UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
NUMBER OF
SHARES - 0 -
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 409,749
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
409,749
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,749
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
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
NUMBER OF
SHARES - 0 -
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 409,749
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
409,749
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,749
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
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 Management LLC
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
NUMBER OF
SHARES - 0 -
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 409,749
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
409,749
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,749
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
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
NUMBER OF
SHARES - 0 -
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 409,749
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
409,749
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,749
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10
Schedule 13G
Filed Pursuant to Rule 13d-2(d)
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 Management LLC (successor in interest of 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 Management LLC is the
general partner of Endowment Energy Partners, L.P. and Endowment Energy Partners
II, Limited Partnership and (ii) Fairfield Partners Management LLC is the
wholly-owned subsidiary of Commonfund Capital, Inc. This Schedule 13G amends the
Schedule 13G filed by the Reporting Persons with the Commission on November 9,
1998 and is filed pursuant to Rule 13d-2(d).
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 Management LLC
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
Item 2 (e). CUSIP Number:
COM003830106
<PAGE>
Page 7 of 10
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: April 30, 1999
ENDOWMENT ENERGY PARTNERS, L.P.
By: Fairfield Partners Management LLC, its General Partner
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
ENDOWMENT ENERGY PARTNERS II, LIMITED PARTNERSHIP
By: Fairfield Partners Management LLC, its General Partner
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
FAIRFIELD PARTNERS MANAGEMENT LLC
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
COMMONFUND CAPITAL, INC.
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
<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 Management LLC, and
Commonfund Capital, Inc.
Dated: April 30, 1999
ENDOWMENT ENERGY PARTNERS, L.P.
By: Fairfield Partners Management LLC, its General Partner
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
ENDOWMENT ENERGY PARTNERS II, LIMITED PARTNERSHIP
By: Fairfield Partners Management LLC, its General Partner
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
FAIRFIELD PARTNERS MANAGEMENT LLC
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
COMMONFUND CAPITAL, INC.
By: /s/ Linda A. Costa
------------------------
Linda A. Costa
Chief Financial Officer and Treasurer
