UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AVIVA PETROLEUM INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
05379P205
(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)
OCTOBER 28, 1998
(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 Sect. 240.13d-1(e),or Sect. 240.13d-1 (f), or Sect.
240.13s-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 Sect. 240.13d-7(b) for
other parties to whom copies are to be sent.
*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 disclosure 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).
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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 BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
3,651,503
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
3,651,503
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,651,503 (See Item 5 herein)
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)
7.82%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996 Institutional, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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 BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
670,040
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
670,040
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,040(See Item 5 herein)
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)
1.43%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996 Limited
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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 BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
183,282
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
183,282
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,282 (See Item 5 herein)
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)
.39%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford-Euris Special Situations 1996, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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 BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
933,814
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
933,814
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,814 (See Item 5 herein)
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%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford Management LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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)
AF
5 CHECK BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
5,438,639
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
5,438,639
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,438,639(See Item 5 herein)
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)
11.64%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford Advisors, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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)
AF
5 CHECK BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
4,504,825
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
4,504,825
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,504,825 (See Item 5 herein)
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)
9.64%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Wexford Euris Advisors, L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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)
AF
5 CHECK BOX 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
933,814
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
933,814
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,814 (See Item 5 herein)
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%
14 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Charles E. Davidson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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)
AF
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 of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
5,438,639
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
5,438,639
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,438,639 (See Item 5 herein)
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)
11.64%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP No. 05379P205
1 NAME OF REPORTING PERSONS
Joseph M. Jacobs
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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)
AF
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 of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
5,438,639
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
5,438,639
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,438,639 (See Item 5 herein)
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)
11.64%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
Item 1. Security and Issuer.
The class of securities to which this statement relates is the common stock,
without par value (the "Common Stock"), of Aviva Petroleum Inc. ("Aviva"). Aviva
is a Texas corporation with principal executive offices at 8235 Douglas Avenue,
Suite 400, Dallas, Texas 75225.
Item 2. Identity and Background.
(a) This statement is being filed by (i) Wexford Special Situations 1996,
LP, a Delaware limited partnership, and Wexford Special Situations 1996
Institutional, LP, a Delaware limited partnership (collectively, the "Special
Funds,"), (ii) Wexford Special Situations 1996 Limited, a Cayman Islands
corporation ("Wexford Cayman"), (iii) Wexford-Euris Special Situations 1996, LP,
a Delaware limited partnership (the "Euris Fund"), (iv) Wexford Management LLC,
a Connecticut limited liability company ("Wexford Management") and investment
advisor to the Special Funds and the Euris Fund and investment subadvisor to
Wexford Cayman, (v) Wexford Advisors, LLC, a Delaware limited liability company,
the sole general partner of the Special Funds and the investment advisor to
Wexford Cayman (the "Special General Partner"), (vi) Wexford Euris Advisors,
LLC, a Delaware limited liability company and the sole general partner of the
Euris Fund (the "Euris General Partner"), (the above entities are collectively
the "Reporting Entities") (vii) Charles E. Davidson and (viii) Joseph M. Jacobs
(the individuals and Reporting Entities in (i) - (viii) individually, a
"Reporting Person" and collectively, the "Reporting Persons") with respect to
shares of Common Stock beneficially owned by the Reporting Persons.
(b) The principal business and office address for the Reporting Persons is
c/o Wexford Management LLC, 411 West Putnam Avenue, Greenwich, Connecticut
06830.
(c) The principal business of the Reporting Persons is investments.
Wexford Management is an Investment Advisor to the Reporting Entitles.
Wexford Management also serves as investment manager or sub-advisor to the
members of Wexford Advisors, LLC and Wexford Euris Advisors, LLC.
Charles E. Davidson is chairman, a managing member and a controlling
member of Wexford Management. Mr. Davidson also is a controlling person
or an investor in a number of private companies, including certain members of
the Reporting Entities and their controlling entities. Mr. Davidson is a citizen
of the United States.
Joseph M. Jacobs is a president, a managing member and a controlling
member of Wexford Management. Mr. Jacobs also is a controlling person or an
investor in a number of private companies, including certain members of the
Reporting Entities and their controlling persons.
<PAGE>
(d) None of the Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons was 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 with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Special Funds, Wexford Cayman and the Euris Fund purchased in
privately negotiated transactions conducted on January 6, 1997, January 27, 1997
and February 19, 1997, 9 and 1/2% Convertible Subordinated Debentures of Garnet
Resources Corporation ("Garnet") due December 1998 (the "Debentures") in an
aggregate principal amount of $6,330,000. Pursuant to a Debenture Purchase
Agreement ("Debenture Purchase Agreement") dated as of June 24, 1998 and a Plan
of Merger effective as of October 28, 1998 (the "Merger"), the Debentures have
all been exchanged for Common Stock of Aviva. The Debenture holders received,
pursuant to the Debenture Purchase Agreement, approximately .859 shares of
Common Stock for every one dollar principal amount of Debentures. In aggregate,
the Reporting Persons received 5,438,639 shares of Common Stock of Aviva for
$6,330,000 principal amount of Debentures.
The Special Funds, Wexford Cayman and the Euris Fund received the
following number of shares of Common Stock in exchange for their Debentures. The
cost of the Debentures, the date of initial purchase of the Debentures, and the
number of shares of Common Stock of Aviva received in exchange for the
Debentures are set forth below: (rounded off to the nearest whole share)
<TABLE>
<CAPTION>
Principal
Amount of Aviva
Debentures Date of Common
Exchanged Purchase Cost Stock Received
<S> <C> <C> <C> <C>
Wexford Special
Situations 1996,
L.P. $3,021,300 01/06/97 $1,576,657 2,595,855
221,562 01/27/97 $ 117,025 190,363
1,007,100 02/19/97 $ 551,820 865,285
---------- ---------
Sub-total $4,249,962 3,651,503
Wexford Special
Situations 1996
Institutional, LP $ 554,400 01/06/97 $ 289,312 476,332
40,656 01/27/97 $ 21,473 34,931
184,800 02/19/97 $ 101,258 158,777
---------- -------
Sub-total $ 779,856 670,040
Wexford Special
Situations
1996 Limited $ 151,650 01/06/97 $ 79,138 130,295
11,121 01/27/97 $ 5,873 9,555
50,550 02/19/97 $ 27,698 43,432
---------- -------
Sub-total $ 213,321 183,282
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal
Amount of Aviva
Debentures Date of Common
Exchanged Purchase Cost Stock Received
<S> <C> <C> <C> <C>
Wexford Euris Special
Situations 1996, LP $ 772,650 01/06/97 $ 403,205 663,849
56,661 01/27/97 $ 29,927 48,682
257,550 02/19/97 $ 141,120 221,283
---------- -------
Sub-total $1,086,861 933,814
</TABLE>
Aggregate No. of Common Stock received in exchange for Debentures: 5,438,639
Item 4. Purpose of Transaction.
The Debentures acquired by the Special Funds, the Euris Fund and Wexford
Cayman were exchanged for Common Stock of Aviva pursuant to the Debenture
Purchase Agreement and said exchange was effected in connection with the Merger
of Garnet into Aviva which became effective on October 28, 1998. The definitive
Joint Proxy Statement and Prospectus was filed with the S.E.C. on October 9,
1998 (the "Joint Proxy Statement and Prospectus"). The shares of Common Stock
issued pursuant to the Debenture Purchase Agreement were not registered pursuant
to the above mentioned Joint Proxy Statement and Prospectus.
The Reporting Persons are holding the shares of Common Stock for
investment. The Reporting Persons intend to review on a continuing basis their
investment in Aviva and may, depending on the business and prospects of Aviva,
market conditions and other investment considerations, determine to purchase
additional shares of Common Stock, for investment, or decrease or dispose of
their interest in Aviva, at such prices and terms and in such manner as they may
deem advisable. While the Reporting Persons have no present intention to acquire
additional shares of Common Stock, the Reporting Persons reserve the right to
purchase additional shares of Common Stock based on the factors set forth above.
Except as set forth above, none of the Reporting Persons have any plans or
proposals which relate to or would result in any transactions or actions listed
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As a result of the acquisition of the Common Stock upon exchange of the
Debentures, the Special Funds, the Euris Fund and Wexford Cayman own
beneficially in the aggregate approximately 11.64% of the outstanding shares of
Common Stock (on the basis of 46,719,703 shares of Common Stock of Aviva
outstanding on as of the Closing Date of the Merger, as more fully set forth in
the Joint Proxy Statement and Prospectus, according to Rule 13d-3 under the
Exchange Act). Set forth below is a summary for each of the Reporting
Persons of their beneficial ownership of the Common Stock.
A. Wexford Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 3,651,503
Percentage: 7.82%.
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
3,651,503
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,651,503
(c) Other than as reported in Item 2 and 3 above, there were
no transactions by the Reporting Persons during
<PAGE>
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
B. Wexford Special Situations 1996 Institutional, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 670,040
Percentage: 1.43%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
670,040
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 670,040
(c) Other than as reported in Items 2 and 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
C. Wexford Special Situations 1996 Limited
(a) Aggregate number of shares of Common Stock
beneficially owned: 183,282
Percentage: .39%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
183,282
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 183,282
(c) Other than as reported in Items 2 and 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
D. Wexford-Euris Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 933,814
Percentage: 2%
(b) 1. Sole power to vote or to direct vote: -0-
<PAGE>
2. Shared power to vote or to direct vote:
933,814
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 933,814
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
E. Wexford Management LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 5,438,639
Percentage: 11.64%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
5,438,639
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 5,438,639
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
F. Wexford Advisors, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 4,504,825
Percentage: 9.64%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
4,504,825
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 4,504,825
(c) Other than as reported in Item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
<PAGE>
the sale of, the Common Stock.
(e) Not applicable.
G. Wexford-Euris Advisors, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 933,814
Percentage: 2%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
933,814
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 933,814
(c) Other than as reported in Item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
H. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 5,438,639
Percentage: 11.64%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
5,438,639
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 5,438,639
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
I. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 5,438,639
Percentage: 11.64%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
5,438,639
3. Sole power to dispose or to direct the
disposition: -0-
<PAGE>
4. Shared power to dispose or to direct the
disposition: 5,438,639
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons 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.
The Special General Partner may, by reason of its status as the sole
general partner of the Special Funds, be deemed to own beneficially (as that
term is defined in Rule 13d-3 under the Exchange Act) the Common Stock of which
the Special Funds possess beneficial ownership.
Wexford Management may, by reason of its status as investment manager to
the Special Funds and the Euris Fund and as sub-advisor to the Special General
Partner on behalf of Wexford Cayman, be deemed to own beneficially (as that term
is defined in Rule 13d-3 under the Exchange Act) the Common Stock of which the
Special Funds, the Euris Fund and Wexford Cayman 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 (as that term is
defined in Rule 13d-3 under the Exchange Act) the Common Stock of which Wexford
Cayman possesses beneficial ownership.
<PAGE>
The Euris General Partner may, by reason of its status as the sole general
partner of the Euris Fund, be deemed to own beneficially (as that term is
defined in Rule 13d-3 under the Exchange Act) the Common Stock of which the
Euris Fund possesses beneficial ownership.
Charles E. Davidson may, by reason of his status as a control person of the
Special General Partner, the Euris General Partner and Wexford Management, be
deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Exchange Act) the Common Stock of which the Special Funds, the Euris Fund and
Wexford Cayman possess beneficial ownership.
Joseph M. Jacobs may, by reason of his status as a control person of the
Special General Partner, the Euris General Partner and Wexford Management, be
deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Exchange Act) the Common Stock of which the Special Funds, the Euris Fund and
Wexford Cayman possess beneficial ownership.
(b) (i) Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the
Special General Partner share the power to vote and to dispose of the shares of
Common Stock beneficially owned directly by the Special Funds;
(ii) Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the
Euris General Partner share the power to vote and to dispose of the shares of
Common Stock beneficially owned directly by the Euris Fund; and
(iii) The Special General Partner shares with Wexford Management and
Wexford Cayman the power to vote and to dispose of the shares of Common Stock
beneficially owned directly by Wexford Cayman.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None. See Items 2 through 5 hereof.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-(f)(1)(iii), filed herewith
2. Exhibit II - Debenture Purchase Agreement (incorporated by
reference to Exhibit 2.2 to Registration Statement on Form S-4 (Reg. No.
333-58061) filed by Aviva with the Commission on June 30, 1998)
<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: November 12, 1998
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
---------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
---------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD-EURIS SPECIAL SITUATIONS
1996, LP
By: Wexford-Euris Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
---------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 LIMITED
By: Wexford Advisors, LLC
By: /s/ Arthur H. Amron
-----------------------------
Name: Arthur H. Amron
Title: Vice President
<PAGE>
WEXFORD MANAGEMENT, LLC
By: /s/ Arthur H. Amron
----------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
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
/s/ Charles E. Davidson
-------------------------------------------
Charles E. Davidson
/s/ Joseph M. Jacobs
-------------------------------------------
Joseph M. Jacobs
<PAGE>
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith
2. Exhibit II - Debenture Purchase Agreement dated as of June 24,
1998 between Aviva Petroleum, Inc. and the Holders of the
Debentures named therein. (Incorporated by reference to Exhibit
2.2 to the Registration Statement on Form S-4 (Reg. No. 333-58061)
filed by Aviva with the Commission June 30, 1998.)
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
-----------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD-EURIS SPECIAL SITUATIONS
1996, LP
By: Wexford-Euris Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
-------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 LIMITED
By: Wexford Advisors, LLC
By: /s/ Arthur H. Amron
-------------------------------
Name: Arthur H. Amron
Title: Vice President
<PAGE>
WEXFORD MANAGEMENT, LLC
By: /s/ Arthur H. Amron
--------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
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
/s/ Charles E. Davidson
-----------------------------------------
Charles E. Davidson
/s/ Joseph M. Jacobs
-----------------------------------------
Joseph M. Jacobs
