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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. )*
COSTILLA ENERGY, INC.
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
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(Title of Class of Securities)
22161G103
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(CUSIP Number)
LON C. KILE
3500 WILLIAM D. TATE, SUITE 200
GRAPEVINE, TEXAS 76051
(817) 424-0406
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
ROBERT A. CURRY
CONNER & WINTERS
A PROFESSIONAL CORPORATION
3700 FIRST PLACE TOWER
15 E. 5TH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
FEBRUARY 8, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 (the "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
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PRIZE ENERGY CORP.
75-2766114
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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 (See Instructions)
OO
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5 CHECK 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
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
4,000,000
SHARES ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
4,000,000
REPORTING ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 3
The information contained in this Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.10 per share (the "Common Stock"), of
Costilla Energy, Inc., a Delaware corporation (the "Company"). The address of
the Company's principal executive offices is 400 West Illinois, Suite 1000,
Midland, Texas 79701.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Schedule 13D is being filed by Prize Energy
Corp. (formerly known as Vista Energy Resources, Inc.), a Delaware corporation
("Parent" or the "Reporting Person"). On July 16, 1999, Prize Energy Corp. (now
known as Prize Natural Resources, Inc.), a Delaware corporation ("Old Prize"),
Prize Operating Company, a Delaware corporation and wholly-owned subsidiary of
Old Prize ("POC"), and Prize Energy Resources, L.P., a Delaware limited
partnership of which POC is the sole general partner (the "Partnership"), filed
a Schedule 13D relating to the acquisition by the Partnership of 4,000,000
shares of Common Stock. On February 8, 2000, Old Prize became a wholly-owned
subsidiary of the Reporting Person (as described below). The principal business
and office address of the Reporting Person is 3500 William D. Tate, Suite 200,
Grapevine, Texas 76051. The Reporting Person is an independent oil and gas
company that owns and operates most of its assets through the Partnership, POC
and other entities.
The executive officers of the Reporting Person are Philip B. Smith, Lon
C. Kile and David R. Massengill. Each such executive officer is a United States
citizen whose business address is 3500 William D. Tate, Suite 200, Grapevine,
Texas 76051. Mr. Smith is the Chairman and Chief Executive Officer of Parent.
Mr. Kile is the President and Chief Operating Officer of Parent. Mr. Massengill
is the Vice President of Parent.
The Directors of Parent are Mr. Smith, Mr. Kile, David R. Albin,
Kenneth A. Hersh, Scott D. Sheffield and Mark L. Withrow. Each such Director is
a United States citizen. Mr. Albin and Mr. Hersh are Managing Directors of
Natural Gas Partners (an investment company), whose business address is 777 Main
Street, Suite 2250, Fort Worth, Texas 76102. Mr. Sheffield is President and
Chief Executive Officer, and Mr. Withrow is Executive Vice President and General
Counsel, of Pioneer Natural Resources Company whose business address is 1400
Williams Square West, 5205 N. O'Connor Boulevard, Irving, Texas 75039.
(d) and (e) Neither the Reporting Person nor any of its executive
officers or directors has, during the last five years, been (i) convicted in a
criminal proceeding (excluding traffic violations
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SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 4
or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 8, 2000, a wholly-owned subsidiary of Parent was merged
(the "Merger") with and into Old Prize pursuant to an Agreement and Plan of
Merger dated October 8, 1999, among Parent, Old Prize and such subsidiary (the
"Merger Agreement"). As a result of the Merger, Old Prize became a wholly-owned
subsidiary of Parent and the stockholders of Old Prize received shares of stock
in Parent. At the time of the Merger, the Partnership held, and it continues to
hold, 4,000,000 shares of Common Stock (the "Shares").
The total consideration paid by Parent under the Merger Agreement was
8,291,299 shares of common stock of Parent and 3,984,197 shares of preferred
stock of Parent. None of the consideration was allocated to the Shares.
ITEM 4. PURPOSE OF THE TRANSACTION
The principal purpose of the transaction was to effect a combination of
the assets, properties and businesses of Parent and Old Prize. The acquisition
by Parent of an indirect beneficial interest in the Shares was an insignificant
part of a much larger transaction.
Neither the Reporting Person nor any of its executive officers or
directors has any present plans or proposals which relate to or would result in
(i) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company, (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board, (v) any material change in the present capitalization or
dividend policy of the Company, (vi) any other material change to the Company's
business or corporate structure, (vii) changes in the Company's charter or
bylaws or other actions which may impede the acquisition of control of the
Company by any person, (viii) the Common Stock or any other class of securities
of the Company ceasing to be authorized to be quoted on The Nasdaq Stock Market,
(ix) the Common Stock or any other class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, or (x) any action similar to any of
those enumerated above.
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SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 5
Depending upon future developments and subject to the terms of the Due
Diligence Use Agreement described in Item 6 below, the Reporting Person may, in
its discretion, develop plans at any time or from time to time which could
relate to or result in one or more of such actions or events.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The Reporting Person is the beneficial owner of the Shares,
which represent 28.4% of the outstanding shares of Common Stock. The Reporting
Person has the sole power to vote and dispose of the Shares. No executive
officer or director of the Reporting Person is the beneficial owner of any
shares of Common Stock.
(c) and (d) Neither the Reporting Person nor any of its executive
officers or directors, effected any transactions in the Common Stock during the
past 60 days, and, except as described in Item 6 below, no person is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On May 28, 1999, Old Prize and the Company entered into a certain Due
Diligence Use Agreement (the "Due Diligence Use Agreement"), under which, among
other things, Old Prize made a cash payment to the Company in return for access
to the due diligence data and information developed by the Company relating to
certain oil and gas properties which were ultimately purchased by the
Partnership.
Under the Due Diligence Use Agreement, the Partnership is required (i)
through November 2000, to vote the Shares, on all issues presented to the
holders of the Common Stock, as the Company's Board of Directors states is the
desire of the then existing Board of Directors of the Company; and (ii) to pay
to the Company the proceeds, net of reasonable commissions, derived from the
sale of 1,500,000 of the Shares, with such sales being made at the time, or from
time to time, in the volumes, and in the manner directed by the Company and in
accordance with applicable law.
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SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement and Plan of Merger dated October 8, 1999, among
Vista Energy Resources, Inc. (now named Prize Energy Corp.),
Prize Energy Corp. (now named Prize Natural Resources, Inc.)
and PEC Acquisition Corp.*
Exhibit B - Due Diligence Use Agreement dated May 28, 1999, between Old
Prize and the Company.**
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* Included in the Registration Statement on Form S-4, as amended (File No.
333-92561), of Vista Energy Resources, Inc. (now named Prize Energy Corp.),
initially filed with the Securities and Exchange Commission on December 10,
1999, and incorporated herein by reference.
** Filed with the Securities and Exchange Commission as an Exhibit to the
statement on Schedule 13D of Prize Energy Corp. (now named Prize Natural
Resources, Inc.), Prize Operating Company and Prize Energy Resources, L.P.,
filed on July 16, 1999, and incorporated herein by reference.
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SCHEDULE 13D
CUSIP NO. 22161G103 PAGE 7
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 17, 2000 PRIZE ENERGY CORP.
By: /s/ Lon C. Kile
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Lon C. Kile
President and Chief Operating Officer
