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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. 5)
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)
MAY 31, 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
CUSIP NO. 22161G103 PAGE 2 OF 7 PAGES
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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
Texas
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7 SOLE VOTING POWER
NUMBER OF
SHARES 2,510,460
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 60,000
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,510,460
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10 SHARED DISPOSITIVE POWER
60,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,570,460
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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)
18.2%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
<PAGE> 3
This Amendment No. 5 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 filed
by the Reporting Person on November 3, 1998, by Amendment No. 3 ("Amendment No.
3") to Schedule 13D filed by the Reporting Person on January 8, 1999, and by
Amendment No. 4 to Schedule 13D filed by the Reporting Person on May 19, 1999
("Amendment No. 4") (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. 4
(see Item 5 hereof).
The Reporting Person previously made joint filings of the Original 13D
with Mr. Michael J. Grella ("Grella") and Mr. Henry G. Musselman ("Musselman")
for convenience of factual references. While the Reporting Person had
relationships with Grella and Musselman described in the Original 13D partially
because of their participation in executive management of the Company, the
existence of a "group" was never affirmed. The Reporting Person expressly
disclaims the existence of a "group" with respect to his ownership of Common
Stock, whether with Grella or Musselman or any other party.
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 May 31, 1999, the Reporting Person beneficially owned
2,570,460 shares of Common Stock constituting 18.2% 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
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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 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>
Name Transaction Date Number of Shares Price per Share
- ---- ----------- ---- ---------------- ---------------
<S> <C> <C> <C> <C>
Liedtke Sale 04/16/99 1,850 1.191
Liedtke Sale 04/16/99 500 1.198
Liedtke Sale 04/16/99 150 1.222
Liedtke Sale 04/16/99 1,300 1 5/16
Liedtke Sale 04/16/99 700 1.314
Liedtke Sale 04/16/99 500 1.317
Liedtke Sale 04/19/99 2,500 .953
Liedtke Sale 04/20/99 6,000 .5156
Liedtke Sale 04/21/99 15,000 .476
Liedtke Sale 04/22/99 15,000 .476
Liedtke Sale 04/23/99 5,000 .477
Liedtke Sale 04/26/99 2,500 .478
Liedtke Sale 04/27/99 6,000 .4613
Liedtke Sale 04/28/99 25,000 .4457
Liedtke Sale 04/30/99 12,500 .4457
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
</TABLE>
page 4 of 7
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<TABLE>
<S> <C> <C> <C> <C>
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
</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
page 5 of 7
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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.
page 6 of 7
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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.
May 31, 1999 /s/ CADELL S. LIEDTKE
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Date Cadell S. Liedtke
page 7 of 7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<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.
