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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PrimeEnergy Corporation
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
74158E104
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(CUSIP Number)
James F. Gilbert
4015 Holland #101, Dallas, TX 75291 (214) 526-2030
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 1996
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(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 / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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 1 of 5 Pages
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SCHEDULE 13D
CUSIP NO. 74158E104 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthias Eckenstein
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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
Switzerland
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7 SOLE VOTING POWER
NUMBER OF 252,829
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 252,829
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,829
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Page 3 of 5 pages
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $.10 par value, (the
"Common Stock") of PrimeEnergy Corporation, a Delaware corporation
("PrimeEnergy"). The principal executive office of PrimeEnergy is located at
One Landmark Square, Stamford, Connecticut 06901.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Mr. Matthias Eckenstein.
Mr. Eckenstein, who is a citizen of Switzerland, is an investor, architect and
developer. His business address is Solothurner Strasse 94, 4008 Basel,
Switzerland. Mr. Eckenstein is at present a Director of PrimeEnergy, the issuer
of the securities to which this Schedule relates and has held that position
since August, 1989.
Mr. Eckenstein has not, during the past five years, (a) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) 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
further 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 shares of the Common Stock held by Mr. Eckenstein were acquired
utilizing personal funds of Mr. Eckenstein. An aggregate of 138,460 of the
shares held by him were acquired in payment of an outstanding unsecured note in
the principal amount of $415,380 from an individual, Mr. Charles E. Drimal,
Jr., a Director and President of PrimeEnergy.
No borrowed funds were used in connection with the purchase or
acquisition of the shares of the Common stock.
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Page 4 of 5 pages
Item 4. Purpose of Transaction.
The shares of the Common Stock held by Mr. Eckenstein were acquired as
an investment. As noted, Mr. Eckenstein is a Director of PrimeEnergy. Although
Mr. Eckenstein may develop other plans or proposals in the future, at present
he has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the issuer or of any of its subsidiaries; (d) any
change in the present Board of Directors or management of the issuer, including
any plans or proposals to change the number or term of Directors or to fill any
existing vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of the issuer; (f) any other material change
in the issuer's business or corporate structure, including but not limited to,
if the issuer is a closed-end investment company, any plans or proposals to make
any changes in its investment policy for which a vote is required by Section 13
of the Investment Company Act of 1940; (g) changes in the issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person; (h) causing a class of
securities of the issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of equity securities
of the issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
Mr. Eckenstein is the beneficial owner of an aggregate of 252,829
shares of the Common Stock, all of which are held directly and as to all of
which shares Mr. Eckenstein has sole voting and dispositive power. As reported
in PrimeEnergy's Form 10-C for the period ended May 31, 1996, there is
outstanding 4,806,399 shares of the Common Stock, resulting in the beneficial
ownership by Mr. Eckenstein of 5.3% of the outstanding Common Stock at that
date.
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Page 5 of 5 pages
Mr. Eckenstein previously has reported the beneficial ownership of
92,000 shares of the Common Stock held of record by Arctic, Inc., a Panamanian
corporation controlled by Mr. Eckenstein, which shares were transferred
directly to Mr. Eckenstein in May, 1996. With the exception of that transfer,
there have been no transactions by Mr. Eckenstein in the Common Stock in the
past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements or understandings of any kind,
legal or otherwise, between Mr. Eckenstein and any person with respect to any
securities of the issuer. As noted, Mr. Eckenstein is a Director of
PrimeEnergy.
Item 7. Material Required to be Filed as Exhibits.
There are no exhibits filed with this Schedule.
Signature
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.
Dated: June 10, 1996
/s/ Matthias Eckenstein
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Matthias Eckenstein
