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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
Prize Energy Corp.
(formerly known as Vista Energy Resources, Inc.)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74267L106
(CUSIP Number)
Richard L. Covington
777 Main Street, Suite 2250
Fort Worth, TX 76102
(817) 338-9235
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2000
(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 the 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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CUSIP NO. 74267L106 SCHEDULE 13D
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
NATURAL GAS PARTNERS II, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [ ]
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(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization NATURAL GAS PARTNERS II, L.P.
IS A LIMITED PARTNERSHIP FORMED
UNDER THE LAWS OF THE STATE OF
DELAWARE
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(7) Sole Voting Power 879,818
Number of --------------------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------
Each
Reporting (9) Sole Dispositive Power 879,818
Person With --------------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 879,818
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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) 8.0%
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(14) Type of Reporting Person (See Instructions) PN
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CUSIP NO. 74267L106 SCHEDULE 13D
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
G.F.W. ENERGY II, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
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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 G.F.W. ENERGY II, L.P. IS A
LIMITED PARTNERSHIP FORMED UNDER
THE LAWS OF THE STATE OF
DELAWARE
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(7) Sole Voting Power 879,818
Number of --------------------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------
Each
Reporting (9) Sole Dispositive Power 879,818
Person With --------------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 879,818
- -------------------------------------------------------------------------------
(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) 8.0%
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(14) Type of Reporting Person (See Instructions) PN
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CUSIP NO. 74267L106 SCHEDULE 13D
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
GFW II, L.L.C.
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
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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 GFW II, L.L.C. IS A LIMITED
LIABILITY COMPANY FORMED UNDER
THE LAWS OF THE STATE OF
DELAWARE
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(7) Sole Voting Power 879,818
Number of --------------------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by --------------------------------------------------------
Each
Reporting (9) Sole Dispositive Power 879,818
Person With --------------------------------------------------------
(10) Shared Dispositive Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 879,818
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 8.0%
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(14) Type of Reporting Person (See Instructions) OO
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The Schedule 13D filed by the reporting persons with the Securities and
Exchange Commission on November 6, 1998, is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock"), of
Prize Energy Corp. (formerly known as Vista Energy Resources, Inc.), a Delaware
corporation (the "Company"). The Company is an independent oil and gas company
focused on the acquisition, enhancement and exploitation of producing oil and
gas properties. The address of the Company's principal executive offices is 3500
William D. Tate, Suite 200, Grapevine, Texas 76051.
ITEM 2. IDENTITY AND BACKGROUND.
No Modification.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 8, 2000, a wholly-owned subsidiary of the Company was
merged (the "Merger") with and into Prize Natural Resources, Inc. (formerly
known as Prize Energy Corp.), a Delaware corporation ("Old Prize"), pursuant to
an Agreement and Plan of Merger dated October 8, 1999, among the Company, Old
Prize and such subsidiary (the "Merger Agreement").
As a result of the Merger and the related transactions, Old Prize
became a wholly-owned subsidiary of the Company, the Company changed its name
from Vista Energy Resources, Inc. to Prize Energy Corp., the Company effectuated
a one-for-seven reverse stock split of all issued and outstanding shares and the
stockholders of Old Prize received shares of stock in the Company constituting
84% of the voting shares of the Company. The Partnership was a stockholder of
the Company at the time of the Merger.
The issuance of shares of Company stock in the Merger was registered
under the Securities Act of 1933, as amended (the "Securities Act"), on a
Registration Statement on Form S-4 (file number 333-92561) which became
effective on January 13, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership acquired the securities herein reported for investment
purposes. Depending on market conditions, general economic conditions, and other
factors that each may deem significant to its respective investment decisions,
the Partnership, GFW Energy II and GFW II may purchase shares of Common Stock in
the open market or in private transactions or may dispose of all or a portion of
the shares of Common Stock that they or any of them may hereafter acquire,
provided that such purchases and sales are otherwise made in compliance with the
Certificate of Incorporation and bylaws of the Company, if applicable, the
Voting and Shareholders Agreement (described below) and any credit agreements
and indentures to which
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the Company is a party. Except as set forth in this Item 4, the reporting
persons have no present plans, proposals or intention which relate to or would
result in (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries; (d) 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 (except that the board will be expanded to
include two or three "independent directors" in order to satisfy requirements of
the Securities and Exchange Commission and the American Stock Exchange); (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change to the Company's business or corporate structure
(other than the possible consolidation or other reorganization of the Company's
subsidiaries); (g) changes in the Company's charter or bylaws or other actions
which may impede the acquisition of control of the Company by any person; (h)
the Common Stock or any other class of securities of the Company to be delisted
from the American Stock Exchange; (i) 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, as amended; or (j) any action similar to any of those enumerated above.
As described in Item 6 below, the Partnership is party to a Voting and
Shareholders Agreement relating to the voting of shares of Common Stock. None of
the reporting persons is bound to increase or decrease its holdings of Common
Stock. Depending upon future developments, the reporting persons may, in their
discretion, develop plans at any time or from time to time which could relate to
or result in one or more of the actions or events described above. The reporting
persons reserve the right to act with respect to their holdings as they deem in
their own best interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Each of the Partnership, GFW Energy II and GFW II is the
beneficial owner of 879,818 shares of the Common Stock which represent 8.0% of
the outstanding shares of the Common Stock. Each such reporting person has the
sole power to vote and dispose of such shares.
(c) Except as otherwise described herein or in any exhibit filed
herewith, none of the persons named in response to paragraph (a) above has
effected any transactions in shares of Common Stock during the past 60 days.
(d) No other 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 described in this Item 5 (the "Shares").
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Partnership is a party to a Voting and Shareholders Agreement dated
February 8, 2000, among the Company and the holders of a majority of the voting
securities of the Company (including all of the former stockholders of Old
Prize), under which the Shares are subject to certain covenants as to the voting
of the Shares (the "Shareholders Agreement").
The parties to the Shareholders Agreement have agreed to vote their
shares of Common Stock for the election of: (i) one director designated by
management of the Company; (ii) three directors designated by Natural Gas
Partners V, L.P.; and (iii) two directors designated by Pioneer Natural
Resources USA, Inc. ("Pioneer"). However, on the date on which Pioneer no longer
owns at least 60% of the shares of the Company's convertible preferred stock
initially issued to it in the Merger, or the equivalent number of shares of the
Common Stock obtained upon conversion, Pioneer shall have the right to designate
only one director and Natural Gas Partners V, L.P. shall have the right to
designate four directors.
The provisions of the Shareholders Agreement regarding election of
directors terminate on the earlier to occur of June 29, 2009, or the date on
which Pioneer no longer owns shares of the Common Stock and shares of the
Company's convertible preferred stock that constitute, on an as converted basis,
at least 16.7% of the Common Stock outstanding.
Reference is made to the full text of the Shareholders Agreement which
is filed as an exhibit to this Schedule 13D and incorporated herein.
The Partnership is also a party to an Amended and Restated
Registration Rights Agreement dated February 8, 2000, among the Company and the
holders of a majority of the voting securities of the Company (including all of
the former stockholders of Old Prize), under which the Partnership has certain
rights with respect to the registration of the Shares under the Securities Act.
Reference is made to the full text of the Amended and Restated Registration
Rights Agreement which is filed as an exhibit to this Schedule 13D and
incorporated herein.
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 - Voting and Shareholders Agreement dated as of February 8, 2000,
among Prize Energy Corp. (formerly known as Vista Energy Resources,
Inc.) and all of the former stockholders of Prize Natural
Resources, Inc. (formerly known as Prize Energy Corp.), including
Natural Gas Partners II, L.P.**
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Exhibit C - Amended and Restated Registration Rights Agreement dated as of
February 8, 2000, among Prize Energy Corp. (formerly known as Vista
Energy Resources, Inc.), all of the former stockholders of Prize
Natural Resources, Inc. (formerly known as Prize Energy Corp.),
including Natural Gas Partners II, L.P., and certain other
stockholders of Prize Energy Corp.**
Exhibit D - Joint Filing Agreement, dated as of February 17, 2000, by and among
the reporting persons (pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934).
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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 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 Lon C. Kile relating to Prize Energy Corp.,
filed on February 17, 2000, and incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
<TABLE>
<S> <C>
Date: February 17, 2000 NATURAL GAS PARTNERS II, L.P.
By: G.F.W. Energy II, L.P., its Sole
General Partner
By: GFW II, L.L.C., its Sole General
Partner
By: /s/ Kenneth A. Hersh
-----------------------------------
Kenneth A. Hersh, Authorized Member
Date: February 17, 2000 G.F.W. Energy II, L.P.
By: GFW II, L.L.C., its Sole General
Partner
By: /s/ Kenneth A. Hersh
-----------------------------------
Kenneth A. Hersh, Authorized Member
Date: February 17, 2000 GFW II, L.L.C.
By: /s/ Kenneth A. Hersh
-----------------------------------
Kenneth A. Hersh, Authorized Member
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
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 - Voting and Shareholders Agreement dated as of February 8, 2000,
among Prize Energy Corp. (formerly known as Vista Energy Resources,
Inc.) and all of the former stockholders of Prize Natural Resources,
Inc. (formerly known as Prize Energy Corp.), including Natural Gas
Partners V, L.P.**
Exhibit C - Amended and Restated Registration Rights Agreement dated as of
February 8, 2000, among Prize Energy Corp. (formerly known as Vista
Energy Resources, Inc.), all of the former stockholders of Prize
Natural Resources, Inc. (formerly known as Prize Energy Corp.),
including Natural Gas Partners V, L.P., and certain other
stockholders of Prize Energy Corp.**
Exhibit D - Joint Filing Agreement, dated as of February 17, 2000, by and among
the reporting persons (pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934).
</TABLE>
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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 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 Lon C. Kile relating to Prize Energy Corp.,
filed on February 17, 2000, and incorporated herein by reference.
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EXHIBIT D
AGREEMENT MADE PURSUANT TO RULE 13d-1(f)(1)(iii)
JOINT FILING AGREEMENT
This Joint Filing Agreement (this "Agreement") is made and entered into
as of the 17th day of February, 2000, by and among the undersigned parties.
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock of Prize Energy Corp., a Delaware corporation, and
further agree that this Agreement be included as an exhibit to such joint filing
(including amendments thereto). Each of the persons named below acknowledges
that the information contained in the statement on Schedule 13D (including
amendments thereto) respecting such person is complete and accurate in all
material respects and that such person does not know and has no reason to
believe that the information respecting any other person named below is
inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
<TABLE>
<S> <C>
Natural Gas Partners II, L.P. GFW II, L.L.C.
By: GFW Energy II, L.P., General Partner
By: GFW II, L.L.C., General Partner
By: /s/ Kenneth A. Hersh
------------------------
Kenneth A. Hersh
By: /s/ Kenneth A. Hersh Authorized Member
-----------------------------------
Kenneth A. Hersh
Authorized Member
G.F.W. ENERGY II, L.P.
By: GFW II, L.L.C., General Partner
By: /s/ Kenneth A. Hersh
-----------------------------------
Kenneth A. Hersh
Authorized Member
</TABLE>
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