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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
Prize Energy Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74267L106
(CUSIP Number)
Richard L. Covington
125 E. John Carpenter Fwy., Suite 600
Irving, TX 75062
(972) 432-1440
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 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
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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 625,025
Shares Bene- ---------------------------------------------
ficially
Owned by (8) Shared Voting Power 0
Each ---------------------------------------------
Reporting
Person With (9) Sole Dispositive Power 625,025
---------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 625,025
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 4.52%
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(14) Type of Reporting Person (See Instructions) PN
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CUSIP NO. 74267L106 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
--------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization RAINWATER ENERGY INVESTORS, L.P.
IS A LIMITED PARTNERSHIP FORMED
UNDER THE LAWS OF THE STATE OF
DELAWARE
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 625,025(1)
Shares Bene- ---------------------------------------------
ficially
Owned by (8) Shared Voting Power 0
Each ---------------------------------------------
Reporting
Reporting (9) Sole Dispositive Power 625,025(1)
---------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 625,025(1)
--------------------------------------------------------------------------------
(12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13)Percent of Class Represented by Amount in Row (11) 4.52%
--------------------------------------------------------------------------------
(14)Type of Reporting Person (See Instructions) PN
--------------------------------------------------------------------------------
(1) Solely in its capacity as sole general partner of Natural Gas Partners III,
L.P.
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CUSIP NO. 74267L106 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) [ ]
--------------------------------------------------------------------------------
(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) [ ]
--------------------------------------------------------------------------------
(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 625,025(1)
Shares Bene- ---------------------------------------------
ficially
Owned by (8) Shared Voting Power 0
Each ---------------------------------------------
Reporting
Person With (9) Sole Dispositive Power 625,025(1)
---------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 625,025(1)
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 4.52%
--------------------------------------------------------------------------------
(14)Type of Reporting Person (See Instructions) OO
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(1) Solely in its capacity as sole general partner of Rainwater Energy
Investors, L.P. which is the sole general partner of Natural Gas Partners III,
L.P.
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This Amendment No. 3 amends Schedule 13D filed with the Securities and
Exchange Commission on November 6, 1998, as amended on February 17, 2000 and on
April 10, 2000, by Natural Gas Partners III, L.P. ("NGP"), Rainwater Energy
Investors, L.P. ("REI") and GFW III, L.L.C. ("GFW") (collectively, NGP, REI and
GFW are referred to herein as "Reporting Persons"), as follows:
ITEM 1. SECURITY AND ISSUER.
No Modification.
ITEM 2. IDENTITY AND BACKGROUND.
No Modification.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No Modification.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Underwriting Agreement described in Item 6 below, NGP
sold 577,484 shares of Common Stock in an underwritten secondary offering and
has granted to the underwriters an Over-Allotment Option (as described in Item 6
below) on an additional 34,649 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) NGP is the beneficial owner of 625,025 shares of the Common
Stock which represents 4.61% of the outstanding shares of the Common Stock. Each
of REI, in its capacity as the sole general partner of NGP, and GFW, in its
capacity as the sole general partner of REI, is deemed to be an indirect
beneficial owner of the 625,025 shares of the Common Stock beneficially owned by
NGP. NGP which acts through its sole general partner REI, which acts through its
sole general partner GFW, has the sole power to vote and dispose of such 625,025
shares, subject, however, to the Over-Allotment Option (as described in Item 6
below).
(c)On September 26, 2000, NGP sold in an underwritten secondary
offering led by Lehman Brothers Inc., 577,484 shares of Common Stock. The net
proceeds from such sale will be distributed by NGP to its partners. The shares
of Common Stock sold by NGP were registered pursuant to a registration statement
on Form S-1 filed by Prize Energy Corp. with the Securities and Exchange
Commission (File No. 333-44346) on August 23, 2000.
(d)No modification.
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(e)Each of the Reporting Persons ceased to be the beneficial owner of
more than five percent of the Common Stock of Prize Energy Corp. on September
26, 2000.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
In connection with the sale of the 577,484 shares of Common Stock
referred to in Item 5(c), NGP entered into an Underwriting Agreement, dated
September 21, 2000 (the "Underwriting Agreement"), with Lehman Brothers Inc.,
CIBC World Markets Corp. and Petrie Parkman & Co., Prize Energy Corp., Natural
Gas Partners II, L.P., Natural Gas Partners III, L.P., Pioneer Natural Resources
USA, Inc. and certain individuals Executive Selling Stockholders identified
therein. Pursuant to the Underwriting Agreement, NGP granted to the underwriters
a 30-day option to purchase up to 34,649 shares of Common Stock to cover
over-allotments (the "Over-Allotment Option"). In addition, NGP agreed that,
without the prior consent of Lehman Brothers, Inc., it would not sell or
otherwise dispose of any shares of Common Stock (or securities convertible into
or exercisable for Common Stock) for a period of 90 days after the sale of the
Common Stock under the Underwriting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Form of Underwriting Agreement among Lehman Brothers Inc., CIBC
World Markets Corp. and Petrie Parkman & Co., Prize Energy Corp.,
Natural Gas Partners II, L.P., Natural Gas Partners III, L.P.,
Pioneer Natural Resources USA, Inc. and certain individuals
Executive Selling Stockholders identified therein.*
Exhibit B - 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 as Exhibit 1.1 in Amendment No. 2 to Prize Energy Corp.'s
Registration Statement on Form S-1 (File No. 333-44346), filed on
September 20, 2000 with the Securities and Exchange Commission, and
incorporated herein by reference.
** Filed with the Securities and Exchange Commission as Exhibit D to
Amendment No. 1 to the 13D of the Reporting Persons 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.
Date: September 28, 2000 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: September 28, 2000 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: September 28, 2000 GFW III, L.L.C.
By: /s/ Kenneth A. Hersh
--------------------------
Kenneth A. Hersh,
Authorized Member
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EXHIBIT INDEX
Exhibit A - Form of Underwriting Agreement among Lehman Brothers Inc., CIBC
World Markets Corp. and Petrie Parkman & Co., Prize Energy Corp.,
Natural Gas Partners II, L.P., Natural Gas Partners III, L.P.,
Pioneer Natural Resources USA, Inc. and certain individuals
Executive Selling Stockholders identified therein.*
Exhibit B - 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 as Exhibit 1.1 in Amendment No. 2 to Prize Energy Corp.'s
Registration Statement on Form S-1 (File No. 333-44346), filed on
September 20, 2000 with the Securities and Exchange Commission, and
incorporated herein by reference.
** Filed with the Securities and Exchange Commission as Exhibit D to
Amendment No. 1 to the 13D of the Reporting Persons relating to Prize
Energy Corp., filed on February 17, 2000, and incorporated herein by
reference.
