<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
HS RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
404297103
(CUSIP Number)
Richard L. Covington
Natural Gas Partners, L.P.
777 Main Street, Suite 2700
Fort Worth, TX 76102
(817) 338-9235
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 404297103 PAGE OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NATURAL GAS PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NATURAL GAS PARTNERS, L.P. IS A LIMITED PARTNERSHIP FORMED UNDER THE LAWS
OF THE STATE OF DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,183,706(1)
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,183,706(1)
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,706
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.53%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
(1) As exercised through its sole general partner, G.F.W. Energy, L.P., a
Delaware limited partnership, as exercised through its sole general partner,
R. Gamble Baldwin.
(2) Based upon the 17,423,000 shares of Common Stock reported as outstanding
in the Issuer's 10-Q dated June 30, 1997.
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 404297103 PAGE OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G.F.W. ENERGY, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
G.F.W. ENERGY, L.P. IS A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF THE
STATE OF DELAWARE.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,183,706(1)
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,183,706(1)
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,706(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.53%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
(1) Solely in its capacity as sole general partner of Natural Gas Partners,
L.P.
(2) Based upon the 17,423,000 shares of Common Stock reported as outstanding
in the Issuer's 10-Q dated June 30, 1997.
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 404297103 PAGE OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. GAMBLE BALDWIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 (SEE ITEM 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,183,706(1)
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,183,706(1)
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,706
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.53%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as sole general partner of G.F.W. Energy,
L.P., the sole general partner of Natural Gas Partners, L.P.
(2) Based upon the 17,423,000 shares of Common Stock reported as
outstanding in the Issuer's 10-Q dated June 30,1 997.
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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The Schedule 13D filed by the Natural Gas Partners, L.P. ("NGP"), G.F.W.
Energy, L.P. ("GFW") and R. Gamble Baldwin ("Baldwin"), with the Securities and
Exchange Commission on March 10, 1996, as amended and restated on July 1, 1996,
is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
No modification.
ITEM 2. IDENTITY AND BACKGROUND.
No modification.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 30, 1997, NGP elected to make a cashless exercise of all of
its outstanding warrants to purchase 740,262 shares of Common Stock, at an
exercise price of $10 per share, and an option to purchase 1,500 shares, at an
exercise price of $11.38 per share. NGP acquired a net 311,981 shares of
Common Stock as a result thereof and no funds of NGP, GFW or Baldwin were used
to exercise the warrants or options.
ITEM 4. PURPOSE OF TRANSACTION.
NGP intends to sell, in an underwritten secondary offering led by Lehman
Brothers Inc., approximately 1.8 million shares of Common Stock. NGP plans to
use the net proceeds from such sale to make a distribution to its limited
partner. NGP anticipates that it will distribute to GFW the shares of Common
Stock which are not sold by NGP. GFW may, at its discretion, distribute such
shares of Common Stock to GFW's partners. It is anticipated that NGP will enter
into an underwriting agreement with the Issuer and Lehman Brothers Inc., as
representatives of the underwriters, that among other things will restrict any
further transfer of the shares of Common Stock retained by NGP (except for
distributions to GFW and GFW's partners) during the 90-day period following the
underwritten sale of NGP's shares of Common Stock. NGP is liquidating its
holdings in the Issuer pursuant to certain requirements under its limited
partnership agreement. The shares of Common Stock to be sold by NGP were
registered by the Issuer pursuant to a shelf registration statement filed by
the Issuer in June 1997.
Except as set forth above, NGP presently has no plans which would
relate to or result in any of the actions or events enumerated in Item 4 of
Schedule 13D. Depending upon future developments, NGP may, in its discretion,
develop plans at any time or from time to time which could relate to or result
in one or more of such actions or events.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b), (d) NGP owns options to purchase up to 7,500 shares of
common stock (of which the right to acquire 6,000 shares has vested and the
right to acquire the remaining 1,500 shares will vest on October 21, 1997) and
2,176,206 shares of Common Stock, resulting in an aggregate beneficial
ownership of 2,183,706 shares of Common Stock or approximately 12.53% of the
Issuer's total outstanding shares (based upon the 17,423,000 shares of Common
Stock reported as outstanding in the Issuer's 10-Q dated June 30, 1997).
GFW, as the sole general partner of the Partnership, and Baldwin, as the
sole general partner of GFW, may each be deemed to be the beneficial owner of
all shares of Common Stock beneficially owned by NGP.
(c) On September 30, 1997, NGP sold 1,000,000 shares of Common Stock,
at a price of $17.25 per share, in a direct, privately negotiated transaction
between NGP and a foreign investment fund. A commission of $.02 per share was
paid to the broker-dealer through which the transaction was executed. The
shares of Common Stock sold by NGP were registered by the Issuer pursuant to a
shelf registration statement filed by the Issuer in June 1997.
On September 30, 1997, NGP elected to make a cashless exercise of all of
its outstanding warrants to purchase 740,262 shares of Common Stock, at an
exercise price of $10 per share, and an option to purchase 1,500 shares, at an
exercise price of $11.38 per share. NGP acquired a net 311,981 shares of
Common Stock as a result thereof.
(e) No modification
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
No modification.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No modification
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SIGNATURES
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.
Date: October 7, 1997 NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., its sole
General Partner
By: /s/ R. GAMBLE BALDWIN
----------------------------------
R. Gamble Baldwin, General Partner
Date: October 7, 1997 G.F.W. ENERGY, L.P.
By: /s/ R. GAMBLE BALDWIN
----------------------------------
R. Gamble Baldwin, General Partner
Date: October 7, 1997
/s/ R. GAMBLE BALDWIN
--------------------------------------
R. Gamble Baldwin
