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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. 4)*
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., 751 Horizon Court, Suite 203
Grand Junction, CO 81506 (970) 245-5917
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 1995, March 9, 1996, and July 11, 1996
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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.
*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).
Page 1 of 4 pages
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SCHEDULE 13D
CUSIP No. 705109 40 4 Page 2 of 4 pages
1. NAME OF REPORTING PERSON S.S. or
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willard H. Pease, Jr.
SSN: ###-##-####
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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*
N/A
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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
Colorado
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NUMBER OF 7. SOLE VOTING POWER
SHARES 762,136 shares (includes 148,500 shares underlying
BENEFICIALLY presently exercisable options, 101,500 shares
OWNED BY underlying presently exercisable warrants, and
EACH 86,000 shares underlying two convertible
REPORTING promissory notes)
PERSON ----------------------------------------------------
WITH
8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
762,136 shares (includes 148,500 shares underlying
presently exercisable options, 101,500 shares
underlying presently exercisable warrants, and
86,000 shares underlying two convertible
promissory notes)
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
762,136 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
10.1%
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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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment No. 4 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 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.
Also as previously reported, on December 31, 1994, the October 1, 1994
$45,000 payment was made to Mr. Pease. Mr. Pease 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.
On October 1, 1995, the promissory note was amended so that the remaining
two installment payments of $65,000 each have been extended to October 1, 1997,
and October 1, 1998, respectively.
(ii) On March 9, 1996, the Board of Directors of the Issuer agreed to
change an existing $60,000 promissory note held by Mr. Pease into a convertible
promissory note. The promissory note is convertible into 60,000 shares of common
stock.
(iii) On March 9, 1996, the Board of Directors of the Issuer granted to Mr.
Pease in exchange for services a warrant to purchase 101,500 shares of common
stock. The warrant is immediately exercisable.
(iv) On March 9, 1996, the Board of Directors of the Issuer issued to Mr.
Pease 5,000 shares of common stock in lieu of cash for services. The 5,000
shares were valued at $1.00 per share.
(v) On March 9, 1996, the Board of Directors of the Issuer granted to Mr.
Pease an option to purchase 8,900 shares of common stock. The option becomes
exercisable on September 9, 1996. Since this stock option is exercisable within
60 days of the date of this Amendment No. 4, the securities reported to be held
by Mr. Pease herein include 8,900 shares underlying the stock option.
ITEM 4. PURPOSE OF TRANSACTION.
The transactions involving the acquisition or disposition of securities
reported in this Amendment No. 4 are described above in Item 3. The transactions
described above do not involved 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 397,173 shares (5.3% of the Issuer's outstanding
shares), which includes 148,500 shares underlying presently exercisable options,
101,500 shares underlying presently exercisable warrants, and 86,000 shares
underlying two convertible promissory notes. Mr. Pease is deemed to have sole
voting and dispositive power of 364,963 shares owned by 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, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
Page 3 of 4 pages
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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 this statement is true,
complete, and correct.
/s/ Willard H. Pease, Jr.
Date: July 22, 1996 ------------------------------
Willard H. Pease, Jr.
Page 4 of 4 Pages
