UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HALLADOR PETROLEUM COMPANY
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
406092205
- -------------------------------------------------------------------------------
(CUSIP Number)
Peter A. Leidel, Yorktown II Company LLC
535 Madison Avenue, New York, NY 10022 (212) 906-7104
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 2, 1997
- -------------------------------------------------------------------------------
(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 |_|.
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 5 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 406092205 Page 2 of 5 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Yorktown Energy Partners II, L.P.
I.R.S. No. 13-3803552
- -------------------------------------------------------------------------------
2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,278,500+
REPORTING ______________________________________________
PERSON WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------
10 SHARED DISPOSITIVE POWER
2,278,500+
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,278,500+
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.11%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
+ Reflects the number of shares after giving effect to the 1-100 reverse split
followed by a 10-1 forward split, each occurring on May 29, 1996.
Page 2 of 5 Pages
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
Hallador Petroleum Company (the "Company") whose principal executive offices are
located at 1660 Lincoln Street, Suite 2700, Denver, CO 80264. The shares covered
by this filing were covered by a prior 13D filing, dated March 20, 1996. The
reporting persons therein were Dillon, Read Holding Inc., Dillon, Read Inc.,
Dillon, Read & Co. Inc., Yorktown Energy Partners II, L.P. and Lexington
Partners IV, L.P.
Item 2. Identity and Background
This statement is filed by Yorktown Energy Partners II, L.P. ("Yorktown").
Yorktown, a limited partnership organized under the laws of the State of
Delaware, has its principal office and business address at 535 Madison Avenue,
New York, New York 10022. The principal business of Yorktown is investing in
equity securities of energy investments.
The partnership agreement with respect to Yorktown provides that the
management, operation and investment policy (which includes the right to vote or
power to direct the disposition of securities) of the partnership shall be
vested exclusively in its general partner, which is Yorktown II Company LLC.
Except as set forth in the following paragraph, Yorktown was not, nor, to
the best knowledge of Yorktown, any other person identified pursuant to this
Item 2, within the last five years was not (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 future violations of, or prohibiting activities
subject to, federal or state securities laws or a finding of any violations of
such laws.
On January 16, 1992, Dillon, Read & Co. Inc. ("Dillon Read") which served
as manager of Yorktown, on behalf of Yorktown II Corp., the prior general
partner of Yorktown, until September 2, 1997, (along with 97 other securities
firms), without admitting or denying any findings, consented to the entry of an
Order in settlement of an SEC Administrative Proceeding (File No. 3-7646)
entitled In the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises ("GSE"). The Order stated the SEC's findings
that Dillon Read made and kept certain records that did not accurately reflect
Dillon Read's customers' orders for certain GSE securities in violation of
Section 17(a) (and Rules 17a-3 and 17a-4 thereunder). The Order further provided
that Dillon Read shall cease and desist from any violation in the future, pay a
penalty of $100,000, and maintain policies and procedures reasonably designed to
ensure further compliance with the provisions of Section 17(a) and Rules 17a-3
and 17a-4 thereunder.
Item 3. Source and Amount of Funds or Other Consideration
Yorktown originally acquired the shares of Common Stock as more fully set
forth in a Schedule 13D dated March 20, 1996.
Effective September 2, 1997, Dillon, Read Holding Inc., the parent of
Dillon Read, which served as a manager of Yorktown, merged with and into SBC/DRH
Merger, Inc., a wholly owned direct subsidiary of Swiss Bank Corporation.
Dillon, Read Holding Inc. was the corporate survivor of the transaction and it
then changed its name to SBC Warburg Dillon Read Holding Inc. Dillon Read merged
with and into SBC Warburg, Inc., a wholly owned indirect subsidiary of Swiss
Bank Corporation. Dillon Read was the corporate survivor of the transaction and
it then changed its name to SBC Warburg Dillon Read Inc. In connection with such
transaction Dillon Read assigned its rights and obligations as manager of
Yorktown to Yorktown II Company LLC, a newly formed entity controlled by former
employees of Dillon Read. Also in connection with the merger, Yorktown II Corp.,
the general partner of Yorktown, sold its interest in Yorktown to various
individual investors who exchanged these interests for interests in Yorktown II
Company LLC, the successor general partner of
Page 3 of 5 Pages
<PAGE>
Yorktown.
As a result of such transactions, Yorktown is no longer deemed affiliated
with SBC Warburg Dillon Read Inc. SBC Warburg Dillon Read Inc. retains an
indirect, non-voting interest in Yorktown.
Item 4. Purpose of Transaction.
All of the shares of Common Stock were acquired by Yorktown in transactions
originally involving investments by the predecessors of Yorktown in the Company,
as more fully described in Item 3 of this Schedule 13D. The merger of Dillon
Read and SBC Warburg, Inc. and the subsequent change of name to SBC Warburg
Dillon Read Inc. was effective September 2, 1997.
Yorktown acquired the Common Stock owned of record by it in the ordinary
course of its respective investment activities and as contemplated by its
organizational documents.
Except as described in this Statement, as of the date hereof, Yorktown has
not formulated any specific plans or proposals which relate to or would result
in: (a) the acquisition by any person of additional securities of the Company or
the disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Company; (c) a sale or transfer of a material amount of assets of the Company;
(d) 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; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material change
in the Company's business or corporate structure; (g) changes in the Company's
charter or bylaws or other actions which may impede the acquisition of control
of the Company by any person; (h) causing a class of securities of the Company
to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation (i) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended
(the "Act"); or (j) any action similar to any of those enumerated above.
Item 5. Interests in Securities of the Issuer
(a) As of February 24, 1998, Yorktown beneficially owned 2,278,500 shares
of Common Stock.
Except as set forth herein, to the best knowledge of Yorktown, none of the
other persons identified in this filing currently owns, or has any right to
acquire, any shares of the Common Stock.
(b) As noted in Item 2, Yorktown II Company LLC has the sole voting power
and investment power with respect to the shares of Common Stock reported in this
Statement as being beneficially owned by Yorktown.
(c) None.
(d) To the best knowledge of Yorktown, no person other than those
identified in this Schedule has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
reported on this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Page 4 of 5 Pages
<PAGE>
SIGNATURES
The undersigned certify that, after reasonable inquiry and to the best of
their respective knowledge and belief, the information set forth in the Schedule
13D is true, complete and correct.
YORKTOWN ENERGY PARTNERS II, L.P.
By: Yorktown II Company LLC
its General Partner
By: /s/ Peter A. Leidel
------------------------------
Name: Peter A. Leidel
Title: Member
Dated: February 26, 1998
