UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PEASE OIL AND GAS COMPANY
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a Nevada corporation
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
705019 40 4
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(CUSIP Number)
Patrick J. Duncan
751 Horizon Court, Suite 203
Grand Junction, Colorado 81506
(970) 245-5917
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 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 filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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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CUSIP No. 705019 40 4 SCHEDULE 13D Page 2 of 5
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1 NAME OF REPORTING PERSON
Patrick J. Duncan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] Yes
(b) [X] No
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 151,564 Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 151,564 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
151,564 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
8.06
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 705019 40 4 SCHEDULE 13D Page 3 of 5
ITEM 1. SECURITY & ISSUER
Class: $0.10 Par Value Common Stock ("Shares")
Issuer: Pease Oil and Gas Company
751 Horizon Court, Suite 203
Grand Junction, Colorado 81506
ITEM 2. IDENTITY & BACKGROUND OF REPORTING PERSON
(a) Name: Patrick J. Duncan ("Reporting Person")
(b) Address: 751 Horizon Court, Suite 203
Grand Junction, Colorado 81506
(c) Occupation: President and Chief Financial Officer of Issuer
(d) Convictions: Reporting Person has not been convicted in any criminal
proceeding during the last five years.
(e) Civil actions: Reporting Person is not subject to a judgment, decree
or final order enjoining or prohibiting or mandadating
activities subject to federal or state securities laws.
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No funds or other consideration was used by Reporting Person in acquiring
the Shares. See Item 4.
ITEM 4: PURPOSE OF TRANSACTION
150,000 of Issuer's Shares were issued to Reporting Person as contingent
and incentive compensation. The securities issued are subject to forfeiture if
the Reporting Person terminates his employment with the Issuer under certain
circumstances before November 1, 2001.
(a) The Issuer als0 issued to the Reporting Person Common Stock Purchase
Warrants which would entitle the Reporting Person to purchase up to a
total of 600,000 Shares of the Issuer's common stock at a purchase
price of $0.50 per Share under the following circumstances. A warrant
to purchase up to 300,000 Shares could be exercised by Reporting
Person at the earlier of: (1) December 31, 2004 or (2) if the Issuer's
reported closing price for its common stock in the public market is at
least $1.50 per Share for at least 80% of trading days in any
consecutive 30 day period before December 31, 2005, the expiration
date, or if the Issuer completes a reorganization or merger
transaction, or a sale of substantially all of its assets, and the
reasonable or deemed value received by common stockholders is to be at
least $1.50 per Share. These warrants are not presently exercisasble.
A warrant to purchase up to 300,000 Shares could be exercised by
Reporting Person at the earlier of: (1) December 31, 2004 or (2) if
the Issuer's reported closing price for its common stock in the public
market is at least $2.00 per Share for at least 80% of trading days in
any consecutive 90 day period before December 31, 2005, the expiration
date, or if the Issuer completes a reorganization or merger
transaction, or a sale of substantially all of its assets, and the
reasonable or deemed value received by common stockholders is to be at
least $1.50 per Share. These warrants are not presently exercisable.
(b)-(j) Not applicable.
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CUSIP No. 705019 40 4 SCHEDULE 13D Page 4 of 5
ITEM 5: INTEREST IN SECURITIES OF ISSUER.
After completing the transactions described in Item 4, Reporting Person:
(a) The Reporting Person beneficially owns 151,564 Shares, which
constitutes 8.06% of Issuer's Shares outstanding after issuance of the
150,000 to Reporting Person. If the warrants described in Item 4(a)
above become exercisable as described therein, Reporting Person will
have the right to acquire up to an additional 600,000 Shares.
(b) Reporting Person has the power to vote, dispose or direct the
disposition of all Shares owned by Reporting Person.
(c) Reporting Person has not, except for the receipt of the Shares
described in this report, had any transactions in securities of the
Issuer.
(d) No person other than Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares beneficially owned by Reporting Person.
(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under an Employment Agreement between Reporting Person and the Issuer, the
150,000 Shares are subject to forfeiture by Reporting Person in the event that
Reporting Person terminates employment by the Issuer under certain circumstances
before November 1, 2001. The Reporting Person has no other contracts,
arrangements, understandings or relationships with any other person with respect
to any securities of the Issuer.
ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.
None.
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CUSIP No. 705019 40 4 SCHEDULE 13D Page 5 of 5
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.
December 6, 2000 /s/ Patrick J. Duncan
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Patrick J. Duncan
