<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PrimeEnergy Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
74158E104
- --------------------------------------------------------------------------------
(CUSIP Number)
James F. Gilbert
4015 Holland #101, Dallas, TX 75219 (214) 526-2030
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorization to Receive Notices and Communications)
December 1, 1997
--------------------------------------------------
(Date of Event which Requires Notices 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 [ ]. (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 5 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 74158E104 PAGE 2 OF 5 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jan K. Smeets
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 301,232 see Item 5.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 301,232 see Item 5.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,232 see Item 5.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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.
<PAGE> 3
Page 3 of 5 pages
Item 1. Security and Issuer.
This Amendment No. 2 to 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 Amendment No. 2 to Schedule 13D is being filed by Mr. Jan K. Smeets.
Mr. Smeets is a citizen of the Netherlands and is a resident of the United
States whose business address is One Landmark Square, 11th Floor, Stamford,
Connecticut 06901. Mr. Smeets is a private investor and is at present a
Director of PrimeEnergy, the issuer of the securities to which this Schedule
relates and has held such office since February, 1988.
Mr. Smeets 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.
293,732 shares of the Common Stock reported hereunder are held of record
and beneficially by Jan K. Smeets and were distributed to Mr. Smeets in August,
1997, in a partial liquidation of Batavia Holdings, Inc., ("Batavia"), a
private corporation of which Mr. Smeets is the sole stockholder, director and
president. Batavia acquired such shares as an allocation of its beneficial
interest of a joint venture terminated in 1990. 7,500 shares of the Common
Stock reported hereunder are held of record by Mr. Smeets as Trustee under the
Uniform Gifts to Minors Act for the benefit of his three minor children, and
were acquired by Mr. Smeets in May, 1995.
No borrowed funds were used by Mr. Smeets or Batavia in connection with
the acquisition of the shares of the Common Stock.
<PAGE> 4
Page 4 of 5 pages
Item 4. Purpose of Transaction.
The shares of the Common Stock held by Mr. Smeets were acquired as an
investment. As noted, Mr. Smeets is a Director of PrimeEnergy. Although he
may develop other plans or proposals in the future, at present, Mr. Smeets has
no plans or proposals at present 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.
Jan K. Smeets is the record and beneficial owner of 293,732 shares of
the Common Stock. He is the record owner of 7,500 shares of the Common Stock as
Trustee for his three minor children under the Uniform Gifts to Minors Act. Mr.
Smeets may be deemed to exercise sole voting, investment and dispositive powers
with respect to the aggregate of 301,232 shares of the Common Stock. An
Amendment No. 1 to Schedule 13D was previously filed by Mr. Smeets in July,
1996, at which time the beneficial ownership of Mr. Smeets was 5.5% of the then
outstanding shares of the Common Stock. The beneficial ownership of Mr. Smeets
of the Common Stock has increased to 6.5% by reason of the repurchase of shares
of the Common Stock by PrimeEnergy as treasury shares at various times during
the period ending December 1, 1997, decreasing the number of outstanding shares
of the Common Stock at that date to 4,619,309. There have been no transactions
in the Common Stock by Mr. Smeets in the past sixty days.
<PAGE> 5
Page 5 of 5 pages
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. Smeets and any person with respect to any securities
of the issuer. As noted, Mr. Smeets 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: December 4, 1997
/s/ Jan K. Smeets
-----------------------------------
Jan K. Smeets
