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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934*
Vista Energy Resources, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
928350 10 7
(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)
October 28, 1998
(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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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. 928350 10 7 SCHEDULE 13D
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
NATURAL GAS PARTNERS III, 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 NATURAL GAS PARTNERS III, L.P. IS A LIMITED PARTNERSHIP
FORMED UNDER THE LAWS OF THE STATE OF DELAWARE
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Number of (7) Sole Voting Power 8,417,569(1)
Shares Bene- -----------------------------------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by -----------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 8,417,569(1)
Reporting -----------------------------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,417,569(1)
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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) 42.3%(2)
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(14) Type of Reporting Person (See Instructions) PN
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(1) As exercised through its sole general partner, Rainwater Energy
Investors, L.P., a Delaware limited partnership, as exercised through
its sole general partner, GFW III, L.L.C.
(2) Based on the 16,373,629 shares of Common Stock outstanding as of
October 28, 1998 (as reported in the Issuer's Registration Statement on
Form S-4, as amended, filed with the Securities and Exchange
Commission) plus the 3,521,841 shares issuable upon exercise of the
Vista Warrants described herein.
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CUSIP NO. 928350 10 7 SCHEDULE 13D
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
RAINWATER ENERGY INVESTORS, 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 RAINWATER ENERGY INVESTORS, L.P. IS A LIMITED PARTNERSHIP FORMED
UNDER THE LAWS OF THE STATE OF DELAWARE
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Number of (7) Sole Voting Power 8,417,569(3)
Shares Bene- -----------------------------------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by -----------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 8,417,569(3)
Reporting -----------------------------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,417,569(3)
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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) 42.3%(4)
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(14) Type of Reporting Person (See Instructions) PN
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(3) As exercised through its sole general partner, GFW III, L.L.C.
(4) Based on the 16,373,629 shares of Common Stock outstanding as of
October 28, 1998 (as reported in the Issuer's Registration Statement on
Form S-4, as amended, filed with the Securities and Exchange
Commission) plus the 3,521,841 shares issuable upon exercise of the
Vista Warrants described herein.
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CUSIP NO. 928350 10 7 SCHEDULE 13D
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
GFW III, 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 III, L.L.C. IS A LIMITED LIABILITY COMPANY FORMED
UNDER THE LAWS OF THE STATE OF DELAWARE
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Number of (7) Sole Voting Power 8,417,569
Shares Bene- -----------------------------------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by -----------------------------------------------------------------------------------
Each (9) Sole Dispositive Power 8,417,569
Reporting -----------------------------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,417,569
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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) 42.3%(5)
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(14) Type of Reporting Person (See Instructions) PN
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(5) Based on the 16,373,629 shares of Common Stock outstanding as of
October 28, 1998 (as reported in the Issuer's Registration Statement on
Form S-4, as amended, filed with the Securities and Exchange
Commission) plus the 3,521,841 shares issuable upon exercise of the
Vista Warrants described herein.
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is
common stock, par value $.01 per share (the "Common Stock"), of Vista Energy
Resources, Inc., a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 550 West Texas Avenue, Suite 700,
Midland, Texas 79701.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Natural Gas Partners III, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of Delaware. The Partnership's
principal business address and office is 777 Main Street, Suite 2250, Fort
Worth, Texas 76102. The principal business of the Partnership is investment in
the North American oil and gas industry.
Rainwater Energy Investors, L.P. ("REI") is a limited partnership
organized under the laws of the State of Delaware which serves as the sole
general partner of the Partnership. REI's principal business address and
business office is 777 Main Street, Suite 2250, Fort Worth, Texas 76102. The
principal business of REI is acting as the general partner of the Partnership.
GFW III, L.L.C. ("GFW III") is a limited liability company organized
under the laws of the State of Delaware which serves as the sole general partner
of REI. GFW III's principal business address and business office is 777 Main
Street, Suite 2250, Fort Worth, Texas 76102. The principal business of GFW III,
L.L.C. is acting as the general partner of REI.
(d) None of the entities identified in this Item 2 has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities identified in this Item 2 has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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.
The Partnership and certain co-investors formerly owned limited
partnership interests (the "Vista Partnership Interests") in Vista Resources
Partners, L.P., a Texas limited partnership ("VRLP") and shares of common stock
(the "GP Common Stock") in Vista Resources I, Inc., a Texas corporation ("VRI"),
which was the sole general partner of VRLP. The Issuer was formed in connection
with the strategic combination of VRLP and Midland Resources, Inc., a Texas
corporation ("Midland"). Pursuant to the Vista Exchange Agreement dated June 15,
1998 among the Issuer and the holders of the Vista Partnership Interests and the
GP Common Stock (the "Exchange Agreement"), at the effective time of the merger
of the Issuer's subsidiary into
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Midland on October 28, 1998, the 36,156 shares of GP Common Stock and 2,986,993
Vista Partnership Interests owned by the Partnership were exchanged for
4,895,728 shares of Common Stock and warrants to purchase an additional
3,521,841 shares of Common Stock (the "Vista Warrants"). The Vista Warrants may
be exercised at any time prior to their expiration on November 1, 2002, to
purchase shares of Common Stock at an exercise price of $4 per share.
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, REI and GFW III 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 Articles
of Incorporation and bylaws of the Issuer, if applicable, and any credit
agreements and indentures to which the Issuer is a party. Except as set forth in
this Item 4, the reporting persons have no present plans or proposals that
relate to or that would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership. The Partnership is the beneficial owner of
8,417,569 shares of Common Stock. Based on the number of shares of Common Stock
issued and outstanding as of October 28, 1998, as contained in the Issuer's most
recently available filing with the Securities and Exchange Commission, the
Partnership is the beneficial owner of approximately 42.3% of the outstanding
shares of Common Stock.
REI. Rainwater Energy Investors, L.P. may, as the sole general partner
of the Partnership, be deemed to be the beneficial owner of all 8,417,569 shares
of Common Stock beneficially owned by the Partnership which constitute
approximately 42.3% of the outstanding shares of Common Stock.
GFW III. GFW III may, as the sole general partner of REI, be deemed to
be the beneficial owner of all 8,417,569 shares of Common Stock beneficially
owned by the Partnership which constitute approximately 42.3% of the outstanding
shares of Common Stock.
(b) The Partnership. Through REI, its general partner, the Partnership
has the sole power (and no shared power) to vote or direct the vote or to
dispose or direct the disposition of 8,417,569 shares of Common Stock.
REI. As the sole general partner of the Partnership, REI has the sole
power (and no shared power) to vote or direct the vote or to dispose or direct
the disposition of 8,417,569 shares of Common Stock.
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GFW III. As the sole general partner of REI, GFW III has the sole power
(and no shared power) to vote or direct the vote or dispose or direct the
disposition of 8,417,569 shares of Common Stock.
(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 person other than the Partnership, REI and GFW III. has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock deemed to be beneficially
owned by them.
(e) It is inapplicable for the purposes herein to state the date on
which the Partnership, REI and GFW III ceased to be the owners of more than 5%
of the shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
The Partnership and the other former owners of Vista Partnership
Interests and GP Common Stock entered into a Registration Rights Agreement with
the Issuer, dated October 28, 1998 pertaining to the resale of shares of Common
Stock owned by such security holders (defined therein as "Registrable Shares").
Pursuant to the Registration Rights Agreement, the holders of more than 50% of
the total Registrable Shares outstanding may, at any time after October 28,
1999, require the Issuer to effect the registration of Registrable Shares on no
more than two occasions by means of a "shelf" registration statement for an
offering to be made on a continuous basis under the Securities Act of 1933, as
amended, subject to certain limitations. In addition, the Registration Rights
Agreement allows the holders of Registrable Shares to include such shares in
certain registrations initiated by the Issuer.
The form of the Registration Rights Agreement was previously filed with
the Securities and Exchange Commission as Exhibit 4.2 to the Issuer's
Registration Statement on Form S-4 (Registration No. 333-58495), as filed on
July 2, 1998, and is incorporated as an exhibit hereto by reference.
Except as described herein or in any exhibit filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
between the Partnership, REI and GFW III or between such entities and any other
person or entity with respect to the shares of Common Stock deemed to be
beneficially owned by the Partnership, REI and GFW III.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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10.1 - Form of Registration Rights Agreement by and among Vista Energy Resources, Inc. and
certain security holders of Vista Resources I, Inc. and Vista Resources Partners,
L.P., filed with the Securities and Exchange
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Commission as Exhibit 4.2 to the Issuer's Registration Statement on Form S-4
(Registration No. 333-58495), as filed on July 2, 1998, and incorporated as an exhibit
hereto by reference.
99.1 - Agreement made pursuant to Rule 13d-1(f)(1)(iii).
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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.
Date: November 6, 1998 NATURAL GAS PARTNERS III, L.P.
By: Rainwater Energy Investors, L.P., its Sole
General Partner
By: GFW III, L.L.C., its Sole General Partner
By: /s/ Kenneth A. Hersh
------------------------------------------
Kenneth A. Hersh, Authorized Member
Date: November 6, 1998 Rainwater Energy Investors, L.P.
By: GFW III, L.L.C., its Sole General Partner
By: /s/ Kenneth A. Hersh
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Kenneth A. Hersh, Authorized Member
Date: November 6, 1998 GFW III, L.L.C.
By: /s/ Kenneth A. Hersh
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Kenneth A. Hersh, Authorized Member
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EXHIBIT INDEX
EXHIBIT NUMBER
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10.1 - Form of Registration Rights Agreement by and among Vista Energy Resources, Inc. and
certain security holders of Vista Resources I, Inc. and Vista Resources Partners,
L.P., filed with the Securities and Exchange Commission as Exhibit 4.2 to the Issuer's
Registration Statement on Form S-4 (Registration No. 333-58495), as filed on July 2,
1998, and incorporated as an exhibit hereto by reference.
99.1 - Agreement made pursuant to Rule 13d-1(f)(1)(iii).
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EXHIBIT 99.1
AGREEMENT MADE PURSUANT TO RULE 13d-1(f)(1)(iii)
JOINT FILING AGREEMENT
The parties hereto agree that pursuant to Rule 13d-1(f)(1)(iii) of
Regulation 13D promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended, the Schedule 13D of which this
Agreement is made an exhibit is filed on behalf of it in the capacity set forth
below.
Date: November 6, 1998 NATURAL GAS PARTNERS III, L.P.
By: Rainwater Energy Investors, L.P., its Sole
General Partner
By: GFW III, L.L.C., its Sole General Partner
By: /s/ Kenneth A. Hersh
------------------------------------------
Kenneth A. Hersh, Authorized Member
Date: November 6, 1998 Rainwater Energy Investors, L.P.
By: GFW III, L.L.C., its Sole General Partner
By: /s/ Kenneth A. Hersh
------------------------------------------
Kenneth A. Hersh, Authorized Member
Date: November 6, 1998 GFW III, L.L.C.
By: /s/ Kenneth A. Hersh
------------------------------------------
Kenneth A. Hersh, Authorized Member
