SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934*
Edge Petroleum Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
279862 10 6
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(CUSIP Number)
John E. Calaway
2409 Commerce Street
Houston, Texas 77003
(713) 236-9840
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 24, 1998
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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(b)(3) or (4), check the following box [].
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 should 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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<PAGE>
CUSIP No. 279862 10 6
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
John E. Calaway
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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
OO
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(5) Check if Disclosure of legal procedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power 147,725 Shares
Shares Bene- ________________________________________________________
ficially (8) Shared Voting Power 166,920 Shares
Owned by ________________________________________________________
Each Report- (9) Sole Dispositive Power 147,725 Shares
ing Person ________________________________________________________
With (10) Shared Dispositive Power 96,920 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
314,645 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
4.0%
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(14) Type of Reporting Person (See Instructions) IN
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<PAGE>
CUSIP No. 279862 10 6
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Calaway Oil and Gas Corporation
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check if Disclosure 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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Number of (7) Sole Voting Power 0 Shares
Shares Bene- ________________________________________________________
ficially (8) Shared Voting Power 166,920 Shares
Owned by ________________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person ________________________________________________________
With (10) Shared Dispositive Power 96,920 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
166,920 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
2.1%
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(14) Type of Reporting Person (See Instructions) CO
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<PAGE>
CUSIP No. 279862 10 6
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Calaway Partners
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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
OO
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(5) Check if Disclosure of legal procedings 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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Number of (7) Sole Voting Power 0 Shares
Shares Bene- ________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by ________________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person ________________________________________________________
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
-0-
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(14) Type of Reporting Person (See Instructions) PN
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<PAGE>
CUSIP No. 279862 10 6
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Nell G. Calaway
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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
OO
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(5) Check if Disclosure of legal procedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power 0 Shares
Shares Bene- ________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by ________________________________________________________
Each Report- (9) Sole Dispositive Power 70,000 Shares
ing Person ________________________________________________________
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
70,000 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
1.0%
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(14) Type of Reporting Person (See Instructions) IN
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<PAGE>
Amendment No. 4 to Schedule 13D
John E. Calaway ("Mr. Calaway"), Nell G. Calaway ("Ms.
Calaway"), Calaway Oil and Gas Corporation, a Texas corporation ("COGC"), and
Calaway Partners, a Texas general partnership ("CP" and collectively with Mr.
Calaway, Ms. Calaway and COGC, the "Calaway Parties"), hereby amend and
supplement their statement on Schedule 13D as originally filed by the Calaway
Parties on March 13, 1997 and amended by Amendment No. 1 dated July 31, 1997,
Amendment No. 2 dated September 10, 1997 and Amendment No. 3 dated May 8, 1998
(as so amended, the "Original Statement"), with respect to the Common Stock, par
value $.01 per share (the "Common Stock"), of Edge Petroleum Corporation, a
Delaware corporation (the "Company"). Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Original Statement.
Item 2. Identity and Background
Item 2 of the Original Statement is hereby amended and supplemented as
follows: Mr. Calaway resigned from his position as Chairman of the Board and
Chief Executive Officer of the Company in November 1998. Mr. Calaway's principal
occupation and employment is as an artist and private investor. The residence
address of Mr. Calaway and the address of the principal business of each of COGC
and CP is 2409 Commerce Street, Houston, Texas 77003. The residence address of
Ms. Calaway is 2350 Bluebonnet, Houston, Texas 77030.
Item 4. Purpose of Transaction
Item 4 of the Original Statement is hereby amended and supplemented as
follows: Mr. Calaway's Transactions.
Separation Agreement (November 1998). In connection with his resignation as
Chairman of the Board and Chief Executive Officer of the Company, effective
November 16, 1998, Mr. Calaway and the Company entered into a separation
agreement (the "Separation Agreement"), a copy of which has been filed as
Exhibit I hereto. The Separation Agreement provided for, among other things, the
vesting of Mr. Calaway's unvested stock options for the purchase of 106,916
shares of Common Stock and the vesting of 106,916 shares of unvested restricted
stock, as well as the forfeiture of 13,365 shares of unvested restricted stock.
The Separation Agreement also provided for a mutual release of claims under the
Employment Agreement.
February 1999 Sales. Mr. Calaway sold an aggregate of 95,401 shares of
Common Stock in February 1999 as follows. Effective February 11, 1999, Mr.
Calaway sold 2,000 shares of Common Stock. Effective February 22, 1999, Mr.
Calaway sold 30,600 shares of Common Stock. Effective February 23, 1999, Mr.
Calaway sold 1,700 shares of Common Stock. Effective February 24, 1999, Mr.
Calaway sold 6,200 shares of Common Stock. Effective February 25, 1999, Mr.
Calaway sold 43,800 shares of Common Stock. Effective February 26, 1999, Mr.
Calaway sold 11,101 shares of Common Stock.
March 1999 Sales. Mr. Calaway sold an aggregate of 10,800 shares of Common
Stock in March 1999 as follows. Effective March 25, 1999, Mr. Calaway sold 8,800
shares of Common Stock. Effective March 26, 1999, Mr. Calaway sold 2,000 shares
of Common Stock.
COGC's Transactions.
July 1998 Sale. Effective July 17, 1998, COGC exchanged 2,824 shares of
Common Stock for personal property consisting of works of art.
August 1998 Sales. COGC sold an aggregate of 42,400 shares of Common Stock
in August 1998 as follows. Effective August 18, 1998, COGC sold 8,100 shares of
Common Stock. Effective August 19, 1998, COGC sold 1,900 shares of Common Stock.
Effective August 20, 1998, COGC sold 1,200 shares of Common Stock. Effective
August 21, 1998, COGC sold 8,800 shares of Common Stock. Effective August 21,
1998, COGC sold 12,000 shares of Common Stock. Effective August 21, 1998, COGC
sold 4,000 shares of Common Stock. Effective August 24, 1998, COGC sold 6,400
shares of Common Stock.
November 1998 Sales. COGC sold an aggregate of 11,000 shares of Common
Stock in November 1998 as follows. Effective November 20, 1998, COGC sold 500
shares of Common Stock. Effective November 23, 1998, COGC sold 1,500 shares of
Common Stock. Effective November 24, 1998, COGC sold 4,000 shares of Common
Stock. Effective November 25, 1998, COGC sold 2,000 shares of Common Stock.
Effective November 27, 1998, COGC sold 2,000 shares of Common Stock. Effective
November 30, 1998, COGC sold 1,000 shares of Common Stock
December 1998 Sales. COGC sold an aggregate of 10,100 shares of Common
Stock in December 1998 as follows. Effective December 18, 1998, COGC sold 2,500
shares of Common Stock. Effective December 21, 1998, COGC sold 2,600 shares of
Common Stock. Effective December 24, 1998, COGC sold 5,000 shares of Common
Stock.
January 1999 Sales. COGC sold an aggregate of 150,700 shares of Common
Stock in January 1999 as follows. Effective January 8, 1999, COGC sold 5,000
shares of Common Stock. Effective January 11, 1999, COGC sold 23,900 shares of
Common Stock. Effective January 20, 1999, COGC sold 45,000 shares of Common
Stock. Effective January 20, 1999, COGC sold 5,000 shares of Common Stock.
Effective January 28, 1999, COGC sold 71,500 shares of Common Stock. Effective
January 29, 1999, COGC sold 300 shares of Common Stock.
February 1999 Sales. COGC sold 1,000 shares of Common Stock effective
February 1, 1999.
CP's Transactions. The descriptions below relate to shares sold by CP, a
general partnership, at the direction of Ms. Calaway, a general partner of CP.
The proceeds from such sales are for the benefit of Ms Calaway. Mr. Calaway, a
general partner of CP did not direct the disposition of these shares and will
not receive any proceeds from the sale thereof.
May 1998 Sales. Effective May 14, 1998, CP sold 4,000 shares of Common
Stock. November 1998 Sales. Effective November 3, 1998, CP sold 9,604 shares of
Common Stock. Following all actions described in this Item, Mr. Calaway, COGC
and CP held directly 14,080, 96,920 and 70,000 shares of Common Stock,
respectively.
Other.
Mr. Calaway and COGC expect that they may dispose of additional
shares in the open market in the near future. Each of the Calaway Parties may
also seek to take any other action described in the Original Statement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended and supplemented as
follows: Effective May 14, 1998, CP sold 4,000 shares of Common Stock. Effective
July 17, 1998, COGC exchanged 2,824 shares of Common Stock for personal
property. In August 1998, COGC sold an aggregate of 42,400 shares of Common
Stock. The Separation Agreement effective November 16, 1998, provides for the
vesting of Mr. Calaway's unvested stock options for the purchase of 106,916
shares of Common Stock and the vesting of 106,916 shares of unvested restricted
stock, as well as the forfeiture of 13,365 shares of unvested restricted stock.
Mr. Calaway, COGC and CP effected sales of shares of Common Stock by open market
sale effected on the Nasdaq National Market in November through April 30, 1999;
the date of the sale, the selling Calaway Party, the number of shares and the
price such sale was effected at are set forth below:
Calaway Number of
Date Party Shares Price Per Share
- ------- ------- --------- ---------------
11/03/98 CP 9,604 $9.88
11/20/98 COGC 500 $8.00
11/23/98 COGC 1,500 $8.00
11/24/98 COGC 4,000 $8.25
11/25/98 COGC 2,000 $8.00
11/27/98 COGC 2,000 $8.00
11/30/98 COGC 1,000 $7.75
12/18/98 COGC 2,500 $5.13
12/21/98 COGC 2,600 $5.38
12/24/98 COGC 5,000 $5.00
01/08/99 COGC 5,000 $4.25
01/11/99 COGC 23,900 $4.25
01/20/99 COGC 45,000 $4.31
01/20/99 COGC 5,000 $4.25
01/28/99 COGC 71,500 $4.72
01/29/99 COGC 300 $4.69
02/01/99 COGC 1,000 $4.69
02/11/99 Mr. Calaway 2,000 $5.50
02/22/99 Mr. Calaway 100 $4.81
02/22/99 Mr. Calaway 10,600 $4.69
02/22/99 Mr. Calaway 19,900 $4.75
02/23/99 Mr. Calaway 1,700 $4.25
02/24/99 Mr. Calaway 5,200 $4.25
02/24/99 Mr. Calaway 1,000 $4.31
02/25/99 Mr. Calaway 30,000 $4.38
02/25/99 Mr. Calaway 13,800 $4.25
02/26/99 Mr. Calaway 11,101 $4.38
03/25/99 Mr. Calaway 8,800 $5.00
03/26/99 Mr. Calaway 2,000 $5.13
As of April 30, 1999, Mr. Calaway beneficially owned an aggregate of
314,645 shares of Common Stock (approximately 4.0% of the 7,772,032 shares
outstanding, determined by reference to the approximately 7,772,032 shares of
Common Stock the Company reported outstanding in its most recently filed Annual
Report on Form 10-K). Such beneficial ownership also includes 133,645 shares
underlying stock options (as described below). Mr. Calaway and COGC disclaim
beneficial ownership of the shares of Common Stock held by CP, and Ms. Calaway
disclaims beneficial ownership of the shares of Common Stock held by CP, COGC
and Mr. Calaway, and nothing herein shall be deemed an admission that a group
exists.
As described in the Original Statement, the Company on March 3, 1997
granted options for 133,645 shares of Common Stock to Mr. Calaway pursuant to
the Company's Incentive Plan. Such options were originally exercisable in
cumulative annual increments of one-fifth of the total number of shares of
Common Stock subject thereto, beginning on the anniversary date of grant, at a
purchase price of $16.50 per share and expire ten years from the date of their
issuance. On March 3, 1998, options for the purchase of 26,729 of such shares
became exercisable. Pursuant to the terms of the Separation Agreement, the
balance of the options for the purchase of 106,916 shares of Common Stock became
exercisable in connection with Mr. Calaway's resignation. As of April 30, 1999,
Mr. Calaway may be deemed to be the beneficial owner of all 133,645 of such
shares purchasable pursuant to stock options.
On February 22, 1999, the Calaway Parties ceased to be the beneficial owner
of more than five percent of the class securities.
Except as set forth in this Amendment, to the best of each of the Calaway
Parties' knowledge, none of the Calaway Parties have effected any transaction in
Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In connection with his resignation as Chairman of the Board and Chief
Executive Officer of the Company, effective November 16, 1998, Mr. Calaway and
the Company entered into the Separation Agreement, a copy of which has been
filed as Exhibit I hereto. The Separation Agreement provided for, among other
things, the vesting of Mr. Calaway's unvested stock options for the purchase of
106,916 shares of Common Stock and the vesting of 106,916 shares of unvested
restricted stock, as well as the forfeiture of 13,365 shares of unvested
restricted stock. The Separation Agreement also provided for a mutual release of
claims under the Employment Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit I Separation Agreement effective November
16, 1998 between Mr. Calaway and the Company
(Incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998
(Registration No.
0-22149)).
<PAGE>
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Date: April 30, 1999.
By: /s/ John E. Calaway
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John E. Calaway
CALAWAY OIL AND GAS CORPORATION
By: /s/ John E. Calaway
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John E. Calaway
President and Secretary
CALAWAY PARTNERS, by CALAWAY OIL AND
GAS CORPORATION, its general partner
By: /s/ John E. Calaway
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John E. Calaway
President and Secretary
By: /s/ Nell G. Calaway
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Nell G. Calaway
