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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
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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 1,202,510
Shares Bene- -------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by -------------------------------------------------------
Each (9) Sole Dispositive Power 1,202,510
Reporting -------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,202,510
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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) 10.8%
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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
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 1,202,510
Shares Bene- -------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by -------------------------------------------------------
Each (9) Sole Dispositive Power 1,202,510
Reporting -------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,202,510
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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) 10.8%
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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 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 1,202,510
Shares Bene- -------------------------------------------------------
ficially (8) Shared Voting Power 0
Owned by -------------------------------------------------------
Each (9) Sole Dispositive Power 1,202,510
Reporting -------------------------------------------------------
Person With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,202,510
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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) 10.8%
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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, 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
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 the Company is a party.
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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, REI and GFW III is the beneficial
owner of 1,202,510 shares of the Common Stock which represents 10.8% 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.
Date: February 17, 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: February 17, 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: February 17, 2000 GFW III, L.L.C.
By: /s/ Kenneth A. Hersh
-------------------------
Kenneth A. Hersh, Authorized Member
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EXHIBIT INDEX
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.**
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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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.
Natural Gas Partners III, L.P. GFW III, L.L.C.
By: Rainwater Energy Investors, L.P.,
General Partner
By: GFW III, 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
RAINWATER ENERGY INVESTORS, L.P.
By: GFW III, L.L.C., General Partner
By: /s/ Kenneth A. Hersh
---------------------------------
Kenneth A. Hersh
Authorized Member
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