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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 )*
Pease Oil and Gas Company
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(Name of Issuer)
$0.10 Par Value Common Stock
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(Title of Class of Securities)
705019 40 4
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(CUSIP Number)
Willard H. Pease, Jr., P.O. Box 1874, Grand Junction, CO 81502
970-245-5917
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1994, May 16, 1995, and June 16, 1995
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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-l(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.
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*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).
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SCHEDULE 13D
CUSIP No. 705019 40 4
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willard H. Pease, Jr. Social Security No. ###-##-####
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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*
OO
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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. Citizen
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NUMBER OF 7. SOLE VOTING POWER
SHARES 586,736 shares (includes 139,600 shares underlying
BENEFICIALLY presently exercisable options and 26,000
OWNED BY shares underlying a convertible promissory
EACH note)
REPORTING ----------------------------------------------------
PERSON 8. SHARED VOTING POWER
WITH -0-
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9. SOLE DISPOSITIVE POWER
586,736 (includes 139,600 shares underlying
presently exercisable options and 26,000
shares underlying a convertible promissory
note)
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,736 shares
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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
8.1%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D relates to the $0.10 par value
common stock of Pease Oil and Gas Company. The name and address of the
issuer of such securities is:
Pease Oil and Gas Company
751 Horizon Court, Suite 203
Grand Junction, Colorado 81506
Item 2. IDENTITY AND BACKGROUND
Information regarding the Willard H. Pease, Jr., a 1% general partner
and 32.33% limited partner of Pease Family Investments, Ltd., and a
Reporting Person herein:
(a) Name: Willard H. Pease, Jr.
(b) Business Address: 751 Horizon Court, Suite 203
Grand Junction, Colorado 81506
(c) Present Principal
Occupation: President, Chief Executive
Officer and Director of Issuer
(d) Willard H. Pease, Jr. has never been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) During the last five years, Mr. Pease has not been a party to
any civil proceedings before any judicial or administrative body
of competent jurisdiction as a result of which he had been or is
subject to any judgment, decree or final order enjoining any
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship: U.S.A.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 3 is being filed to report changes in the
information contained in the original Schedule 13D and Amendments thereto
resulting from the following transactions:
(i) As previously reported, effective June 11, 1993, the Issuer
acquired, through a subsidiary, Grand Junction Well Services, Inc., from
Willard H. Pease, Jr. In the transaction, the Issuer issued 46,667 shares
of its common stock and a 6% secured convertible promissory note in the
principal amount of $175,000 to Mr. Pease for a total value of $350,000,
the estimated fair market value of the assets and business of Grand
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Junction Well Services, Inc. The promissory note is convertible at the
election of Mr. Pease into 35,000 shares of common stock of the Issuer at
$5.00 per share. The note is payable in three annual principal
installments of $45,000 on October 1, 1994, $65,000 on April 1, 1995, and
$65,000 on April 1, 1996.
On December 31, 1994, the October 1, 1994, $45,000 payment was made
to Mr. Pease. Mr. Pease has elected to defer the payment which was due
April 1, 1995. Accordingly, on December 31, 1994, the amount of shares of
common stock underlying the promissory note was reduced by 9,000 shares to
26,000 shares.
(ii) Effective May 16, 1995, the Issuer cancelled options to
purchase a total of 83,000 shares of common stock which were previously
granted to Mr. Pease. On the same date, options to purchase a total of
99,600 shares were granted to Mr. Pease pursuant to the Issuer's stock
option plan. The options become exercisable on November 16, 1995.
Effective June 16, 1995, options to purchase 40,000 shares were granted to
Mr. Pease pursuant to the Issuer's stock option plan. The options become
exercisable on December 16, 1995. Since all of the stock options held by
Mr. Pease are exercisable within 60 days of the date of this Amendment
No. 3, the securities reported to be held by Mr. Pease herein include
139,600 shares underlying the stock options.
Item 4. PURPOSE OF TRANSACTION
The transactions involving the acquisition or disposition of
securities reported in this Amendment No. 3 are described above in Item 3.
The transactions described above do not involve any plans or proposals
which might be considered to be an extraordinary corporate transaction or
which would result in a material change in the business of the Issuer or
its corporate structure.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Pease owns directly 221,773 shares (3.1% of the Issuer's
outstanding shares), which includes 139,600 shares underlying presently
exercisable options and 26,000 shares underlying a convertible promissory
note. Mr. Pease is deemed to have sole voting and dispositive power of
364,963 shares owned by the affiliates of Mr. Pease. All of the shares
acquired by Mr. Pease as described above were purchased and paid for in
the manner described in Item 3 above.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in the attached Schedule 13D is
true, complete and correct.
Dated: October 17, 1995
/s/Willard H. Pease, Jr.
Willard H. Pease, Jr.
