UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
GULFPORT ENERGY CORPORATION
(Name of issuer)
Common Stock, $.50 Par Value Per Share
(Title of class of securities)
402635-10-6
(CUSIP number)
Arthur H. Amron
Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, address and telephone number of person authorized
to receive notices and communications)
September 15, 1999
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss. 240.13d-7
Page 1 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Management LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Connecticut
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,795,860
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 1,795,860
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,795,860
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 17.7%
14. Type of Reporting Person (See Instructions) OO
Page 2 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Spectrum Investors LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 11,138
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 11,138
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 11,138
12. Check 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) OO
Page 3 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Spectrum Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 11,138
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 11,138
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 11,138
12. Check 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) OO
Page 4 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Special Situations 1996, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 608,702
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 608,702
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 608,702
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 6.0%
14. Type of Reporting Person (See Instructions) PN
Page 5 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Special Situations 1996
Institutional, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 102,141
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 102,141
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 102,141
12. Check 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) PN
Page 6 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 738,168
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 738,168
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 738,168
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 7.3%
14. Type of Reporting Person (See Instructions) OO
Page 7 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 172,767
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 172,767
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 172,767
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.7%
14. Type of Reporting Person (See Instructions) PN
Page 8 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford-Euris Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 172,767
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 172,767
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 172,767
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.7%
14. Type of Reporting Person (See Instructions) PN
Page 9 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Special Situations 1996, Limited
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 27,325
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 27,325
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 27,325
12. Check 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) OO
Page 10 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Capital Partners II, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 736,342
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 736,342
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 736,342
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 7.3%
14. Type of Reporting Person (See Instructions) PN
Page 11 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Capital Corporation
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 736,342
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 736,342
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 736,342
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 7.3%
14. Type of Reporting Person (See Instructions) CO
Page 12 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Overseas Partners I, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 137,445
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 137,445
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 137,445
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) PN
Page 13 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Wexford Capital Limited
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 137,445
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 137,445
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 137,445
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) OO
Page 14 of 26 Pages
<PAGE>
No. 402635-10-6
1. Names of Reporting Persons. CD Holding Company, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 3,574,722
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 3,574,722
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,574,722
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 35.2%
14. Type of Reporting Person (See Instructions) OO
Page 15 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Charles E. Davidson
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 4,358,995
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,795,860
Reporting
Person With 9. Sole Dispositive Power 4,358,995
10. Shared Dispositive Power (see Item 5 below) 1,795,860
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,154,855
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 60.7%
14. Type of Reporting Person (See Instructions) IN
Page 16 of 26 Pages
<PAGE>
CUSIP No. 402635-10-6
1. Names of Reporting Persons. Joseph M. Jacobs
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,795,860
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 1,795,860
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,795,860
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 17.7%
14. Type of Reporting Person (See Instructions) IN
Page 17 of 26 Pages
<PAGE>
This Amendment No. 4 to Schedule 13D modifies and supplements the
Schedule 13D (the "Statement") initially filed on July 22, 1997, amended and
restated in its entirely by Amendment No. 1 to the Statement filed July 30,
1997, and further amended by Amendment No. [sic] 1 to the Statement filed on
June 12, 1998 and Amendment No. 3 to the Statement filed on January 21, 1999,
with respect to the common stock, $0.50 par value per share (the "Common
Stock"), of GULFPORT ENERGY CORPORATION, a Delaware corporation (the "Company").
Except to the extent supplemented by the information contained in this Amendment
No. 4, the Statement, as amended as provided above, remains in full force and
effect. Capitalized terms used herein without definition have the respective
meanings ascribed to them in the Statement.
Item 2. Identity and Background. Since the date of the last amendment to the
Statement filed as aforesaid, Charles E. Davidson contributed all of the shares
of Common Stock directly owned by him (other than shares owned by an IRA for the
benefit of Mr. Davidson) to CD Holding Company, LLC, a Delaware limited
liability company of which Mr. Davidson is the sole manager and the owner of 95%
of the membership interests ("CD Holdings"). The other members of CD Holdings
are trusts for the benefit of Mr. Davidson's children. CD Holdings is an
investment company with its principal place of business at c/o Wexford
Management LLC, 411 West Putnam Avenue, Greenwich, CT 06830.
Item 5. Interest in Securities of the Issuer.
A. Since the date of the last amendment to the Statement filed as
aforesaid, (i) the Company effected a 1 for 50 reverse stock split and
changed the par value of the Common Stock from $.01 per share to $.50
per share, and (ii) the Reporting Persons acquired (x) on or about June
10, 1999, an aggregate of 15,000 shares of Common Stock in open market
purchases at a price of $2.00 per share, and (y) an aggregate of
4,249,583 shares of Common Stock in a private placement effected by the
Company pursuant to Regulation D under the Securities Act of 1933 on or
about September 15, 1999 (the "Reg D Offering"). The purchase price for
the shares acquired in June 1999 was funded with working capital (or
personal funds in the case of Mr. Davidson) and the subscription price
for the shares purchased in the Reg D Offering was funded with working
capital (or personal funds in the case of Mr. Davidson) by a
combination of cash and the forgiveness of indebtedness at an
equivalent per share value owed to the Reporting Persons by the
Company. The number of shares acquired by each of the Reporting Persons
pursuant to each of the foregoing transactions is set forth below:
1. INTERIM DISTRIBUTION
<TABLE>
<CAPTION>
Reporting Person Number of Shares Purchased
---------------- --------------------------
<S> <C>
Wexford Special Situations 1996, L.P. 1,647
Wexford Special Situations 1996 Institutional, L.P. 469
Wexford-Euris Special Situations 1996, L.P. 275
Wexford Special Situations 1996, Limited 74
Wexford Capital Partners II, L.P. 1,908
Wexford Overseas Partners I, L.P. 356
Charles E. Davidson 10,271
</TABLE>
2. REG D OFFERING
<TABLE>
<CAPTION>
Number of
Reporting Person Shares Acquired Cash Paid Debt Forgiven
---------------- --------------- --------- -------------
<S> <C> <C> <C>
Wexford Spectrum Investors LLC 7,690 $739 $5,029
Wexford Special Situations 1996, L.P. 420,265 $40,370 $274,829
Wexford Special Situations 1996 70,521 $6,774 $46,117
Institutional, L.P.
Wexford-Euris Special Situations 1996, L.P. 119,283 $11,458 $78,005
</TABLE>
Page 18 of 26 Pages
<PAGE>
<TABLE>
<CAPTION>
Number of
Reporting Person Shares Acquired Cash Paid Debt Forgiven
---------------- --------------- --------- -------------
<S> <C> <C> <C> <C>
Wexford Special Situations 1996, Limited 18,866 $1,812 $12,338
Wexford Capital Partners II, L.P. 508,391 $48,835 $332,459
Wexford Overseas Partners I, L.P. 94,896 $26,172 $45,000
CD Holding Company, LLC 2,252,471 -* $1,928,459
Charles E. Davidson 757,200 $567,900 --
</TABLE>
*The amount of debt forgiven by CD Holding Company, LLC exceeded the
purchase price for the shares acquired by it by $239,105. Such amount
is to be refunded to CD Holding Company, LLC.
B. As a result of the foregoing, the Reporting Persons may be deemed to
beneficially own the respective percentages and numbers of outstanding
shares of Common Stock set forth below (on the basis of 10,145,400
shares of Common Stock issued and outstanding, which, based upon
information and belief, is the number of Shares outstanding following
the Reg D Offering):
1. WEXFORD MANAGEMENT LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
1,795,860
Percentage: 17.7%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 1,795,860
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 1,795,860
(c) Other than as reported above, there were no
transactions by Wexford Management in connection with
the Common Stock during the past 60 days.
(d) Wexford Management may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
2. WEXFORD SPECTRUM INVESTORS LLC
(a) Aggregate number of shares of Common Stock beneficially owned: 11,138
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 11,138
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 11,138
(c) Other than as reported above, there were no
transactions by Wexford Spectrum in connection with
the Common Stock during the past 60 days.
(d) Wexford Spectrum may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
3. WEXFORD SPECTRUM ADVISORS, LLC
(a) Aggregate number of shares of Common Stock beneficially owned: 11,138
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 11,138
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 11,138
(c) Other than as reported above, there were no
transactions by the Spectrum General Partner in
connection with the Common Stock during the past 60
days.
(d) The Spectrum General Partner may be deemed to have
the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale
of the Common Stock.
(e) Not applicable.
Page 19 of 26 Pages
<PAGE>
4. WEXFORD SPECIAL SITUATIONS 1996, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:608,702
Percentage: 6.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 608,702
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 608,702
(c) Other than as reported above, there were no
transactions by Wexford Special Situations 1996, L.P.
in connection with the Common Stock during the past
60 days.
(d) Wexford Special Situations 1996, L.P. may be deemed
to have the right to receive or the power to direct
the receipt of dividends from, or proceeds from the
sale of the Common Stock.
(e) Not applicable.
5. WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:102,141
Percentage: 1.0%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 102,141
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 102,141
(c) Other than as reported above, there were no
transactions by Wexford Special Situations 1996
Institutional, L.P. in connection with the Common
Stock during the past 60 days.
(d) Wexford Special Situations 1996 Institutional, L.P. may
be deemed to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from
the sale of the Common Stock.
(e) Not applicable.
6. WEXFORD ADVISORS, LLC
(a) Aggregate number of shares of Common Stock beneficially owned:738,168
Percentage: 7.3%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 738,168
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 738,168
(c) Other than as reported above, there were no
transactions by the Special General Partner in
connection with the Common Stock during the past 60
days.
(d) The Special General Partner may be deemed to have the
right to receive or the power to direct the receipt
of dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
7. WEXFORD-EURIS SPECIAL SITUATIONS 1996, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:172,767
Percentage: 1.7%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 172,767
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 172,767
(c) Other than as reported above, there were no
transactions by Wexford-Euris in connection with the
Common Stock during the past 60 days.
(d) Wexford-Euris may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
Page 20 of 26 Pages
<PAGE>
8. WEXFORD-EURIS ADVISORS, LLC
(a) Aggregate number of shares of Common Stock beneficially owned:172,767
Percentage: 1.7%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 172,767
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 172,767
(c) Other than as reported above, there were no
transactions by the Euris General Partner in
connection with the Common Stock during the past 60
days.
(d) The Euris General Partner may be deemed to have the
right to receive or the power to direct the receipt
of dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
9. WEXFORD SPECIAL SITUATIONS 1996, LIMITED
(a) Aggregate number of shares of Common Stock beneficially owned: 27,325
Percentage: 0.3%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 27,325
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 27,325
(c) Other than as reported above, there were no
transactions by Wexford Cayman in connection with the
Common Stock during the past 60 days.
(d) Wexford Cayman may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock. The filing of this Statement shall not
be construed as an admission that Wexford Cayman is,
for the purposes of Section 13D of the Act, the
beneficial owner of any securities covered by this
Statement.
(e) Not applicable.
10. WEXFORD CAPITAL PARTNERS II, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:736,342
Percentage: 7.3%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 736,342
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 736,342
(c) Other than as reported above, there were no
transactions by Wexford Capital in connection with
the Common Stock during the past 60 days.
(d) Wexford Capital may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
11. WEXFORD CAPITAL CORPORATION
(a) Aggregate number of shares of Common Stock beneficially owned:736,342
Percentage: 7.3%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 736,342
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 736,342
(c) Other than as reported above, there were no
transactions by the Wexford Capital General Partner
in connection with the Common Stock during the past
60 days.
(d) The Wexford Capital General Partner may be deemed to
have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale
of the Common Stock.
(e) Not applicable.
Page 21 of 26 Pages
<PAGE>
12. WEXFORD OVERSEAS PARTNERS I, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:137,445
Percentage: 1.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 137,445
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 137,445
(c) Other than as reported above, there were no
transactions by Wexford Overseas in connection with
the Common Stock during the past 60 days.
(d) Wexford Overseas may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
13. WEXFORD CAPITAL LIMITED
(a) Aggregate number of shares of Common Stock beneficially owned:137,445
Percentage: 1.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 137,445
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 137,445
(c) Other than as reported above, there were no
transactions by the Wexford Overseas General Partner
in connection with the Common Stock during the past
60 days.
(d) The Wexford Overseas General Partner may be deemed to
have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale
of the Common Stock.
(e) Not applicable.
14. CD HOLDING COMPANY, LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
3,574,722
Percentage: 35.2%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 3,574,722
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 3,574,722
(c) Other than as reported above, there were no
transactions by CD Holding Company, LLC in connection
with the Common Stock during the past 60 days.
(d) CD Holding Company, LLC may be deemed to have the
right to receive or the power to direct the receipt
of dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
15. CHARLES E. DAVIDSON
(a) Aggregate number of shares of Common Stock beneficially owned:
6,154,855
Percentage: 60.7%
(b) 1. Sole power to vote or to direct vote: 4,358,995
2. Shared power to vote or to direct vote: 1,795,860
3. Sole power to dispose or to direct the disposition: 4,358,995
4. Shares power to dispose or to direct the disposition: 1,795,860
(c) Other than as reported above, there were no
transactions by Mr. Davidson in connection with the
Common Stock during the past 60 days.
(d) Mr. Davidson may be deemed to have the right to
receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the
Common Stock.
(e) Not applicable.
Page 22 of 26 Pages
<PAGE>
16. JOSEPH M. JACOBS
1,795,860
Percentage: 17.7%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 1,795,860
3. Sole power to dispose or to direct the disposition: -0-
4. Shares power to dispose or to direct the disposition: 1,795,860
(c) Other than as reported above, there were no
transactions by Mr. Jacobs in connection with the
Common Stock during the past 60 days.
(d) Mr. Jacobs may be deemed to have the right to receive
or the power to direct the receipt of dividends from,
or proceeds from the sale of the Common Stock.
(e) Not applicable.
Wexford Management may, by reason of its status as investment manager
to the Wexford Funds, manager to Wexford Spectrum and investment sub-advisor to
Wexford Cayman, be deemed to own beneficially the Common Stock of which the
Wexford Funds, Wexford Spectrum and Wexford Cayman possess beneficial ownership.
The Special General Partner may, by reason of its status as general
partner of the Special Funds, be deemed to own beneficially the Common Stock of
which the Special Funds possess beneficial ownership. The Special General
Partner may, by reason of its status as the investment advisor to Wexford
Cayman, be deemed to own beneficially the Common Stock of which Wexford Cayman
possesses the beneficial ownership.
The Euris General Partner may, by reason of its status as the general
partner of Wexford-Euris, be deemed to own beneficially the Common Stock of
which Wexford-Euris possesses beneficial ownership.
The Wexford Capital General Partner may, by reason of its status as
general partner of Wexford Capital, be deemed to own beneficially the Common
Stock of which Wexford Capital possesses beneficial ownership.
The Wexford Overseas General Partner may, by reason of its status as
general partner of Wexford Overseas, be deemed to own beneficially the Common
Stock of which Wexford Overseas possesses beneficial ownership.
Wexford Advisors may, by reason of its status as a general partner of
Wexford Spectrum Fund I, L.P. and Wexford Spectrum II, L.P., and as manager of
Wexford Spectrum, be deemed to own beneficially the Common Stock of which
Wexford Spectrum possesses beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford Management, be deemed to own
beneficially the Common Stock of which the Wexford Funds, Wexford Spectrum and
Wexford Cayman possess beneficial ownership.
Charles E. Davidson may, by reason of his status as manager of CD
Holding Company, LLC, be deemed to own beneficially the Common Stock of which CD
Holding Company, LLC possesses beneficial ownership.
* * * * *
Page 23 of 26 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 19, 1999
WEXFORD MANAGEMENT LLC
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECTRUM
INVESTORS LLC
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECTRUM
ADVISORS, LLC
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL
SITUATIONS 1996, L.P.
By: Wexford Advisors LLC,
general partner
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, L.P.
By: Wexford Advisors LLC,
-------------------
general partner
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD ADVISORS, LLC
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
Page 24 of 26 Pages
<PAGE>
WEXFORD-EURIS SPECIAL
SITUATIONS 1996, L.P.
By: Wexford-Euris Advisor LLC,
general partner
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD-EURIS ADVISORS, LLC
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL
SITUATIONS 1996, LIMITED
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL
PARTNERS II, L.P.
By: Wexford Capital II, L.P.,
general partner
By: Wexford Capital Corporation,
general partner
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL CORPORATION
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD OVERSEAS
PARTNERS I, L.P.
By: Wexford Capital Overseas, L.P.,
general partner
By: Wexford Capital Limited
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
Page 25 of 26 Pages
<PAGE>
WEXFORD CAPITAL LIMITED
By: /s/ Arthur H. Amron
-------------------
Name: Arthur H. Amron
Title: Vice President
CD HOLDING COMPANY, LLC
By: /s/ Charles E. Davidson
-----------------------
Name: Charles E. Davidson
Title: Manager
/s/ Charles E. Davidson
- -----------------------
CHARLES E. DAVIDSON
/s/ Joseph M. Jacobs
- --------------------
JOSEPH M. JACOBS
Page 26 of 26 Pages
