SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
under the Securities Exchange Act of 1934
OEC Compression Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
670827 10 4
(CUSIP Number)
Shareholder Preservation Committee
c/o Dennis W. Estis
3592 Waverly Circle
Destin, FL 32541
(850) 650-5874
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2000
(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 thatis the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
-------------------------
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Dennis W. Estis
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 5,370,487
8. Shared Voting Power 6,785,756
9. Sole Dispositive Power 5,370,487
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 12,156,243
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 41.6%
14. Type of reporting person (see instructions): IN
1-A
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert P. Gregory, Jr.
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,037,251
9. Sole Dispositive Power 3,037,251
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,037,251
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 10.5%
14. Type of reporting person (see instructions): IN
1-B
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Don E. Smith
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 735,021
9. Sole Dispositive Power 735,021
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 735,021
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 2.5%
14. Type of reporting person (see instructions): IN
1-C
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Charles M. Butler, III
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 144,166
9. Sole Dispositive Power 144,166
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 144,166
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.5%
14. Type of reporting person (see instructions): IN
1-D
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Frank W. Gagliardi
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 75,582
9. Sole Dispositive Power 75,582
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 75,582
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-E
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: David F. Sahler
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 6,100
9. Sole Dispositive Power 6,100
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 6,100
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-F
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Danny A. Nicar
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 12,678
9. Sole Dispositive Power 12,678
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 12,678
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of
one percent)
14. Type of reporting person (see instructions): IN
1-G
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Walter Ernest Fischer III
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 2,768
9. Sole Dispositive Power 2,768
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 2,768
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-H
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Tommy Preston Nicar
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 361,389
9. Sole Dispositive Power 361,389
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 361,389
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 1.3%
14. Type of reporting person (see instructions): IN
1-I
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert Michael Scott
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 54,902
9. Sole Dispositive Power 54,902
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 54,902
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.2%
14. Type of reporting person (see instructions): IN
1-J
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert T. Yount
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 2,080
9. Sole Dispositive Power 2,080
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 2,080
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of
one percent)
14. Type of reporting person (see instructions): IN
1-K
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Brian L. Fuller
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,615
9. Sole Dispositive Power 3,615
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,615
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of
one percent)
14. Type of reporting person (see instructions): IN
1-L
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
7. Names of reporting persons: Clifford Anil Ware
IRS Identification Nos. of above persons (entities only):_________________
8. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
10. Source of funds (see instructions): PF
11. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
12. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,945
9. Sole Dispositive Power 1,945
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,945
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of
one percent)
14. Type of reporting person (see instructions): IN
1-M
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Joseph Edwin Knight Dickey McReynolds
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 337
9. Sole Dispositive Power 337
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 337
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of
one percent)
14. Type of reporting person (see instructions): IN
1-N
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Michael Wayne Balcar, Jr.
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,050
9. Sole Dispositive Power 1,050
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,050
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
14. Type of reporting person (see instructions): IN
1-O
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Shelton R. & Mary Smith
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 238,502
9. Sole Dispositive Power 238,502
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 238,502
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.8%
14. Type of reporting person (see instructions): IN
1-P
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Troy & Sue Jones
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 185,206
9. Sole Dispositive Power 185,206
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 185,206
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.6%
14. Type of reporting person (see instructions): IN
1-Q
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Kathy Branch
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 36,899
9. Sole Dispositive Power 36,899
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 36,899
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-R
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert L. Humphrey
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 14,500
9. Sole Dispositive Power 14,500
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 14,500
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-S
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Paulette C. Humphrey
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 12,500
9. Sole Dispositive Power 12,500
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 12,500
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-T
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Boyd B. Badley, Jr.
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 19,676
9. Sole Dispositive Power 19,676
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 19,676
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-U
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Stanley E. Bennett
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 5,777
9. Sole Dispositive Power 5,777
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 5,777
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-V
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Joe E. Hicks, Jr.
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 12,410
9. Sole Dispositive Power 12,410
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 12,410
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-W
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: James M. Neher
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 129,674
9. Sole Dispositive Power 129,674
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 129,674
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.4%
14. Type of reporting person (see instructions): IN
1-X
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: T. B. Polk
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 130,000
9. Sole Dispositive Power 130,000
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 130,000
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.4%
14. Type of reporting person (see instructions): IN
1-Y
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Edward E. Smith
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 44,030
9. Sole Dispositive Power 44,030
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 44,030
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-Z
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Garland D. Upton
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 32,030
9. Sole Dispositive Power 32,030
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 32,030
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-AA
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Michael T. Weaver
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,188
9. Sole Dispositive Power 3,188
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,188
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-BB
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Leonard A. Woodall
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 22,959
9. Sole Dispositive Power 22,959
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 22,959
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-CC
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Moses Lamar Beasley
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,683
9. Sole Dispositive Power 1,683
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,683
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-DD
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Jeremiah C. Young
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,905
9. Sole Dispositive Power 3,905
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,905
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-EE
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Gary Dale Spurlock
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,162
9. Sole Dispositive Power 1,162
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,162
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-FF
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Timothy Todd Causey
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 7,389
9. Sole Dispositive Power 7,389
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 7,389
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-GG
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Jeff W. DeLancey
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 4,565
9. Sole Dispositive Power 4,565
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 4,565
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-HH
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Albert Ray Sones
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 19,000
9. Sole Dispositive Power 19,000
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 19,000
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-II
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Terry M. Jones
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 14,518
9. Sole Dispositive Power 14,518
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 14,518
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-JJ
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Gary M. Thornhill
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,449
9. Sole Dispositive Power 1,449
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,449
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-KK
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Clayton Burge
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,431
9. Sole Dispositive Power 1,431
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,431
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-LL
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Ricky L. Hatton
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): 00
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 88,179
9. Sole Dispositive Power 88,179
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 88,179
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-MM
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Benjamin J. Sanders
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,470
9. Sole Dispositive Power 1,470
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,470
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-NN
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Willie A. Sanders
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 2,583
9. Sole Dispositive Power 2,583
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 2,583
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-OO
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Susan R. Ross
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 816
9. Sole Dispositive Power 816
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 816
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-PP
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Enos R. Jenkins
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 59,500
9. Sole Dispositive Power 59,500
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 59,500
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.2%
14. Type of reporting person (see instructions): IN
1-QQ
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Benjamin S. Watson
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,620
9. Sole Dispositive Power 3,620
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,620
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-RR
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Jason Anderson
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 718
9. Sole Dispositive Power 718
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 718
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-SS
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Stevie D. Anderson & Glenda J. Anderson
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 37,016
9. Sole Dispositive Power 37,016
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 37,016
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-TT
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Celina M. Anderson
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 717
9. Sole Dispositive Power 717
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 717
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-UU
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: David J. Parsons
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 16,520
9. Sole Dispositive Power 16,520
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 16,520
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-VV
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Carroll G. Broome
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 100,936
9. Sole Dispositive Power 100,936
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 100,936
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-WW
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Lucille Wiggins
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 86,200
9. Sole Dispositive Power 86,200
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 86,200
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-XX
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Robert W. Morgan
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 7,438
9. Sole Dispositive Power 7,438
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 7,438
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-YY
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Richard E. Hammons
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 7,660
9. Sole Dispositive Power 7,660
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 7,660
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-ZZ
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Howard R. Broome
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 8,133
9. Sole Dispositive Power 8,133
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 8,133
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-AAA
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: David L. Merchant
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 5,218
9. Sole Dispositive Power 5,218
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 5,218
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-BBB
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Charles M. Smith
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,286
9. Sole Dispositive Power 1,286
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,286
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-CCC
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Bud W. Langston
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 86,081
9. Sole Dispositive Power 36,081
10. Shared Dispositive Power 50,000
11. Aggregate amount beneficially owned by each
reporting person: 86,081
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-DDD
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: James N. Lowery
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 4,000
9. Sole Dispositive Power 4,000
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 4,000
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-EEE
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Lurl C. Callaway
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 1,800
9. Sole Dispositive Power 1,800
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 1,800
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-FFF
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Larry N. Acreman
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 6,581
9. Sole Dispositive Power 6,581
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 6,581
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-GGG
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Roy D. Saxon
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 5,130
9. Sole Dispositive Power 5,130
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 5,130
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-HHH
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Samuel J. Williams
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 10,705
9. Sole Dispositive Power 10,705
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 10,705
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-III
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Edward Gregory
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 3,122
9. Sole Dispositive Power 3,122
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 3,122
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-JJJ
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Michael W. Gaston
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 2,511
9. Sole Dispositive Power 2,511
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 2,511
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-KKK
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Terry J. Strickland
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 14,612
9. Sole Dispositive Power 14,612
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 14,612
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-LLL
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Everett S. Wright
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 8,154
9. Sole Dispositive Power 8,154
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 8,154
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-MMM
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Gary Willis
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 10,761
9. Sole Dispositive Power 10,761
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 10,761
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-NNN
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Arlie J. Thompson
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 51,779
9. Sole Dispositive Power 51,779
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 51,779
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.2%
14. Type of reporting person (see instructions): IN
1-OOO
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Jill W. Mixon
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 44,000
9. Sole Dispositive Power 44,000
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 44,000
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.1%
14. Type of reporting person (see instructions): IN
1-PPP
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Gregory L. Robbins
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 100,000
9. Sole Dispositive Power 100,000
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 100,000
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.3%
14. Type of reporting person (see instructions): IN
1-QQQ
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Owen Yager
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): 00
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 277,400
9. Sole Dispositive Power 277,400
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 277,400
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 1.0%
14. Type of reporting person (see instructions): IN
1-RRR
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Roger D. Broome
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 269,739
9. Sole Dispositive Power 3,439
10. Shared Dispositive Power 266,300
11. Aggregate amount beneficially owned by each
reporting person: 269,739
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.9%
14. Type of reporting person (see instructions): IN
1-SSS
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Russell T. Rushton
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 4,259
9. Sole Dispositive Power 4,259
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 4,259
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-TTT
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Richard W. Hailey
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 9,100
9. Sole Dispositive Power 9,100
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 9,100
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-UUU
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Eugene Goodjoint
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 598
9. Sole Dispositive Power 598
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 598
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-VVV
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Edward D. Dulaney
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 927
9. Sole Dispositive Power 927
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 927
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-WWW
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Dan L. Parker
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): PF
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 5,150
9. Sole Dispositive Power 5,150
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each
reporting person: 5,150
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.0%
(Less than
1/10 of one
percent)
14. Type of reporting person (see instructions): IN
1-XXX
<PAGE>
CUSIP NO. 420258 10 5
OEC COMPRESSION CORPORATION
1. Names of reporting persons: Judy W. Jefcoats
IRS Identification Nos. of above persons (entities only):_________________
2. Check the appropriate box if a Member of a Group (see instructions):
(a) [X]
(b) [ ]
3. SEC use only:
________________________________________________________________________
4. Source of funds (see instructions): OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: U.S.
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power 0
8. Shared Voting Power 60,000
9. Sole Dispositive Power 16,000
10. Shared Dispositive Power 44,000
11. Aggregate amount beneficially owned by each
reporting person: 60,000
12. Check box if the aggregate amount in Row 11 excludes certain shares
(see instructions): [ ]
13. Percent of class represented by amount in Row 11: 0.2%
14. Type of reporting person (see instructions): IN
1-YYY
<PAGE>
This Amendment No. 3 to the Schedule 13D dated April 27, 2000 and filed on April
28, 2000, and amended by Amendment No. 1 dated May 21, 2000 and filed May 25,
2000, and amended by Amendment No. 2 dated May 30, 2000 and filed June 2, 2000,
hereby amends and restates the entire Schedule 13D as follows:
Item 1. Security and Issuer.
The security to which this statement relates is the common stock, par value
$1.00 per share (the "Common Stock"), of OEC Compression Corporation, an
Oklahoma corporation (the "Company"). The principal offices of the Company are
located at 2501 Cedar Springs Road, Suite 600, Dallas, Texas 75201.
Item 2. Identity and Background.
The original Schedule 13D was filed by the Shareholder Preservation Committee
comprised of Dennis W. Estis ("Estis"), Robert P. Gregory, Jr. ("Gregory"), Don
E. Smith ("Don Smith"), and Charles M. Butler, III ("Butler") (collectively
referred to as the "Initial Filing Group"). On April 27, 2000, each member of
the Initial Filing Group entered into a Shareholders' Agreement effective April
27, 2000, described below in Item 6 and attached as an exhibit (the
"Shareholders' Agreement"), granting Estis an irrevocable proxy to vote their
shares of Common Stock for the election and removal of directors at the next
annual or special meeting of shareholders. Subsequently, between May 17 and June
7, 2000, the following persons executed joinders to the Shareholder's Agreement,
forms of which are attached hereto as exhibits: Frank W. Gagliardi, David F.
Sahler, Danny A. Nicar, Walter E. Fischer III, Tommy Preston Nicar, Robert
Michael Scott, Robert T. Yount, Brian L. Fuller, Clifford A. Ware, Joseph E.
McReynolds, Michael W. Balcar, Jr., Shelton R. and Mary Smith, Troy and Sue
Jones, Kathy Branch, Robert L. Humphrey, Paulette C. Humphrey, Boyd B. Badley,
Jr., Stanley E. Bennett, Joe E. Hicks, Jr., James M. Neher, T. B. Polk, Edward
E. Smith, Garland D. Upton, Michael T. Weaver, Leonard A. Woodall, Moses L.
Beasley, Jeremiah C. Young, Gary D. Spurlock, Timothy T. Causey, Jeffrey W.
DeLancey, Albert R. Sones, Terry M. Jones, Gary M. Thornhill, Clayton Burge,
Ricky L. Hatton, Benjamin L. Sanders, Willie A. Sanders, Susan R. Ross, Enos R.
Jenkins, Benjamin S. Watson, Jason Anderson, Stevie D. and Glenda Anderson,
Celina M. Anderson, David L. Parsons, Carroll G. Broome, Lucille Wiggins, Robert
W. Morgan, Richard E. Hammons, Howard R. Broome, David L. Merchant, Charles M.
Smith, Bud W. Langston, James N. Lowery, Lurl C. Callaway, Larry N. Acreman, Roy
D. Saxon, Samuel J. Williams, Edward Gregory, Michael W. Gaston, Terry J.
Strickland, Everett S. Wright, Gary Willis, Arlie J. Thompson, Jill W. Mixon,
Gregory L. Robbins, Owen Yager, Roger D. Broome, Russell T. Rushton, Richard W.
Hailey, Eugene Goodjoint, Edward D. Dulaney, Dan L. Parker and Judy W. Jefcoats.
These persons, together with the members of the Initial Filing Group, are
collectively referred to as the "Filing Group."
The members of the Filing Group are filing this statement as they may be deemed
to be a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Except as expressly
otherwise set forth in this statement, each
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member of the Filing Group disclaims beneficial ownership of the shares of
Common Stock beneficially owned by any other member of the Filing Group or any
other person. Most particularly, this statement is being filed as a result of
the granting of various irrevocable proxies to Estis and the entry into various
other arrangements, all as set forth in the Shareholders' Agreement.
The name, residence and business address, present principal occupation or
employment, the name, principal place of business and address of any corporation
or other organization in which such employment is carried on, and the
citizenship of each member of the Filing Group is set forth below:
Dennis W. Estis is a citizen of the U.S. His residence address is 3592 Waverly
Circle, Destin FL 32541. His business address is 106 Comanche Trail, West
Monroe, LA 71201. He is President of Bayland Industries, LLC, a construction
barge company, and is a director of the Company (2501 Cedar Springs Road, Suite
600, Dallas TX 75201).
Robert P. Gregory, Jr. is a citizen of the U.S. His business address is 7575 San
Felipe, Ste. 350 Houston, TX 77063. His residence address is 11748 Duart,
Houston, Texas 77024. He is Chairman and CEO of Gregory & Cook, Inc. (7575 San
Felipe, Ste. 350 Houston, TX 77063).
Don E. Smith is a citizen of the U.S. His business and residence address is 134
Smith Lane, Columbia, MS 39429. He is a cattle rancher, the President and
principal owner of Smith Machine Works, Inc., a Vice President and principal
owner of Laird Construction, Inc., and a director of the Company.
Charles M. Butler, III is a citizen of the U.S. His residence address is 12673
Rip Van Winkle, Houston, Texas 77024. His business address is 2121 Sage Road,
Houston, Texas 77057. He is presently self employed as a financial and
regulatory consultant and is a director of the Company.
Frank W. Gagliardi is a citizen of the U.S. His residence address is 2574 E. 139
Street S., Bixby, OK 74008. His business address is 1783 71st Street S., Tulsa,
OK. He is a self-employed geologist.
David F. Sahler is a citizen of the U.S. His residence address is 5811 S. 79th
E. Avenue, Tulsa, OK 74145. He is retired.
Danny Nicar is a citizen of the U.S. His business and residence address is 1916
Kristi Lane, Weatherford, OK. He is a supervisor for the Company.
Walter Ernest Fischer III is a citizen of the U.S. His residence address is
Route 4, Box 245 D, Alice, TX 78332. His business address is P.O. Box 2457, West
Monroe, LA 71294. He is an assistant supervisor of the Company (P.O. Box 2457,
West Monroe, LA 71294).
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Tommy P. Nicar is a citizen of the U.S. His residence address is Route 5, Box
5324-1A, Brazoria, TX. His business address is P.O. Box 2457, West Monroe, LA
71294. He is a regional manager for the Company.
Robert M. Scott is a citizen of the U.S. His residence address is 3202 E. 93rd,
Tulsa, OK 74137. His business address is 1831 E. 71st Street, Suite 135, Tulsa,
OK 74136. He is a manager for the Company.
Robert T. Yount is a citizen of the U.S. His residence address is 3614 Rushing,
Corpus Christi, TX 78410. His business address is P.O. Box 2457, West Monroe, LA
71294. He is employed by the Company.
Brian L. Fuller is a citizen of the U.S. His business and residence address is
11106 Cornelison, Wichita, KS 67212. He is a supervisor for the Company.
Clifford A. Ware is a citizen of the U.S. His residence address is 2312 West
Avenue K, San Angelo, TX 76902. His business address is Box 5376, San Angelo, TX
76902. He is a plant supervisor for the Company.
Joseph E. McReynolds is a citizen of the U.S. His business and residence address
is P.O. Box 1031, Sondra, TX 76950. He is an assistant manager for Area 7 of the
Company.
Michael W. Balcar, Jr. is a citizen of the U.S. His business and residence
address is 12222 Fir Lane, Pinehurst, TX 77362. He is a supervisor for the
Company.
Shelton R. Smith and Mary Smith are citizens of the U.S. Their residence address
is 396 Prosperous Ridge, Lumberton, MS 39429. Sheldon Smith is employed as a
shop foreman with Smith Machine Works (214 S. High School Ave., Columbia MS
39429). Kathy Smith is employed as a registered nurse at Forrest General
Hospital (6051 Highway 49, Hattiesburg, MS 39401).
Troy Jones and Sue Jones are citizens of the U.S. Their residence address is 51
Pierce Road, Columbia, MS 39429. They are both retired.
Kathy Branch is a citizen of the U.S. Her residence address is 19 Turnage Chapel
Road, Foxworth, MS 39483. Her business address is P.O. Box 757, Prentiss, MS
39747. She is a secretary with B & P Swab Services, Inc. (P.O. Box 757,
Prentiss, MS 39747).
Robert L. Humphrey is a citizen of the U.S. His residence address is 8406
Hanley, Houston, TX 77040. His business address is 6911 Satsuma, Houston, TX
77041. He is self-employed as a used equipment salesperson.
Paulette Humphrey is a citizen of the U.S. Her residence address is 8406 Hanley,
Houston, TX 77040. She is self-employed as a used equipment salesperson.
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Boyd B. Badley, Jr. is a citizen of the U.S. His residence address is 1470
Swarte Fairbanks Rd., Monroe, LA 71203. His business address is Box 2457, West
Monroe, LA 71292. He is an engineer with the Company.
Stanley E. Bennett is a citizen of the U.S. His residence address is 1816
Corley, Ruston, LA 71270. His business address is 228 Industrial, West Monroe,
LA 71292. He is a shop supervisor with the Company.
Joe E. Hicks, Jr. is a citizen of the U.S. His residence address is 5426 Highway
4, Jonesboro, LA 71251. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He is a supervisor with the Company.
James M. Neher is a citizen of the U.S. His residence address is 105 Hidden
Lakes, West Monroe, LA 71291. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He is an engineering manager with the Company.
T. B. Polk is a citizen of the U.S. His residence and business address is Route
No. 1, Box 117, Carson, MS 39427. He is retired.
Edward E. Smith is a citizen of the U.S. His residence address is 352 Prospres
Ridge Road, Lumberton, MS 39455. He is a truck driver for Smith Machine Works
(214 S. High School Ave., Columbia MS 39429).
Garland D. Upton is a citizen of the U.S. His business and residence address is
P.O. Box 1262, Columbia, MS 39429-1262. He is a self-employed attorney.
Michael T. Weaver is a citizen of the U.S. His residence address is 100 Hidden
Lakes Drive, West Monroe, LA 71291. His business address is 228 Industrial
Drive, West Monroe, LA 71292. He works in the purchasing department of the
Company.
Leonard A. Woodall is a citizen of the U.S. His residence address is 2416
Harvey's Barbershop Road, Dubberly, LA 71024. His business address is 228
Industrial Drive, West Monroe, LA 71292. He is a parts manager for the Company.
Moses L. Beasley is a citizen of the U.S. His residence address is 1404 Rogers
Street, Monroe, LA 71201. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He works in the parts department for the Company.
Jeremiah C. Young is a citizen of the U.S. His residence address is 1202 Highway
505, Dodson, LA 71422. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He works as an operator for the Company.
Gary D. Spurlock is a citizen of the U.S. His residence address is 196 McFarland
Road, Choudrant, LA 71227. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He is a field service representative for the Company.
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Timothy T. Causey is a citizen of the U.S. His residence address is P.O. Box 66,
Jonesboro, LA 71251. His business address is 228 Industrial Drive, West Monroe,
LA 71292. He is a field service representative for the Company.
Jeffrey W. DeLancey is a citizen of the U.S. His residence address is 256
DeLancey Robbins Rd., Columbia, MS 39429. His business address is 214 South High
School Avenue, Columbia, MS 39429. He is a field service representative for the
Company.
Albert R. Sones is a citizen of the U.S. His residence address is 3101 Hwy. 13
South, Columbia, MS 39429. His business address is P.O. Box 315, Foxworth, MS
39489. He is a carpenter with P & H Construction, a construction company.
Terry M. Jones is a citizen of the U.S. His residence address is 28 Rosebud
Lane, Columbia, MS 39429. He is a mechanic and is currently unemployed.
Gary M. Thornhill is a citizen of the U.S. His residence address is 838 Prospres
Ridge Road, Columbia, MS 39429. His business address is 214 South High School
Avenue, Columbia, MS 39429. He is a supervisor for the Company.
Clayton Burge is a citizen of the U.S. His residence address is Rt. 2, Box
240A2, Bassfield, MS 39421. His business address is 214 South High School
Avenue, Columbia, MS 39429. He is a field service representative for the
Company.
Ricky L. Hatton is a citizen of the U.S. His residence address is 45 West Lake
Road, Hattiesburg, MS 39402. His business address is 39 King Road, Hattiesburg,
MS 39402. He is a chemist with Environmental Diagnostic Laboratories, Inc. (39
King Road, Hattiesburg, MS 39402).
Benjamin J. Sanders is a citizen of the U.S. His residence address is 202
Sanders Road, Columbia, MS 39429. His business address is 214 South High School
Avenue, Columbia, MS 39429. He is a field service representative for the
Company.
Willie A. Sanders is a citizen of the U.S. His residence address is 191 Sanders
Road, Columbia, MS 39429. His business address is 214 South High School Avenue,
Columbia, MS 39429. He is a field service representative for the Company.
Susan R. Ross is a citizen of the U.S. Her residence address is 103 Bayside
Circle, West Monroe, LA 71291. Her business address is 228 Industrial, West
Monroe, LA 71292. She employed as an office worker for the Company.
Enos R. Jenkins is a citizen of the U.S. His residence address is 23280 N. Rian
Drive, Covington, LA 70435. His business address is 81880 Hwy. 41, Bush, LA
70431. He is a mail carrier employed by the U.S. Postal Service (81880 Hwy. 41,
Bush, LA 70431).
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Benjamin S. Watson is a citizen of the U.S. His residence is 100 Majestic
Circle, Hattiesburg, MS 39402. His business address is 214 South High School
Avenue, Columbia, MS 39429. He is in sales/management at the Company.
Jason Anderson is a citizen of the U.S. His residence address is 1133 Prospres
Ridge Road, Columbus, MS 39429. He is a full-time student.
Stevie D. Anderson and Glenda J. Anderson are citizens of the U.S. Their
business and residence address is 1133 Prospres Ridge Road, Columbia, MS 39429.
Stevie Anderson is a self-employed welder.
Celina M. Anderson is a citizen of the U.S. Her residence address is c/o Stevie
Anderson, 1133 Prospres Ridge Road, Columbia, MS 39429. She is a housewife.
David J. Parsons is a citizen of the U.S. His residence address is 45 Piney
Woods Lane, Sumrall, MS 39482. His business address is 214 South High School
Avenue, Columbia, MS 39429. He is a controller for Smith Machine Works, Inc.
Carroll G. Broome is a citizen of the U.S. His business and residence address is
Rt. 2, Box 248A, Bassfield, MS 39421. He is a self-employed farmer.
Lucille Wiggins is a citizen of the U.S. Her residence address is 915 Elm Drive,
Columbia, MS 39429. She is retired.
Robert W. Morgan is a citizen of the U.S. His residence address is 8574 Hwy. 80,
Ruston, LA 71270. His business address is P. O. Box 1033, Ruston, LA 71273. He
is self-employed and owns Morgan Tree Services, Inc. (P. O. Box 1033, Ruston, LA
71273), a company that trims and cuts trees.
Richard E. Hammons is a citizen of the U.S. His residence address is 791 Hwy.
151, Downsville, LA 71234. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He is an assistant supervisor for the Company.
Howard R. Broome is a citizen of the U.S. His residence address is 40069 Hwy. 45
South, Hamilton, MS 39746. His business address is 40080 Hwy. 45 South,
Hamilton, MS 39746. He is a supervisor for the Company.
David L. Merchant is a citizen of the U.S. His residence address is P. O. Box
1035, Sulligent, AL 35586. His business address is 40080 Hwy. 45 South,
Hamilton, MS 39746. He is a mechanic for the Company.
Charles M. Smith is a citizen of the U.S. His residence address is 349 Parra
Drive, Columbus, MS 39701. His business address is 40080 Hwy. 45 South,
Hamilton, MS 39746. He is a mechanic for the Company.
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Bud W. Langston is a citizen of the U.S. His residence address is 321 Timber
Ridge Drive, Ruston, LA 71270. His business address is 228 Industrial Drive,
West Monroe, LA 71292. Mr. Langston is a regional manager for the Company.
James N. Lowery is a citizen of the U.S. His residence address is 2792 Hwy. 145,
Chodrant, LA 71227. He owns a retail establishment located at 2008 McMullen,
DuBach, LA 71235.
Lurl C. Callaway is a citizen of the U.S. His residence address is 2046 Hwy.
821, Ruston, LA 71270. He is retired.
Larry N. Acreman is a citizen of the U.S. His residence address is 513
Brookhollow Dr., Palestine, TX 75801. His business address is 2501 Cedar
Springs, Suite 600, Dallas, TX 75201. He is a regional manager for the Company.
Roy D. Saxon is a citizen of the U.S. His residence address is 500 Brassell,
Carthage, TX 75633. His business address is 2501 Cedar Springs, Suite 600,
Dallas, TX, 75201. He is a mechanic for the Company.
Samuel J. Williams is a citizen of the U.S. His residence address is 469
Menyfield Road, Calhoun, LA 71225. His business address is 228 Industrial Drive,
West Monroe, LA 71292. He is a mechanic for the Company.
Edward Gregory is a citizen of the U.S. His residence address is 622 Morgan
Haine Road, Monroe, LA 71203. His business address is 228 Industrial Drive, West
Monroe, LA 71292. He is a welder for the Company.
Michael W. Gaston is a citizen of the U.S. His residence address is 139 Rocky
Branch Road, Farmerville, LA 71241. His business address is 228 Industrial
Drive, West Monroe, LA 71292. He is a field service representative for the
Company.
Terry J. Strickland is a citizen of the U.S. His residence address is 1306
McMillan Road, West Monroe, LA 71291. His business address is 228 Industrial
Drive, West Monroe, LA 71292. He is a field superintendent for the Company.
Everett S. Wright is a citizen of the U.S. His business and residence address is
115 Crossley Lane, Browton, AL 36426. He is a field representative for the
Company.
Gary Willis is a citizen of the U.S. His business and residence address is 111
Shawnee Tr., Hallsville, TX 75650. He is a regional manager for the Company.
Arlie J. Thompson is a citizen of the U.S. His residence address is 150 Hunters
Ridge, West Monroe, LA 71291. His business address is 228 Industrial Road, West
Monroe, LA 71294. He is a shop foreman for the Company.
Jill W. Mixon is a citizen of the U.S. Her residence address is 261 North
Military Road, Slidell, LA 70461. Her business address is P. O. Box 60626, New
Orleans, LA 70160-0626. She works
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in the accounting department for ExxonMobil Company (P. O. Box 60626, New
Orleans, LA 70160-0626).
Gregory L. Robbins is a citizen of the U.S. His residence address is 947
Prospres Ridge Road, Columbia, MS 39429. His business address is P.O. Box 469,
Columbia, MS 39429. He is employed in business development for FLARE, LLC (P.O.
Box 469, Columbia, MS 39429), which is in the gas processing and treating
business.
Owen Yager is a citizen of the U.S. His business and residence address is 1675
Columbia Purvis Road, Columbia, MS 39429. He is a truck driver in the gas
processing and treating business and owner of Owen Yager Trucking, L.L.C. (1675
Columbia Purvis Road, Columbia, MS 39429), which is a tree farming business.
Roger D. Broome is a citizen of the U.S. His residence address is 40276 Hamilton
Road. His business address is P.O. Box 180, Hamilton, MS 39796. He is a
maintenance technician employed by Kerr McGee Corporation (P.O. Box 180,
Hamilton, MS 39796) which is a producer and marketer of titanium dioxide
pigment.
Russell T. Rushton is a citizen of the U.S. His residence address is 73 Col 220,
Emerson, AR 71740. He is a field service representative for the Company.
Richard W. Hailey is a citizen of the U.S. His residence address is 629
Ashbourne, Shreveport, LA 71106. His business address is 1104 Hawn Avenue,
Shreveport, LA 71107. He is in sales and employed by Wood Group Pressure
Control.
Eugene Goodjoint is a citizen of the U.S. His residence address is 3906 Wilet,
Monroe, LA 71203. His business address is 228 Industrial Drive, West Monroe, LA
71292. His principal occupation was Beautification Personnel for the Company.
Edward D. Dulaney is a citizen of the U.S. His residence address is 1785 Sweet
Water Road, Columbia, LA 71418. His business address is 228 Industrial Drive,
West Monroe, LA 71292. He is employed as a mechanic for the Company.
Dan L. Parker is a citizen of the U.S. His business and residence address is 205
Welch Street, Mansfield, LA 71052. He is a field supervisor for the Company.
Judy W. Jefcoats is a citizen of U.S. Her residence address is 915 Elm Dr.,
Columbia, MS 39429. She is a housewife.
Each member of the Filing Group affirms that during the last five years, such
person (i) has NOT been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) has NOT 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 future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation of such
laws.
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Information with respect to each member of the Filing Group is given solely by
such member and no member of the Filing Group has responsibility for the
accuracy or completeness of the information supplied by another member.
Item 3. Source and Amount of Funds or Other Consideration.
Estis has previously filed a Schedule 13D regarding his acquisition of 5,252,177
shares of Common Stock in exchange for his stock holdings in a company, Ouachita
Energy Corp., that was merged with the Company effective August 6, 1997. Estis
actually acquired 5,252,178 shares in this merger. In January 1998, the Company
issued an additional 286,976 shares of Common Stock to Estis in settlement of a
liability to Estis which was assumed by the Company in the merger. In February
1999, Estis purchased an aircraft from the Company in exchange for delivering a
yard truck and 175,333 shares to the Company, resulting in a current ownership
of 5,363,821 Shares. Estis has not made any other sales or purchases. In May
1999, Estis was granted an option to acquire 6,666 shares of Common Stock
through the Company's Director Stock Option Plan. These options have since
vested.
Gregory acquired approximately 2,887,251 shares of Common Stock in exchange for
all stock holdings in a company that was merged with the Company and he
purchased an additional approximately 150,000 shares from another shareholder of
the Company using personal funds, both of which events occurred over three years
ago. Gregory has not made any other sales or purchases. All of Gregory's shares
are owned of record by Gregory & Cook, Inc., a Delaware corporation he controls.
Don Smith acquired his shares of Common Stock in exchange for all stock holdings
in a company that became a wholly-owned subsidiary of the Company in 1993, and
through participation in the Company's 401(k) Plan. He also exercised an option
to acquire an additional 60,000 shares from the Company in 1996, using personal
funds. He also holds an option to acquire 10,000 shares at $2.31 per share that
was granted in May 1997 and an option to acquire 6,666 shares at $2.188 per
share that was granted in June 1998, both of which are fully vested. Don Smith
also holds 12,000 shares of Common Stock in custodial accounts for his children.
Butler acquired his shares of Common Stock with personal funds at various times
prior to 1995. He also holds options to acquire 29,166 shares from the Company
at various prices ranging from $.5625 to $2.31 per share that were granted in
1996, 1997, and 1998, which are currently vested.
Frank Gagliardi acquired his shares of Common Stock with personal funds.
David Sahler acquired his shares of Common Stock with personal funds.
Danny Nicar acquired his shares of Common Stock through participation in the
Company's 401(k) Plan. Nicar has also been granted options to purchase 9,647
shares of Common Stock, of which 3,663 are exercisable within sixty days.
Walter Fischer acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
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Tommy Nicar acquired his shares through the merger of Ouachita Energy Corp. and
the Company.
Robert Scott acquired some of his shares of Common Stock with personal funds. He
has also been granted options to purchase 108,340 shares of Common Stock, of
which 53,002 are exercisable within sixty days.
Robert Yount acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Brian Fuller acquired his shares of Common Stock through participation in the
Company's 401(k) Plan. He has also been granted options to purchase 6,759 shares
of Common Stock, of which 1,371 are exercisable within sixty days.
Clifford Ware acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Joseph McReynolds acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Michael Balcar acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Shelton R. Smith and Mary Smith acquired their shares of Common Stock through
personal funds, participation in the Company's 401(k) Plan, and in exchange for
stock holdings in a company that became a wholly-owned subsidiary of the Company
in 1993.
Troy Jones and Sue Jones acquired their shares of Common Stock in exchange for
stock holdings in a company that became a wholly-owned subsidiary of the Company
in 1993.
Kathy Branch acquired her shares of Common Stock in exchange for stock holdings
in a company that became a wholly-owned subsidiary of the Company in 1993.
Robert L. Humphrey acquired his shares of Common Stock with personal funds.
Paulette C. Humphrey acquired her shares of Common Stock through a property
settlement.
Boyd B. Badley, Jr. acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He has also been granted options to purchase 11,800
shares of Common Stock. Mr. Badley does not know the vesting schedule for his
options, but has requested such information from the Company. The Filing Group
assumes for the purposes of this filing that all of these options have vested.
The Filing Group will specify the exact number of shares subject to vested
options (or subject to options exercisable within sixty days) in a future
amendment to this filing if and when the Company makes such information
available.
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Stanley E. Bennett acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Joe E. Hicks, Jr. acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He has also been granted options to purchase 7,900
shares of Common Stock. Mr. Hicks does not know the vesting schedule for his
options, but has requested such information from the Company. The Filing Group
assumes for the purposes of this filing that all of these options have vested.
The Filing Group will specify the exact number of shares subject to vested
options (or subject to options exercisable within sixty days) in a future
amendment to this filing if and when the Company makes such information
available.
James M. Neher acquired his shares of Common Stock through participation in the
Company's 401(k) Plan and through personal funds. He has also been granted
options to purchase 114,072 shares of Common Stock, of which 57,259 are
exercisable within sixty days.
T. B. Polk acquired his shares of Common Stock in exchange for stock holdings in
a company that became a wholly-owned subsidiary of the Company in 1993.
Edward E. Smith acquired his shares of Common Stock in exchange for stock
holdings in a company that became a wholly-owned subsidiary of the Company in
1993.
Garland D. Upton acquired his shares of Common Stock in exchange for stock
holdings in a company that became a wholly-owned subsidiary of the Company in
1993.
Michael T. Weaver acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Leonard A. Woodall acquired his shares of Common Stock through participation in
the Company's 401(k) Plan and with personal funds. He also acquired shares in
exchange for his stock holdings in Ouachita Energy Corp. when Ouachita merged
with the Company.
Moses L. Beasley acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Jeremiah C. Young acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. Mr. Young believes he has been granted options to
purchase shares of Common Stock, but does not know the number of shares subject
to the options or the vesting schedule of the options. He has requested that
information from the Company. The Filing Group will include such information in
a future amendment to this filing if and when the Company makes such information
available.
Gary D. Spurlock acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. Mr. Spurlock believes he has been granted options to
purchase shares of Common Stock, but does not know the number of shares subject
to the options or the vesting schedule of the options. He has requested that
information from the Company. The Filing Group will
12
<PAGE>
include such information in a future amendment to this filing if and when the
Company makes such information available.
Timothy T. Causey acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He has also been granted options to purchase 2,400
shares of Common Stock. Mr. Causey does not know the vesting schedule for his
options, but has requested such information from the Company. The Filing Group
assumes for the purposes of this filing that all of these options have vested.
The Filing Group will specify the exact number of shares subject to vested
options (or subject to options exercisable within sixty days) in a future
amendment to this filing if and when the Company makes such information
available.
Jeffrey W. DeLancey acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Albert R. Sones acquired his shares of Common Stock in exchange for stock
holdings in a company that became a wholly-owned subsidiary of the Company in
1993. His shares have been pledged as collateral for a bank loan.
Terry M. Jones acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Gary M. Thornhill acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Clayton Burge acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Ricky L. Hatton acquired his shares of Common Stock in exchange for stock
holdings in a company that became a wholly-owned subsidiary of the Company in
1993. 68,179 of his shares have been pledged as collateral for bank loans.
Benjamin J. Sanders acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Willie A. Sanders acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Susan R. Ross acquired her shares of Common Stock through participation in the
Company's 401(k) Plan. She has also been granted options to purchase 225 shares
of Common Stock, of which 45 are exercisable within 60 days.
Enos R. Jenkins acquired his shares of Common Stock in exchange for stock
holdings in a company that became a wholly-owned subsidiary of the Company in
1993.
Benjamin S. Watson acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
13
<PAGE>
Jason Anderson acquired his shares of Common Stock by a gift from his parents,
Stevie D. and Glenda J. Anderson.
Stevie D. and Glenda J. Anderson acquired their shares of Common Stock in
exchange for stock holdings in a company that became a wholly-owned subsidiary
of the Company in 1993.
Celina M. Anderson acquired her shares of Common Stock by a gift from her
parents, Stevie D. and Glenda J. Anderson.
David J. Parsons acquired his shares of Common Stock through participation in
the Company's 401(k) Plan and through personal funds.
Carroll G. Broome acquired his shares of Common Stock through participation in
the Company's 401(k) Plan and through personal funds. He was also granted an
option to purchase 75,000 shares of Common Stock, of which 15,000 are
exercisable within sixty days. He sold 2,500 shares of Common Stock on April 27,
2000 through Southwest Securities at a price of .8125 per share.
Lucille Wiggins acquired her shares of Common Stock with personal funds.
Robert W. Morgan acquired his shares of Common Stock with personal funds.
Richard E. Hammons acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He has also been granted options to purchase 906
shares of Common Stock. Mr. Hammons does not know the vesting schedule for his
options, but has requested such information from the Company. The Filing Group
assumes for the purposes of this filing that all of these options have vested.
The Filing Group will specify the exact number of shares subject to vested
options (or subject to options exercisable within sixty days) in a future
amendment to this filing if and when the Company makes such information
available.
Howard R. Broome acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He has also been granted options to purchase 1,255
shares of Common Stock. Mr. Broome does not know the vesting schedule for his
options, but has requested such information from the Company. The Filing Group
assumes for the purposes of this filing that all of these options have vested.
The Filing Group will specify the exact number of shares subject to vested
options (or subject to options exercisable within sixty days) in a future
amendment to this filing if and when the Company makes such information
available.
David L. Merchant acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. Mr. Merchant believes he has been granted options to
purchase shares of Common Stock, but does not know the number of shares subject
to the options or the vesting schedule of the options. He has requested that
information from the Company. The Filing Group will include such information in
a future amendment to this filing if and when the Company makes such information
available.
14
<PAGE>
Charles M. Smith acquired his shares of Common Stock through participation in
the Company's 401(k) Plan and through personal funds. He has also been granted
options to purchase 974 shares of Common Stock, of which 194 are exercisable in
sixty days.
Bud W. Langston acquired his shares of Common Stock through participation in the
Company's 401(k) Plan and through personal funds. Mr. Langston has also been
granted options to purchase 4,751 shares of Common Stock, of which 1,849 are
exercisable in sixty days.
James N. Lowery acquired his shares of Common Stock with personal funds.
Lurl C. Callaway acquired his shares of Common Stock with personal funds
Larry N. Acreman acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He has also been granted options to purchase 10,596
shares of Common Stock, of which 4,002 are exercisable within sixty days.
Roy D. Saxon acquired his shares of Common Stock through participation in the
Company's 401(k). He has also been granted options to purchase 7,900 shares of
Common Stock, of which 2,980 are exercisable within sixty days.
Samuel J. Williams acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Edward Gregory acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Michael W. Gaston acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Terry J. Strickland acquired his shares of Common Stock through participation in
the Company's 401(k) Plan. He also has been granted an option to purchase 1022
shares of Common Stock, of which 204 are exercisable within sixty days.
Everett S. Wright acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Gary Willis acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Arlie J. Thompson acquired his shares of Common Stock through participation in
the Company's 401(k) Plan and through personal funds.
Jill W. Mixon holds her shares as a Trustee for two separate trusts benefiting
Bradley Warren Mixon and Dillon Conor Mixon. These shares were provided to these
trusts through gifts by Jill Mixon's parents.
15
<PAGE>
Gregory L. Robbins acquired his shares of Common Stock in exchange for stock
holdings in a company that became a wholly-owned subsidiary of the Company in
1993. On March 2, 2000, Mr. Robbins sold 23,800 shares of Common Stock at a
price of3/4per share through his broker, A. G. Edwards.
Owen Yager acquired his shares of Common Stock in exchange for stock holdings in
a company that became a wholly-owned subsidiary of the Company in 1993.
Roger D. Broome acquired his shares of Common Stock through participation in the
Company's 401(k) Plan, and in exchange for stock holdings in a company that
became a wholly-owned subsidiary of the Company in 1993.
Russell T. Rushton acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Richard W. Hailey acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Eugene Goodjoint acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Edward D. Dulaney acquired his shares of Common Stock through participation in
the Company's 401(k) Plan.
Dan L. Parker acquired his shares of Common Stock through participation in the
Company's 401(k) Plan.
Judy W. Jefcoats acquired her shares through a gift from her father in 1993. Her
father acquired the shares in exchange for stock holdings in a company that
became a wholly-owned subsidiary of the Company in 1993.
All of the shares of Common Stock presently owned by members of the Filing Group
are subject to a Shareholders' Agreement described in Item 6 and attached hereto
as an exhibit. The source for capital contributions from each of the members of
the Filing Group was working capital or personal funds.
Item 4. Purpose of Transaction.
Since August 1997, Estis has been a director of the Company. He acquired most of
his shares of the Company's Common Stock in connection with the Company's August
1997 acquisition of Ouachita Energy Corp., which he founded in 1976. Since
August 1997 Estis has held his shares for investment only. As a result of a
serious deterioration in the liquidity and price of the Company's Common Stock
during 1998, Estis decided to review his investment objectives and inquired
whether other significant shareholders were becoming concerned about their
investment in the Company. On November 9, 1998 the members of the Initial Filing
Group (except Mr. Butler) agreed that Estis should approach the management of
the Company with a view to
16
<PAGE>
discussing with management specific steps assisting the Company to increase
shareholder value. They also agreed to enter into a shareholders' agreement,
granting irrevocable proxies to Estis, among other things. Effective December
16, 1998, the Company, Estis and the parties to the original Shareholders'
Agreement settled their disputes and Estis was terminated as chief operating
officer of the Company. In connection with the settlement, Estis's original 13D
filing was amended and the settlement agreement and original shareholders'
agreement were described and filed with the Commission. That shareholders'
agreement terminated by its terms on December 31, 1999.
Following action by the Board of Directors of the Company to schedule an annual
meeting of shareholders for June 13, 2000, on April 19, 2000, Estis approached
the other members of the Initial Filing Group, noting the continued decline in
the price of the Company's common stock and the limited financial capability of
the Company. As a result, the parties to the original shareholders' agreement
and Mr. Butler joined in a new Shareholders' Agreement dated April 27, 2000, and
formed a group seeking to obtain proxies to vote in favor of an entirely new
slate of directors for the Company. The Shareholders' Agreement is described in
Item 6 and attached as an exhibit. The members of the Initial Filing Group also
entered a letter agreement among themselves agreeing to contribute to the costs
of nominating and electing the persons nominated pro rata in accordance with
their respective stock ownership in the Company. That agreement is also
described in Item 6 and attached as an exhibit.
On April 27, 2000 the Initial Filing Group delivered a letter to Jack D.
Brannon, Secretary of the Company, and Ray C. Davis, the Chairman of the Board
and Co-CEO of the Company and member of the Executive and Audit Committees of
the Board. This letter set forth the Initial Filing Group's nominees for the
election of directors at the annual meeting of shareholders of the Company to be
held June 13, 2000, along with information concerning each nominee as required
by the Company's Bylaws. That letter and information on the nominees is attached
as an exhibit.
On May 15, 2000, the Initial Filing Group filed a definitive Schedule 14A with
respect to their efforts to nominate directors for election at the annual
meeting and to solicit proxies sufficient to obtain election of such nominees to
the Company's Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) At the date of this filing, according to the Company's most recent federal
securities filing, the Annual Report on Form 10-K of the Company for the
year ended December 31, 1999, there were issued and outstanding 28,986,711
shares of Common Stock of the Company as of March 30, 2000. The number of
shares of Common Stock beneficially owned by the members of the Filing
Group together is 12,156,243 or 41.6% of the Company's outstanding stock.
Pursuant to a Shareholders' Agreement, each of the Filing Group members
has, among other things, granted to Estis an irrevocable proxy with
respect to the voting of shares of their Common Stock with regard to the
election and removal of directors at the next meeting. The Shareholders'
Agreement is described in Item 6 and attached as an exhibit.
17
<PAGE>
Each of the members of the Filing Group disclaims beneficial ownership of
the shares of the Company's Common Stock reported hereunder as
beneficially owned by another member of the Filing Group.
(b)
<TABLE>
<CAPTION>
SOLE SHARED
SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
NAME POWER POWER POWER POWER
---------------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Dennis W. Estis ............ 5,370,487 6,785,756 5,370,487 0
Robert P. Gregory, Jr ...... 0 3,037,251 3,037,251 0
Don E. Smith ............... 0 735,021 735,021 0
Charles M. Butler, III ..... 0 144,166 144,166 0
Frank W. Gagliardi ......... 0 75,582 75,582 0
David F. Sahler ............ 0 6,100 6,100 0
Danny Nicar ................ 0 12,678 12,678 0
Walter E. Fischer, III ..... 0 2,768 2,768 0
Tommy P. Nicar ............. 0 361,389 361,389 0
Robert M. Scott ............ 0 54,902 54,902 0
Robert T. Yount ............ 0 2,080 2,080 0
Brian L. Fuller ............ 0 3,615 3,615 0
Clifford A. Ware ........... 0 1,945 1,945 0
Joseph E. McReynolds ....... 0 337 337 0
Michael W. Balcar, Jr ...... 0 1,050 1,050 0
Shelton & Mary Smith ....... 0 238,502 238,502 0
Troy & Sue Jones ........... 0 185,206 185,206 0
Kathy Branch ............... 0 36,899 36,899 0
Robert L. Humphrey ......... 0 14,500 14,500 0
Paulette C. Humphrey ....... 0 12,500 12,500 0
Boyd B. Badley, Jr ......... 0 19,676 19,676 0
Stanley E. Bennett ......... 0 5,777 5,777 0
Joe E. Hicks, Jr ........... 0 12,410 12,410 0
James M. Neher ............. 0 129,674 129,674 0
T. B. Polk ................. 0 130,000 130,000 0
Edward E. Smith ............ 0 44,030 44,030 0
Garland D. Upton ........... 0 32,030 32,030 0
Michael T. Weaver .......... 0 3,188 3,188 0
Leonard A. Woodall ......... 0 22,959 22,959 0
Moses L. Beasley ........... 0 1,683 1,683 0
Jeremiah C. Young .......... 0 3,905 3,905 0
Gary D. Spurlock ........... 0 1,162 1,162 0
Timothy T. Causey .......... 0 7,389 7,389 0
Jeffrey W. DeLancey ........ 0 4,565 4,565 0
Albert R. Sones ............ 0 19,000 19,000 0
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Terry M. Jones ............. 0 14,518 14,518 0
Gary M. Thornhill .......... 0 1,449 1,449
Clayton Burge .............. 0 1,431 1,431 0
Ricky L. Hatton ............ 0 88,179 88,179 0
Benjamin J. Sanders ........ 0 1,470 1,470 0
Willie A. Sanders .......... 0 2,583 2,583 0
Susan R. Ross .............. 0 816 816 0
Enos R. Jenkins ............ 0 59,500 59,500 0
Benjamin S. Watson ......... 0 3,620 3,620 0
Jason Anderson ............. 0 718 718 0
Stevie D. & Glenda
Anderson ................. 0 37,016 37,016 0
Celina M. Anderson ......... 0 717 717 0
David J. Parsons ........... 0 16,520 16,520 0
Carroll G. Broome .......... 0 100,936 100,936 0
Lucille Wiggins ............ 0 86,200 86,200 0
Robert W. Morgan ........... 0 7,438 7,438 0
Richard E. Hammons ......... 0 7,660 7,660 0
Howard R. Broome ........... 0 8,133 8,133 0
David L. Merchant .......... 0 5,218 5,218 0
Charles M. Smith ........... 0 1,286 1,286 0
Bud W. Langston ............ 0 86,081 36,081 50,000
James N. Lowery ............ 0 4,000 4,000 0
Lurl C. Callaway ........... 0 1,800 1,800 0
Larry N. Acreman ........... 0 6,581 6,581 0
Roy D. Saxon ............... 0 5,130 5,130 0
Samuel J. Williams ......... 0 10,705 10,705 0
Edward Gregory ............. 0 3,122 3,122 0
Michael W. Gaston .......... 0 2,511 2,511 0
Terry J. Strickland ........ 0 14,612 14,612 0
Everett S. Wright .......... 0 8,154 8,154 0
Gary Willis ................ 0 10,761 10,761 0
Arlie J. Thompson .......... 0 51,779 51,779 0
Jill W. Mixon .............. 0 44,000 44,000 0
Gregory L. Robbins ......... 0 100,000 100,000 0
Owen Yager ................. 0 277,400 277,400 0
Roger D. Broome ............ 0 269,739 3,439 266,300
Russell T. Rushton ......... 0 4,259 4,259 0
Richard W. Hailey .......... 0 9,100 9,100 0
Eugene Goodjoint ........... 0 598 598 0
Edward D. Dulaney .......... 0 927 927 0
Dan L. Parker .............. 0 5,150 5,150 0
Judy W. Jefcoats ........... 0 60,000 16,000 44,000
</TABLE>
19
<PAGE>
Pursuant to a Shareholders' Agreement, each of the Filing Group members
have, among other things, granted to Estis an irrevocable proxy with
respect to the voting and exercise of voting powers related to shares of
their Common Stock. The Shareholders' Agreement is described in Item 6 and
attached as an exhibit.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Each member of the Filing Group has entered into the Shareholders' Agreement
effective April 27, 2000. This agreement covers all of the shares of Common
Stock that are the subject of this Schedule 13D, as well as any additional
shares the members may acquire in the future (the "Shares"). The agreement
grants Estis an irrevocable proxy to vote the Shares for the election and
removal of directors at the next annual or special meeting of shareholders. Each
member of the group also agreed not to (i) subject their Shares to any voting
trust or agreement, (ii) participate in any proxy solicitation other than as
approved by Estis, (iii) join any other "group" other than the Filing Group,
(iv) act to influence the management of the Company other than as approved by
Estis or (v) assist any other person to take any of such actions. Each member
granted Estis a limited power of attorney to execute documents in connection
with exercising the powers granted by the Shareholders' Agreement, including
making the joint filing of this Schedule 13D. The Shareholders' Agreement
terminates either upon written agreement of at least two-thirds of the parties
thereto, after the next election of directors, or on April 20, 2001. Shares sold
in a bona fide sale are no longer subject to the Shareholders' Agreement.
Each member of the Initial Filing Group has entered into an Agreement to Share
Expenses effective April 27, 2000, and attached hereto as an exhibit. This
agreement provides that each party will pay its pro rata portion (based on its
percentage of all the parties' stock ownership in the Company) of legal,
printing, solicitation and other costs reasonably incurred in connection with
the nomination of directors for election to the Board of Directors of the
Company and the solicitation of proxies in favor of such nominees. Estis will
receive all invoices for expenses, have the invoices reviewed and approved by
Robert Gregory, and then invoice and collect the appropriate amounts from the
other parties to the agreement.
On May 25, 2000, the Initial Filing Group entered into a Limited Standstill
Agreement effective May 5, 2000 (the "Standstill Agreement"), with the Company,
Ray C. Davis, Kelcy L. Warren, Matthew S. Ramsey, Jack D. Brannon, Richard D.
Brannon, Neal A. Hawthorn, Jon P. Stephenson, HACL, Ltd., a Texas limited
partnership, and Energy Investors, a Texas joint venture. The Standstill
Agreement, attached hereto as an exhibit, was intended to ensure that the
process of selling the Company (the "Sales Process") currently underway is not
impeded by the proxy fight over the election of directors. The Standstill
Agreement provides that between May 5 and June 5, 2000, none of the parties to
the agreement shall (i) institute any litigation
20
<PAGE>
concerning the annual meeting set for July 13, 2000 or the solicitation of
proxies for the annual meeting, or (ii) solicit proxies by means of newspaper
ads or by means of mass or general mailings to the shareholders of the Company.
All parties agreed to support the Sales Process. The parties also agreed that
there will be weekly updates about the Sales Process at which all directors will
be invited to participate.
Item 7. Material to Be Filed as Exhibits.
*1. Shareholders' Agreement dated April 27, 2000, among Dennis W. Estis,
Gregory & Cook, Inc., Don E. Smith and Charles M. Butler III (includes
agreement concerning joint filing).
*2. Agreement to Share Expenses dated April 27, 2000, among Dennis W. Estis,
Gregory & Cook, Inc., Don E. Smith and Charles M. Butler III relating to
the sharing of costs.
*3. Letter to Ray C. Davis and Jack D. Brannon, Secretary, dated April 27,
2000 (with copies to each member of the Board of Directors of the Company)
and an appendix concerning information on director nominees.
*4. Form of Limited Standstill Agreement effective May 5, 2000, among the
Company, the Initial Filing Group, and other persons named therein.
*5. Form of Joinder to the Shareholders' Agreement, executed by all members of
the Filing Group other than members of the Initial Filing Group and
members of the Filing Group whose shares are held in the Company's 401(k)
plan.
*6. Form of Joinder to the Shareholders' Agreement executed by members of the
Filing Group whose shares are held in the Company's 401(k) plan, for which
Bank of Oklahoma, Inc. is Trustee.
* Previously filed.
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.
JUNE 12, 2000
----------------------------------
Date
/S/ DENNIS W. ESTIS
----------------------------------
Signature
Dennis W. Estis for himself and on
BEHALF OF EACH REPORTING PERSON
----------------------------------
Name/Title
21
