UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ABRAXAS PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
(Title of Class of Securities)
COM003830106
------------
(CUSIP Number)
N/A
---
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this statement. [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
Notes).
<PAGE>
CUSIP NO. COM003830106 13G Page 2 of 10 Pages
------------ --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Endowment Energy Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 863,790
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
863,790
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN
SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. COM003830106 13G Page 3 of 10 Pages
------------ --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Endowment Energy Partners II, Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 863,790
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
863,790
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN
SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. COM003830106 13G Page 4 of 10 Pages
------------ --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fairfield Partners, Inc. (Del.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 863,790
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
863,790
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN
SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. COM003830106 13G Page 5 of 10 Pages
------------ --- ---
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonfund Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 863,790
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON - 0 -
WITH 8 SHARED DISPOSITIVE POWER
863,790
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
863,790
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN
SHARES [ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10
Schedule 13G
Filed Pursuant to Rule 13d-1(c)
Responses to Items
This Schedule 13G is filed by and on behalf of Endowment Energy Partners,
L.P., Endowment Energy Partners II, Limited Partnership, Fairfield Partners,
Inc. (Del.) and Commonfund Capital, Inc. (formerly known as Endowment Advisers,
Inc.) (collectively, the "Reporting Persons"). The following relationships exist
between the Reporting Persons: (i) Fairfield Partners, Inc. (Del.) is the
general partner of Endowment Energy Partners, L.P. and Endowment Energy Partners
II, Limited Partnership and (ii) Fairfield Partners, Inc. (Del.) is the
wholly-owned subsidiary of Commonfund Capital, Inc. This Schedule 13G replaces
the Schedule 13D filed by the Reporting Persons with the Commission on December
11, 1995 and is filed pursuant to Rule 13d-1(h) and the determination made
thereunder by the Reporting Persons that the provisions of paragraphs (e), (f)
and (g) of Rule 13d-1 do not apply to the Reporting Persons and that they are
therefore eligible to file this Schedule 13G pursuant to Rule 13d-1(c).
Item 1 (a). Name of Issuer:
Abraxas Petroleum Corporation
Item 1 (b). Address of Issuer's Principal Executive Offices:
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
Item 2 (a). Name of Person Filing:
Endowment Energy Partners, L.P.
Endowment Energy Partners II, Limited Partnership
Fairfield Partners, Inc. (Del.)
Commonfund Capital, Inc.
Item 2 (b). Address of Principal Business Office:
The address of the principal office of each of the persons
listed under Item 2(a) is:
450 Post Road East
Westport, Connecticut 06881-0909
Item 2 (c). Citizenship:
Each of the persons listed under Item 2(a) is organized in the
State of Delaware.
Item 2 (d). Title of Class of Securities:
Common Stock
<PAGE>
Page 7 of 10
Item 2 (e). CUSIP Number:
COM003830106
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Exchange Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14)of the
Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [X]
Item 4. Ownership.
(a) Amount Beneficially Owned: See Item 9 of Cover Pages.
(b) Percent of Class: See Item 11 of Cover Pages.
(c) Number of Shares as to which each person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages.
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages.
(iii) sole power to dispose or to direct the
disposition of: See Item 7 of Cover Pages.
(iv) shared power to dispose or to direct the
disposition of: See Item 8 of Cover Pages.
<PAGE>
Page 8 of 10
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing the below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not in connection with
or as a participant in any transaction having that purpose or
effect.
<PAGE>
Page 9 of 10
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: November 6, 1998
ENDOWMENT ENERGY PARTNERS, L.P.
By: Fairfield Partners, Inc. (Del.), its General Partner
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
ENDOWMENT ENERGY PARTNERS II, LIMITED PARTNERSHIP
By: Fairfield Partners, Inc. (Del.), its General Partner
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
FAIRFIELD PARTNERS, INC. (DEL.)
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
COMMONFUND CAPITAL, INC.
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
<PAGE>
Page 10 of 10
Exhibit A to Schedule 13G
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing Schedule 13G
is filed on behalf of each of the undersigned and they are filing jointly,
pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, the
information required by Schedule 13G for the common stock of Abraxas Petroleum
Corporation beneficially owned by Endowment Energy Partners, L.P., Endowment
Energy Partners II, Limited Partnership, Fairfield Partners, Inc. (Del.), and
Commonfund Capital, Inc.
Dated: November 6, 1998
ENDOWMENT ENERGY PARTNERS, L.P.
By: Fairfield Partners, Inc. (Del.), its General Partner
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
ENDOWMENT ENERGY PARTNERS II, LIMITED
PARTNERSHIP
By: Fairfield Partners, Inc. (Del.), its General Partner
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
FAIRFIELD PARTNERS, INC. (DEL.)
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
COMMONFUND CAPITAL, INC.
By: /s/ Susan J. Carter
Susan J. Carter
President and Chief Executive Officer
