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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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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)
August 31, 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
Charles E. Drimal, Jr.
###-##-####
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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; AF see Item 3.
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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 1,212,706 see Item 5.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,212,706 see Item 5.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,212,706 see Item 5.
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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)
24.5 see Item 5.
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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. 3 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. 3 to Schedule 13D is being filed by Mr. Charles E.
Drimal, Jr. Mr. Drimal is a citizen of the United States whose business address
is One Landmark Square, 11th Floor, Stamford, Connecticut 06901. Mr. Drimal is
at present a Director and President and Chief Executive Officer of PrimeEnergy,
the issuer of the securities to which this Schedule relates and has held those
positions since October, 1987.
Mr. Drimal 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.
An aggregate of 457,506 shares of the Common Stock reported hereunder are
held directly of record; 7,700 shares reported hereunder are held directly of
record as custodian for Mr. Drimal's son; and 747,500 shares reported hereunder
are shares which may be acquired upon exercise of options all presently
exercisable. Of the 457,506 shares now held directly, originally 587,460 shares
were acquired through private joint ventures, partnerships and corporations, all
now terminated, and represented Mr. Drimal's distributable portion of such
shares determined by his beneficial interest, as adjusted, in such entities. A
portion of such 587,460 shares was acquired by Mr. Drimal with an aggregate of
$290,000 borrowed in October, 1987, from an individual, which sum was
subsequently repaid in full in April, 1989, with an aggregate of $415,380
borrowed in April, 1989, from an
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Page 4 of 5 pages
individual, Mr. Matthias Eckenstein, a Director of PrimeEnergy, which amount
was repaid in full in February, 1994, upon the transfer of an aggregate of
138,460 shares to Mr. Eckenstein. Following this transaction and giving effect
to the adjustment of Mr. Drimal's beneficial interest in the private joint
ventures, partnerships and corporations, Mr. Drimal now holds of record 457,506
shares directly. Other than as described herein, all of the shares of
PrimeEnergy held by Mr. Drimal were acquired by him with personal funds.
Item 4. Purpose of Transaction.
The shares of the Common Stock held by Mr. Drimal were acquired as an
investment. As noted, Mr. Drimal is a Director, President and Chief Executive
Officer of PrimeEnergy. Although he may develop other plans or proposals in
the future, at present, Mr. Drimal 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.
Mr. Drimal is the beneficial owner of an aggregate
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Page 5 of 5 pages
of 1,212,706 shares of the Common Stock, which includes 457,506 shares held
directly and 7,700 shares held as custodian for his son, as to all of which
shares he has sole voting and dispositive power, and an aggregate of 747,500
shares subject to options, all presently exercisable. Because of the repurchase
of shares of the Common Stock by PrimeEnergy from time to time during the period
ending August 31, 2000, decreasing the number of shares of the Common Stock
outstanding at that date to 4,197,795, the net beneficial ownership by Mr.
Drimal of the Common Stock has increased to 24.5% of the now outstanding shares,
calculated on Mr. Drimal's beneficial ownership of 1,212,706 shares (assuming
the exercise of his options to acquire 747,500 shares), increasing the number of
issued and outstanding shares to 4,945,295.
There have been no transactions by Mr. Drimal 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. Drimal and any person with respect to any securities
of the issuer. As noted, Mr. Drimal is a principal stockholder, a Director and
Chief Executor Officer 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: September 1, 2000
/s/ Charles E. Drimal, Jr.
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Charles E. Drimal, Jr.
