated March 24, 1998, pledging
2,227,560 shares of Common Stock (substantially similar in
all material respects to Exhibit 7.8 other than the name of
the pledgor, the date of the Agreement and the number of
shares being pledged).
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*Previously filed as indicated.
**Not filed.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
June 30, 1999 /s/ CADELL S. LIEDTKE
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Date Cadell S. Liedtke
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
*7.1 Form of Command Account Margin Agreement with Prudential
Securities Incorporated (filed as Exhibit 7.1 to the
Amendment No. 2).
**7.2 Command Account Margin Agreements between Cadell S. Liedtke
and Prudential Securities Incorporated dated November 6, 1996
and April 10, 1997 (substantially similar in all material
respects to Exhibit 7.1 other than the name of the
accountholder and the date of the Agreement).
**7.5 Command Account Margin Agreement between Marion and Cadell S.
Liedtke Family Charitable Foundation and Prudential
Securities Incorporated dated August 13, 1997 (substantially
similar in all material respects to Exhibit 7.1 other than
the name of the accountholder and the date of the Agreement).
*7.8 Form of Pledge Agreement between the Reporting Person and
Prudential Securities Incorporated (filed as Exhibit 7.8 to
the Amendment No. 2).
**7.9 Pledge Agreement between Cadell S. Liedtke and Prudential
Securities Incorporated dated March 24, 1998, pledging
2,227,560 shares of Common Stock (substantially similar in
all material respects to Exhibit 7.8 other than the name of
the pledgor, the date of the Agreement and the number of
shares being pledged).
</TABLE>
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*Previously filed as indicated.
**Not filed.
