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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. )*
Saratoga Resources, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
803520 105
-----------------------------------
(CUSIP Number)
James F. Gilbert
PrimeEnergy Corporation
4015 Holland #101, Dallas, Texas 75219 (203) 526-2030
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 15, 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).
(Continued on following page(s))
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 803520 105 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PrimeEnergy Corporation
84-0637348
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
n/a (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
n/a See response to Item 5. hereof
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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
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF 5,434,732 See response to Item 5. hereof
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,434,732 See response to Item 5. hereof
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,434,732 See response to Item 5. hereof
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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)
80.8
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 7 pages
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $.001 par value, (the
"Common Stock") of Saratoga Resources, Inc., a Delaware corporation ("Saratoga
Delaware").
The principal executive office of Saratoga Delaware is located at 1155
Dairy Ashford, Suite 600, Houston, Texas 77079.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of PrimeEnergy Corporation, a
Delaware corporation ("PrimeEnergy"). PrimeEnergy is engaged generally in the
exploration, development and production of oil and gas properties. The
principal business address and principal office of PrimeEnergy is One Landmark
Square, 11th Floor, Stamford, Connecticut 06901.
The Directors and executive officers of PrimeEnergy and certain
information with respect to such persons are as follows:
Name, Office, Citizenship Principal
and Business Address Occupation
- ------------------------- ----------
Charles E. Drimal, Jr. President and
Director and President Chief Executive
United States Officer of
One Landmark Square PrimeEnergy
Stamford, CT 06901
Beverly A. Cummings Executive Vice
Director and Executive President and
Vice President Chief Financial
United States Officer of
One Landmark Square PrimeEnergy
Stamford, CT 06901
Bennie H. Wallace Vice President
Director and Vice President PrimeEnergy
United States
One Landmark Square
Stamford, CT 06901
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Page 4 of 7 pages
James F. Gilbert Attorney
Secretary
United States
4015 Holland #101
Dallas, TX 75219
Samuel R. Campbell Private Investor
Director
United States
Meadowmere Lane
Southampton, NY 11968
Charles E. Drimal, Sr. Private Investor
Director
United States
261 Madison Ave., 4th Fl.
New York, NY 10016-2303
Matthias Eckenstein Architect and
Director Developer
Switzerland
Solothurnerstrasse 94
CH-4008 Basel
Switzerland
H. Gifford Fong Investment
Director Technology
United States Consultant
100 Pringle Avenue, Suite 630
Walnut Creek, CA 94596
Thomas S. T. Gimbel Senior Vice
Director President,
United States PaineWebber,
123 Ave. of the Americas, 14th Fl. Incorporated,
New York, NY 10019 Investment Bankers
Clint Hurt President, Clint
Director Hurt & Associates,
United States Inc., private oil
107 North "N" and gas company
Midland, TX 79701
Robert de Rothschild Private Investor
Director
France
1251 Ave. of the Americas, 51st Fl.
New York, NY 10020
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Page 5 of 7 pages
Jarvis J. Slade Merchant Banker
Director and Consultant
United States
666 3rd Ave., Suite 3002
New York, NY 10017
Jan K. Smeets Private Investor
Director
Netherlands
One Landmark Square
Stamford, CT 06901
Gaines Wehrle Senior Vice
Director President,
United States McJunkin
835 Hillcrest Drive Corporation
Charlestown, WV 25311 Distributor of
Pipes, Valves and
Fittings
Michael H. Wehrle Senior Vice
Director President and
United States Chief Financial
835 Hillcrest Drive Officer, McJunkin
Charlestown, WV 25311 Corporation,
Distributor of
Pipes, Valves and
Fittings
None of PrimeEnergy or any of the above listed Directors and officers of
PrimeEnergy has during the past five years (a) been convicted in a criminal
proceeding (excluding, with respect to such named individuals, 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 or, prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
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Page 6 of 7 pages
Item 3. Source of Funds.
No securities of the issuer have been purchased by PrimeEnergy. See
response to Item 5. hereof.
Item 4. Purpose of Transaction.
See response to Item 5. hereof. It is the intention of PrimeEnergy to
exercise the proxy and voting rights described in Item 5. hereof in favor of
ratifying and confirming the sale of assets to PrimeEnergy by Saratoga Delaware
described below.
Item 5. Interest in Securities of the Issuer.
PrimeEnergy purchased certain of the oil and gas properties and other
assets of Saratoga Delaware from the lender of Saratoga Delaware, and with the
consent of Saratoga Delaware, which transactions were deemed to be completed on
May 15, 1996, upon funding of the purchase. It is anticipated that Saratoga
Delaware will hold a meeting of its stockholders to ratify and confirm the sale
of such assets and the transactions relating thereto, subject to compliance
with the rules and regulations of the Securities and Exchange Commission
relating to proxy and information statements, as applicable, and applicable
provisions of the General Corporation Law of the State of Delaware. In
connection with such meeting, the principal stockholders of Saratoga Delaware,
Messrs. Joseph T. Kaminski, Thomas F. Cooke and Randall F. Dryer, have granted
to PrimeEnergy an irrevocable proxy with respect to all shares of the Common
Stock held of record by them, being an aggregate of 5,434,732 shares of the
Common Stock, or 80.8 percent of the outstanding shares, to vote such shares at
any such stockholders' meeting for the sole and only purpose of ratifying and
confirming such transactions and for no other purpose. Such irrevocable proxy is
contained in that certain Proxy/Stockholders' Agreement, by and between
PrimeEnergy and such principal stockholders and is filed herewith as Exhibit (3)
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements or understandings between PrimeEnergy
and any person with respect to any securities of the issuer, other than with
respect to the proxy described in Item 5. above.
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Page 7 of 7 pages
Item 7. Material to be Filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit No. Exhibit
(3) Proxy/Stockholders' Agreement dated May 7, 1996, by
and between PrimeEnergy Corporation and Randall F.
Dryer, et al
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.
PrimeEnergy Corporation
By: /s/ Charles E. Drimal, Jr.
--------------------------
Charles E. Drimal, Jr.
President
Dated: May 23, 1996
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Index to Exhibits
Exhibit No. Exhibit
(3) Proxy/Stockholders' Agreement dated May 7, 1996, by
and between PrimeEnergy Corporation and Randall F.
Dryer, et al
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PROXY/STOCKHOLDERS' AGREEMENT
This Proxy/Stockholders' Agreement (hereinafter called this
"Agreement") is made and entered into as of this ______ day of May, 1996, by
and between PrimeEnergy Corporation, a Delaware corporation (hereinafter called
"PrimeEnergy"), and Randall F. Dryer ("Dryer"), Thomas F. Cooke ("Cooke"), and
Joseph T. Kaminski, ("Kaminski;" Dryer, Cooke and Kaminski are sometimes
hereinafter individually and collectively called "Stockholder"), with respect
to the following circumstances:
1. Stockholders, Saratoga Resources, Inc., a Texas corporation
(hereinafter called "Saratoga Texas"), Lobo Operating, Inc. ("LOI") and Lobo
Energy, Inc. ("LEI;" Saratoga Texas, LOI, and LEI are hereinafter individually
and collectively called "Assignors") and Internationale Nederlanden (U.S.)
Capital Corporation ("ING") have entered into that certain Compromise and
Settlement Agreement (the "Settlement Agreement") of even date herewith,
whereby, among other things, Assignors have agreed to convey and transfer the
"Interests," as that term is defined in the Assignment, Conveyance and Bill of
Sale (the "Conveyance") effectuating such agreement, to PrimeEnergy.
2. Each Assignor is a wholly-owned subsidiary of Saratoga
Resources, Inc., a Delaware corporation ("Saratoga Delaware"), and each
Stockholder owns shares of the issued and outstanding common and capital stock
of Saratoga Delaware (hereinafter individually and collectively called the
"Saratoga Stock"); and
3. The execution of this Agreement by each Stockholder is a
condition precedent to PrimeEnergy's agreement to consummate the purchase of
the Interests from ING, and Stockholders desire that the transactions
contemplated by the Settlement Agreement and each other document, conveyance,
agreement and other instrument executed and delivered of even date herewith in
connection with, in any manner required by or a condition to, the Settlement
Agreement (hereinafter called the "Transaction Documents") be consummated.
(a) For and in consideration of the foregoing premises,
the terms and provisions hereinafter contained, and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
each Stockholder, individually, agrees that such Stockholder, in his capacity
as a stockholder of Saratoga Stock and in each corporate capacity (whether as
an officer, director, employee or otherwise) of each Assignor and Saratoga
Delaware, and in any and all other capacities, agrees that such Stockholder
will not undertake or perform any action (individually; acting in any capacity;
or through any other person or entity) to undermine, rescind or otherwise
challenge the validity, performance and/or enforceability of the Settlement
Agreement, the Conveyance and/or any of the Transaction Documents.
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(b) The Stockholders each agree that they will cause
Saratoga Delaware to cause a meeting of stockholders of Saratoga Delaware to be
called and held as soon as is practicable (subject to compliance with rules and
regulations of the Securities and Exchange Commission relating to proxy and
information statements, as applicable, and applicable provisions of the General
Corporation Law of the State of Delaware) for the purpose of ratifying and
confirming the Settlement Agreement and all of the transactions contemplated
therein (including the ultimate acquisition of the Interests by PrimeEnergy).
PrimeEnergy acknowledges that it is requiring that this Agreement to be entered
into in an abundance of caution on the part of its counsel and that the
Stockholders do not believe that such approval is necessary or required for the
Settlement Agreement or any of the transactions contemplated therein to be
valid and binding. The Stockholders each hereby grant PrimeEnergy an
irrevocable proxy, coupled with an interest, to vote each of the shares held of
record by such stockholder at such a meeting (and only a shareholders meeting)
for the sole purpose of ratifying and confirming such transactions at such
meeting and for no other purpose. The Stockholders agree that they have not,
and will not, grant any other proxy or do any other thing that would in any
manner conflict with or otherwise prejudice PrimeEnergy from utilizing such
proxy.
Section 1. Notices. All communications required or permitted
under this Agreement shall be in writing and any communication or delivery
hereunder shall be deemed to have been duly made if actually delivered, or if
mailed by registered or certified mail, postage prepaid, addressed as set forth
below, shall be deemed to have been duly made on the date received. Either
party may, by written notice so delivered to the other, change the address to
which delivery shall thereafter be made.
(a) Notices to Stockholders:
Saratoga Resources, Inc.
1155 Dairy Ashford, Suite 600
Houston, Texas 77079
Attention: Thomas F. Cooke, Chairman
(b) Notices to PrimeEnergy:
PrimeEnergy Corporation
1 Landmark Square, 11th Floor
Stamford, Connecticut 06901
Attn: Charles E. Drimal, Jr., President
Section 2. Binding Effect. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. PrimeEnergy may assign all or any portion of its
rights or obligations under this Agreement without Stockholder's prior written
consent thereto.
2
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Section 3. Counterparts. This Agreement may be executed in any
number of counterparts, which taken together shall constitute one and the same
instrument and each of which shall be considered an original for all purposes.
Section 4. Expenses; Attorneys' Fees. Except as otherwise
provided in this Agreement, each party hereto will bear and pay its own
expenses of negotiating and consummating the transactions contemplated by this
Agreement. The prevailing party in any lawsuit or litigation concerning the
construction or interpretation of this Agreement or the breach by the other
party of any provision of this Agreement shall be entitled to such party's
reasonable attorneys' fees and court costs.
Section 5. Headings. The headings contained in this Agreement
are for convenient reference only and shall not in any way affect the meaning
or interpretation of this Agreement.
Section 6. Superseding Effect. This Agreement supersedes any
prior agreement and understanding between the parties with respect to the
subject matter of this Agreement.
Section 7. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas applicable to
contracts made and performed entirely therein.
Section 8. Waivers. No party's rights under this Agreement
will be deemed waived except by a writing signed by such party. Without
limitation, the occurrence of the Closing shall not be deemed a waiver of any
party's rights except its right to refuse to close.
Section 9. Announcements. Stockholder and PrimeEnergy shall
consult with each other with regard to all press releases and other
announcements issued on or prior to the Closing Date concerning this Agreement
or the transactions contemplated by this Agreement, and, except as may be
required by applicable laws or the applicable rules and regulations of any
governmental body or stock exchange, neither PrimeEnergy nor Stockholder shall
issue any such press release or other publicity without the prior written
consent of the other party.
Section 10. Partial Invalidity. In the event any provision of
this Agreement is determined to be invalid or unenforceable, then the remainder
of this Agreement shall not be affected thereby.
3
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"PRIMEENERGY"
PRIMEENERGY CORPORATION
By:
-----------------------------------
Charles E. Drimal, Jr.,
President
"STOCKHOLDER"
---------------------------------------
Joseph T. Kaminski
---------------------------------------
Thomas F. Cooke
---------------------------------------
Randall F. Dryer
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