<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)*
CONTANGO OIL & GAS COMPANY
--------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.04 PER SHARE
--------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
2107-5N-105
(CUSIP NUMBER)
ROBERT SANTISTEVAN, DIRECTOR
SOUTHERN UTE INDIAN TRIBE
D.B.A. SUIT GROWTH FUND
135 EAST 9TH STREET, SUITE H
DURANGO, COLORADO 81301
(970) 375-2199
--------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 24, 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 THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13d-1(e), 13d-1(f) OR 13d-1(g), 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 RULE 13d-7(b) FOR OTHER
PARTIES TO WHOM COPIES ARE TO BE SENT.
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 6 PAGES)
*THE REMAINDER OF THIS 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 2107-5N-105 PAGE 2 OF 6 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southern Ute Indian Tribe, dba SUIT Growth Fund
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [ ]
Not applicable.
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Federally recognized Indian tribe organized under the Indian
Reorganization Act of 1934
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
5,250,000
SHARES
-----------------------------------------------------
8. SHARED VOTING POWER
BY
0
EACH
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING
5,250,000
PERSON WITH
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
00
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 2107-5N-105 PAGE 3 OF 6 PAGES
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $0.04 per share ("Common
Stock"), of Contango Oil & Gas Company (the "Issuer"). The address of the
principal executive office of the Issuer is 3700 Buffalo Speedway, Suite 960,
Houston, Texas 77098.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f)
This Statement is filed on behalf of the Southern Ute Indian Tribe, dba SUIT
Growth Fund (the "Tribe").
The Tribe is a federally recognized Indian tribe organized under the Indian
Reorganization Act of 1934. The Tribe performs various investment activities
under the dba of SUIT Growth Fund. The address of the principal business and
principal office for SUIT Growth Fund is 135 East 9th Street, Suite H, Durango,
Colorado 81301.
The Tribe is governed by a tribal council. The Tribe has appointed a Director to
oversee its SUIT Growth Fund. The members of the tribal council and the Fund's
Director are listed below. The positions held and duties performed by each
person listed below represents such person's principal occupation and
employment. The principal business address for the Tribe and each Tribal Council
member is 116 Capote Drive, Ignacio, Colorado 81137. Each person is a citizen of
the United Sates of America.
TRIBAL COUNCIL MEMBERS AND FUND DIRECTOR
<TABLE>
<S> <C>
John E. Baker, Jr. Chairman
Howard Richards Vice Chairman
Corliss Taylor Treasurer
Pearl Casias Council Member
Vida Peabody Council Member
Byron Frost Sr. Council Member
Dewitt Baker Council Member
Robert Santistevan Director of the Fund
</TABLE>
(d)-(e)
During the last five years, neither the Tribe (dba SUIT Growth Fund) nor, to the
best of its knowledge, any of its respective tribal council members or the
director of its SUIT Growth Fund (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings 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
As of the close of business on June 8, 2000, the Tribe had purchased in the
aggregate 2,500,000 shares of Common Stock (the "Shares") and an option to
purchase an additional 2,500,000 shares of Common Stock at $1.00 per share (the
"Warrant"). The Shares and the Warrant were purchased for an aggregate total
consideration of $2,500,000, which amount was obtained from funds reserved for
investments on
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 2107-5N-105 PAGE 4 OF 6 PAGES
behalf of the Tribe. On August 24, 2000, the Tribe exercised all of the Warrant
for total consideration of $2,500,000, which amount was obtained from funds
reserved for investments on behalf of the Tribe. Also, on August 24, 2000, the
Tribe entered into a Securities Purchase Agreement with Contango to purchase a
Warrant in respect of 250,000 shares of Contango's common stock at $1.00 per
share (the "August 2000 Warrant"). The August 2000 Warrant was issued in
consideration of $10.00 and is exercisable in full until August 24, 2005.
ITEM 4. PURPOSE OF TRANSACTION
The Shares and the August 2000 Warrant described herein were acquired for
investment purposes. Based on continuing evaluation of the Issuer's businesses
and prospects, alternative investment opportunities and all other factors deemed
relevant, additional shares of the Issuer's Common Stock may be acquired in the
open market or in privately negotiated transactions, or some or all of the
shares of the Issuer's Common Stock may be sold. Except as set forth in
elsewhere in this Amended Schedule 13D, the Tribe has made no proposals and have
entered into no agreements which would be related to or would result in any of
the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of
their ongoing review of investment alternatives, the Tribe may consider further
investment opportunities with management or the Board of Directors of the Issuer
or other stockholders of the Issuer.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) As of the date of this Amended Schedule 13D, the Tribe beneficially owns
5,250,000 shares of Common Stock of the Issuer (approximately 22.7% of the
Issuer's shares of Common Stock), 5,000,000 of which are issued and outstanding
and an additional 250,000 of which the Tribe has the right to acquire upon
exercise of the August 2000 Warrant.
(b) Except for the purchases by the Tribe described herein, neither the Tribe
and to the best of its knowledge, none of its respective council members or the
Fund's director has effected transactions involving the Issuer's Common Stock
during the last 60 days.
(c)-(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Issuer and the Tribe entered into a Securities Purchase Agreement in June
2000. The Securities Purchase Agreement provides that the Tribe may transfer its
securities of the Issuer, subject to compliance with the federal and any
applicable state securities laws. The Securities Purchase Agreement, among other
things, provides:
o that the Issuer's Board of Directors shall consist of no more than seven
members and that one member of the Board of Directors of the Issuer may be
elected by the Tribe so long as the Tribe holds five percent or more of the
Issuer's Common Stock;
o that the Tribe also has the right of first refusal to purchase its pro rata
share of the issuance of any capital stock, or rights, options or warrants
to purchase capital stock, of the Issuer; provided, however, that such
right of first refusal does not pertain to capital stock issued pursuant to
the Issuer's stock option plan or existing options, and furthermore, the
right of first refusal expires upon the completion of a public offering of
the Issuer's Common Stock which raises at least $10 million in proceeds;
and
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 2107-5N-105 PAGE 5 OF 6 PAGES
o customary "demand" and "piggyback" registration rights.
In connection with the Securities Purchase Agreement dated August 24, 2000 with
respect to the Warrant to purchase 250,000 shares of the Issuer's common stock,
such agreement, among other things, provides for customary "demand" and
"piggyback" registration rights.
The Issuer has also indicated that it intends to appoint John Jurrius, Financial
Adviser to the Tribes' SUIT Growth Fund, as a board member, although there is no
formal agreement between the parties as to this appointment.
The Issuer and the Tribe entered into the Co-Sale Agreement (as described above)
with respect to shares of Common Stock of the Issuer. The Co-Sale Agreement
provides that the Tribe may also tag-along its shares of Common Stock with
certain sales by the Issuer's president.
Pursuant to the Securities Purchase Agreement, the Tribe received a Warrant to
purchase 2,500,000 shares of the Issuer's Common Stock. The Warrant was
exercised in full on August 24, 2000.
The Issuer and the Tribe also entered into a Participation Agreement dated June
8, 2000. Under the Participation Agreement, the Tribe has the right but not the
obligation to participate, on an acquisition by acquisition basis, in oil and
gas prospects and reserves in which the Issuer acquires an interest. The
interest the Tribe has the right to acquire in such prospects and reserves will
be 18.75% of the interest acquired by the Issuer; however, if the Issuer elects
to acquire less than the full interest that it was entitled to acquire in a
prospect or reserve, then in addition to the Tribe's 18.75% interest, the Tribe
will have the right but not the obligation to acquire all or a part of the
interest that the Issuer had elected not to acquire. The oil and gas prospects
and reserves that are initially expected to be the subject of the Participation
Agreement are those presented to the Issuer under the Agreement dated effective
as of September 1, 1999, between the Issuer and Juneau Exploration, L.L.C.,
which was attached to the Issuer's Form 10-QSB for the quarter ended September
30, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1 -- Securities Purchase Agreement dated as of June 8, 2000 by and
between the Issuer and the Tribe.(1)
Exhibit 2 -- Co-Sale Agreement dated as of June 8, 2000 by and between the
Issuer and the Tribe.(1)
Exhibit 3 -- Option dated as of June 8, 2000.(1)
Exhibit 4 -- Participation Agreement dated as of June 8, 2000 by and between
the Issuer and the Tribe.(1)
Exhibit 5 -- Securities Purchase Agreement Between Contango Oil & Gas Company
and the Southern Ute Indian Tribe dated August 24, 2000,
including form of Warrant.
----------
(1) Filed with Schedule 13D dated June 8, 2000.
SIGNATURE
--------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 2107-5N-105 PAGE 6 OF 6 PAGES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated as of this 11th day of September, 2000.
SOUTHERN UTE INDIAN TRIBE, DBA SUIT GROWTH FUND
By: /s/ Robert Santistevan
--------------------------------------------------------------------------------
Name: Robert Santistevan
Title: Director
