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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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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 75219 (214) 526-2030
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(Name, Address and Telephone Number of Person
Authorization to Receive Notices and Communications)
February 29, 2000
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(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)
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
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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
Clint Hurt
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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
U.S.
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7 SOLE VOTING POWER
NUMBER OF 266,269
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 266,269
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,269
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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)
6.14
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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 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. Clint Hurt. Mr.
Hurt, a citizen of the United States, is a private investor and is engaged in
the oil and gas business for his own account. His business address is P.O. Box
1973, Midland, Texas 79702-1973. Mr. Hurt is at present a Director of
PrimeEnergy, the issuer of the securities to which this Schedule relates, and
has held that position since February, 1988.
Mr. Hurt 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 266,269 shares of the Common Stock reported hereunder are held of
record by Clint Hurt & Associates, a Texas corporation ("Associates"), and were
acquired as an allocation of the beneficial interest of Associates in a joint
venture terminated in 1990. Mr. Hurt, as a Director, President and principal
stockholder of Associates, controls Associates, and may be deemed the beneficial
owner of these shares. No borrowed funds were used by Mr. Hurt or Associates in
connection with the acquisition of these shares of the Common Stock. No shares
were bought or sold in connection with the transactions reported hereunder. See
Item 5. hereof.
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Page 4 of 5 pages
Item 4. Purpose of Transaction.
The shares of the Common Stock held by Mr. Hurt were acquired as an
investment. As noted, Mr. Hurt is a Director of PrimeEnergy. Although he may
develop other plans or proposals in the future, at present, Mr. Hurt 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.
Associates is the record owner of 266,269 shares of the Common Stock, and
as noted above, Mr. Hurt is a Director, President and principal stockholder of
Associates, and may be deemed to exercise sole voting, investment and
dispositive power with respect to these shares, and the beneficial owner
thereof. All of the shares of the Common Stock owned of record by Associates and
beneficially by Mr. Hurt, were acquired more than two years prior to the date of
this Agreement No. 2 to Schedule 13D. Because of the repurchase of shares of the
Common Stock by PrimeEnergy from time to time during the period ending February
29, 2000, decreasing the number of shares of the Common Stock outstanding at
that date to 4,335,197, the net beneficial ownership by Mr. Hurt of the Common
Stock has increased to 6.14% of the now outstanding shares of the Common Stock.
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Page 5 of 5 pages
There have been no transactions by Mr. Hurt or Associates 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. Hurt or Associates and any person with respect to any
securities of the issuer. As noted, Mr. Hurt is a stockholder and a Director of
PrimeEnergy and a Director, President and principal stockholder of Associates.
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: March 3, 2000
/s/ CLINT HURT
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Clint Hurt
