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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. 3 )
PRIMEENERGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10
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(Title of Class of Securities)
74158E104
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(CUSIP Number)
Michael H. Wehrle Copy to: Sandra M. Murphy, Esquire
McJunkin Corporation Bowles Rice McDavid Graff & Love
P. O. Box 513 P. O. Box 1386
Charleston, WV 25322 Charleston, WV 25325-1386
(304) 348-1804 (304) 347-1100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 1, 2000
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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 filling 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.)
Page 1 of 7 Pages
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CUSIP NO. 74158E104 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 |
| | MCJUNKIN CORPORATION |
| | 55-0229830 |
|---|--------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) [ ] |
| | (b) [ ] |
| | |
| | |
|---|--------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
| | |
| | |
|---|--------------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS |
| | |
| | Not Applicable; SEE ITEM 3 |
| | |
|---|--------------------------------------------------------------------------|
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
| | TO ITEMS 2(d) or 2(E) [ ] |
| | |
|---|--------------------------------------------------------------------------|
| | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | WEST VIRGINIA |
|------------------------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | | 727,221 |
| |---|---------------------------------------------------|
| | | |
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| OWNED | | -0- |
| |---|---------------------------------------------------|
| | | |
| BY EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING PERSON | | 727,221 |
| | | |
| |---|---------------------------------------------------|
| | | |
| WITH |10 | SHARED DISPOSITIVE POWER |
| | | -0- |
| | | |
|------------------------------------------------------------------------------|
| | |
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 727,221 |
|---|--------------------------------------------------------------------------|
| | |
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| | [ ] |
|---|--------------------------------------------------------------------------|
| | |
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 17.32% |
| | |
|---|--------------------------------------------------------------------------|
| | |
|14 | TYPE OF REPORTING PERSON |
| | CO |
| | |
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SCHEDULE 13D
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Page 3 of 7 Pages
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Common Stock, par value $0.10 per shares (the "Shares"), of Prime Energy
Corporation, formerly, K.R.M. Petroleum Corporation, a Delaware corporation
(the "Company"), whose principal executive offices are at One Landmark Square,
Stamford, CT 06901.
Item 2. Identity and Background.
(a)-(c); (f) McJunkin Corporation, a West Virginia corporation
("McJunkin"), is an industrial distributor of pipe, valves and fittings with
investments in oil and gas and real estate. McJunkin's principal executive
offices are located at 835 Hillcrest Road, Charleston, West Virginia 25311.
The name, business address, present principal occupation or employment
(including the name, principal business and address of any corporation or other
organization in which such employment is conducted) and citizenship of each
director and executive officer of McJunkin are set forth in Schedule A to this
statement and are incorporated herein by reference.
(d)-(e) During the last five years, neither McJunkin, nor to McJunkin's
best knowledge, any of the persons listed on Schedule A, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person 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.
The funds used for the original acquisition of 1,127,221 Shares
($2,000,000 paid on September 10, 1984 and $4,000,000-$6,000,000 paid
subsequently) were obtained from McJunkin's lines of credit with banks. McJunkin
utilized credit available under lines of credit with the following banks: Morgan
Guaranty Trust Company, Chase Manhattan Bank, Pittsburgh National Bank,
Charleston National Bank, North Carolina National Bank, Canadian Imperial Bank
of Commerce, Bank of Dunbar and National Bank of Commerce. It was impossible to
attribute the funds borrowed
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Page 4 of 7 Pages
to purchase the Shares to any particular line of credit as McJunkin draws down
funds for general corporate purposes under several lines of credit each day.
In Amendment No. 1, a disposition of 400,000 shares was reported.
Item 4. Purpose of Transaction.
The original purpose of the purchase of 1,127,221 Shares by McJunkin on
September 10, 1984 was to acquire an equity position in the Company which could
have permitted McJunkin to control the Company. After the original purchase of
the Shares McJunkin was in a position to make a determination as to whether to
acquire all or a portion of the remaining equity interest in the Company.
McJunkin's determination to acquire all or a portion of the remaining equity
interest in the Company was to be based upon various factors including, but not
limited to, developments with respect to the business of the Company and with
respect to McJunkin's business, other business opportunities available to
McJunkin, general economic conditions and money and stock market conditions.
In addition, depending on market conditions and other factors, McJunkin
could have made additional acquisitions of Shares by means of transactions in
the over-the-counter market or in private transactions, if appropriate
opportunities to do so had become available.
Since the time of the original purchase in 1984, McJunkin has not
acquired additional Shares. A 1996 transaction reported in Amendment No. 1
involved disposition of 400,000 Shares.
This Amendment No. 3 is filed solely to report a change in McJunkin's
ownership position from 16.19% to 17.32% due to a decrease in the Company's
issued and outstanding to 4,197,795 shares.
McJunkin does not have any present plans or proposals which relate to or
would result in: (i) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the Company; (vi) any
other material change in the Company's business or corporate structure; (vii)
changes in the Company's charter, by-laws, or other instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of the
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Page 5 of 7 Pages
Company 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; (ix) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) McJunkin presently owns 727,221 shares (17.32%). McJunkin
owned 1,127,221 Shares (49.99% of the Shares outstanding on September 10, 1984).
Michael Wehrle owns 18,000 Shares.
(b) Each of McJunkin Corporation and the individual named above has
the sole power to vote and dispose of the Shares owned by such person or entity.
(c) On May 31, 1996, McJunkin Corporation sold 400,000 Shares to
the Company. On September 10, 1984, McJunkin Corporation purchased 1,127,221
Shares from Callahan Mining Corporation, an Arizona corporation ("Callahan"),
for an aggregate purchase price of $8,000,000, subject to reduction to no less
than $6,000,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than Exhibit 2 hereto, there are no contracts, arrangements,
understandings or relationships among McJunkin and the persons named in Schedule
A hereto and any other person with respect to any securities of the Company.
Exhibit 2 consists of the Stock Purchase and Option Agreement, dated as of
October 7, 1987, between KRM Petroleum Corporation and The American Energy Group
which contains an agreement relating to representatives designated by McJunkin
Corporation to be nominated for as candidates for the Company's board of
directors. Pursuant to this agreement, 2,900,000 Shares were sold to The
American Energy Group and KRM Petroleum Corporation (now PrimeEnergy
Corporation) agreed to use its best efforts to cause two (2) persons designated
by McJunkin Corporation to be nominated and elected to its board of directors
for as long as McJunkin Corporation owns 10% or more of the Shares.
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Page 6 of 7 Pages
Item 7. Material to be Filed as Exhibits.
2. Stock Purchase and Option Agreement, dated as of October 7,
1987, between KRM Petroleum Corporation and The American Energy Group is
incorporated by reference to Exhibit 2 to Amendment No. 1 to Schedule 13D filed
by McJunkin on June 10, 1996.
SIGNATURE TO AMENDMENT NO. 3 TO SCHEDULE 13D
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: September 1, 2000.
McJUNKIN CORPORATION
By /s/ MICHAEL H. WEHRLE
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Michael H. Wehrle
Its Senior Vice President
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Page 7 of 7 Pages
SCHEDULE A
<TABLE>
<S> <C>
Executive Officers Board of Directors
McJunkin Corporation McJunkin Corporation
835 Hillcrest Drive
Charleston, WV 25311
H. B. Wehrle, III H. B. Wehrle, Jr.
President and CEO Chairman of the Board-McJunkin
1622 Loudon Heights 1237 Upper Ridgeway Road
Charleston, WV 25314 Charleston, WV 25314
Michael H. Wehrle Martha G. Wehrle
Senior Vice President and CFO Member Board of Directors - McJunkin
334 South Pointe Drive 1440 Loudon Heights Road
Charleston, WV 25314 Charleston, WV 25314
Stephen D. Wehrle Frank E. Briber, Jr.
Senior Vice President Retired - Allis Chalmers
15 Grosscup Road Three Green Winged Teal Road
Charleston, WV 25314 Amelia Island, FL 32034
E. Gaines Wehrle George C. Kern, Jr.
Senior Vice President Retired - Sullivan & Cromwell
1440 Loudon Heights Road 830 Park Avenue
Charleston, WV 25314 New York, NY 10021
H. B. Wehrle, Jr. Russell L. Isaacs
Chairman of the Board Wheat First Securities
1237 Upper Ridgeway Road 1500 One Valley Square
Charleston, WV 25314 Charleston, WV 25301
D. Bruce Merriheld, Jr.
Merriheld Consulting Group
P.O. Box 2585
Chapel Hill, NC 27515
W. Martson Becker
Hales & Company
Goodwin Square
225 Asylum St.
17th Floor
Hartford, CT 06183
</TABLE>
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INDEX TO EXHIBITS
No. Exhibit
(2) Stock Purchase and Option Agreement dated October 7, 1987,
between K.R.M. Petroleum Corporation and The American Energy
Group. (Incorporated by reference to Exhibit 2 to Amendment
No. 1 to Schedule 13D filed by McJunkin on June 10, 1996.)
