<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 2)
Callon Petroleum Company
---------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------------------------
(Title of Class of Securities)
13123X102 (Common Stock)
---------------------------------------------------------
(CUSIP Number)
Barry I. Meade
NOCO Management, Ltd.
6814 Northampton Way
Houston, Texas 77055
(713) 681-4800
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 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.
(Continued on following pages)
(Page 1 of 12 Pages)
__________
* The remainder of the cover page shall be filled out for a reporting
persons 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 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> 2
CUSIP NO. 13123X102 13D PAGE 2 OF 12 PAGES
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS NOCO Enterprises, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 76-0369653
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* 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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON* PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 12 pages
<PAGE> 3
CUSIP NO. 13123X102 13D PAGE 3 OF 12 PAGES
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS NOCO Properties, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 76-0369651
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* 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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON* CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 12 pages
<PAGE> 4
CUSIP NO. 13123X102 13D PAGE 4 OF 12 PAGES
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS NOCO Holdings, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 51-0340938
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* 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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON* PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 12 pages
<PAGE> 5
CUSIP NO. 13123X102 13D PAGE 5 OF 12 PAGES
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS NOCO Management, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 76-0369652
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS* 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 7 SOLE VOTING POWER 145,372
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 145,372
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,372
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%
14 TYPE OF REPORTING PERSON* CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 12 pages
<PAGE> 6
This Amendment No. 2 amends and supplements the statement (the
"Statement") on Schedule 13D filed by the undersigned on September 16, 1994, as
amended by Amendment No. 1 filed on December 6, 1996. All terms used herein,
unless otherwise defined, have the same meanings herein as set forth in the
Statement.
The filing of this Amendment No. 2 to Schedule 13D should not be construed
as an admission that the entities filing this amendment constitute a group or
are the beneficial owners of the shares of common stock, par value $.01 per
share, of Callon Petroleum Company to which this Amendment No. 2 to Schedule
13D relates.
Each signatory hereto acknowledges responsibility with respect to the
information provided as to such signatory but assumes no responsibility as to
information regarding any other signatory. The Schedule 13D, as amended,
includes certain information relating to the persons listed on Schedule I
hereto; however, the entities filing this amendment assume no responsibility or
obligation to provide any information concerning any other person affiliated or
associated with such person.
Items 2, 4 and 5 of the Statement are amended and supplemented by the
following information.
ITEM 2 IDENTITY AND BACKGROUND
Schedule I to the original Schedule 13D, as amended by Amendment No. 1
thereto, containing information with respect to executive officers and
directors of NOCO Properties and the executive officers and members of NOCO
Management, is hereby amended and superseded in its entirety by Schedule I
hereto.
ITEM 4 PURPOSE OF TRANSACTION
Prior to August 11, 1997, NOCO Enterprises held 1,984,758 shares of Common
Stock in the Company, and each of Ganger Rolf ASA, a Norwegian public
joint-stock company ("Ganger Rolf"), Bonheur ASA, a Norwegian public
joint-stock company ("Bonheur"), A/S BorgD, a Norwegian joint-stock company
("A/S BorgD"), a Fred. Olsen Limited, an English limited liability company
("Fred. Olsen Limited") and Fred. Olsen Finance Limited, an English limited
liability company ("Fred. Olsen Finance" and, collectively with Ganger Rolf,
Bonheur, A/S BorgD and Fred. Olsen Limited, the "Selling Entities") were
limited partners in NOCO Holdings, the limited partner with a 99% interest in
NOCO Enterprises and the 100% shareholder of NOCO Properties, which in turn is
the general partner with a 1% interest in NOCO Enterprises. On August 11,
1997, each of the Selling Entities entered into two Stock Purchase Agreements
(the "Stock Purchase Agreements"), one with Fred. Olsen Energy ASA, a Norwegian
public joint-stock company ("F.O. Energy"), and one with Fred Olsen Energy II
AS, a Norwegian joint-stock company ("F.O. Energy II") which has agreed to
merge, and is expected to be effectively merged with and into F.O. Energy on or
about August 29, 1997, pursuant to which agreements F.O. Energy and F.O. Energy
II each purchased from the Selling Entities 50% of the number of shares of the
Company's Common Stock attributable to each such Selling Entity's partnership
interest in NOCO Holdings. Immediately prior to the execution of the Stock
Purchase Agreements, the partnership interest of each of Ganger Rolf, Bonheur,
A/S BorgD, Fred. Olsen Limited and Fred. Olsen Finance Limited in NOCO Holdings
were liquidated, a proportional partnership interest in NOCO Enterprises held
by NOCO Holdings also was liquidated and the shares of Common Stock of the
Company attributable to such liquidated partnership interests, or 81,340,
81,340, 1,285,080, 128,964 and 262,662 shares of Common Stock, respectively,
were distributed to such Selling Entities.
NOCO Enterprises had entered into the Stockholders' Agreement with the
Company and the Callon Family and the Registration Rights Agreement with the
Company. In connection with the acquisition by F.O. Energy (which term
hereinafter includes F.O. Energy II) of an aggregate of 1,839,386 shares of
Common Stock of the Company, F.O. Energy has become a party to each of the
Stockholders' Agreement and the Registration Rights Agreement, in each case
pursuant to the respective terms thereof. For a description of the
Stockholders'
Page 6 of 12 pages
<PAGE> 7
Agreement and the Registration Rights Agreement, see Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
The NOCO Entities will review on a continuous basis their remaining
investment in the Common Stock and the Company's business affairs and financial
condition, as well as conditions in the securities markets and general economic
and industry conditions. The NOCO Entities may in the future take such actions
in respect of its investment in the Common Stock as they deem appropriate in
light of the circumstances existing from time to time. Currently, these
actions include continuing to hold the shares it now beneficially owns or
disposing of shares. Such dispositions could be effected in private
transactions, through a public offering or, upon compliance with the rules
under the Securities Act of 1933, as amended (the "Securities Act"), in the
open market. Dispositions by the NOCO Entities and certain of their tranferees
are also restricted by the terms of the Stockholders' Agreement described in
Item 6 hereof. Additionally, it is possible that the NOCO Entities could seek
to acquire additional shares, although they have no current plans to do so.
Any acquisition of shares could be effected in the open market, in privately
negotiated transactions, or otherwise. Shares may be transferred from time to
time among the NOCO Entities and the partners of NOCO Holdings. Any sales,
purchases or transfers or other actions described herein may be made at any
time without further prior notice. In reaching any conclusion as to the
foregoing matters, NOCO Enterprises will take into consideration various
factors, such as the Company's business and prospects, other developments
concerning the Company, the obligations of and other business opportunities
available to NOCO Enterprises and the other NOCO Entities, developments with
respect to the NOCO Entities' businesses, general economic conditions, the
market price for shares of Common Stock and stock market conditions.
Except as set forth above and in Item 6, Contracts, Arrangements,
Understandings or Relationships with Respect to Securities to the Issuer, to
the best knowledge of each of the NOCO Entities, none of the NOCO Entities nor
the persons listed in Schedule I have any present plans or proposals which
relate to or would result in any of the actions described in subparagraph (a)
through (h) of Item 4 of Schedule 13D.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
As of August 11, 1997, NOCO Enterprises beneficially owned an aggregate of
145,372 shares of Common Stock, equal to 2.5% of the outstanding Common Stock
of the Company based on a total of 5,758,667 shares of Common Stock of the
Company outstanding as of December 31, 1996.
Under the Stockholders' Agreement, a group consisting of the NOCO
Entities, F.O. Energy and the members of the Callon Family may be deemed to
have been formed pursuant to Rule 13d-5(b)(1) promulgated under the Exchange
Act. Such group would be deemed to have beneficial ownership, for purposes of
Sections 13(g) and 13(d) of the Exchange Act, of all equity securities of the
Company beneficially owned by such parties. Such parties would, as of the date
of this statement, be deemed to beneficially own an aggregate of 3,545,171
shares of Common Stock, or approximately 61.6% of the foregoing total number of
shares reported to be outstanding (based in part on information provided by the
Company).
The NOCO Entities believe, based upon information provided to them by the
Company, that the number and percentage of shares of Common Stock beneficially
owned by of the parties to the Stockholders' Agreement other than NOCO
Enterprises are set forth on Schedule II hereto. The aggregate number and
percentage of shares of Common Stock beneficially owned by F.O. Energy is
1,839,386 shares and 31.9%, and by the Callon Family is 1,560,413 shares and
27.1%. The NOCO Entities disclaim beneficial ownership of the shares of Common
Stock owned by the F.O. Energy and the Callon Family and the existence of a
group with F.O. Energy and the Callon Family.
Except as set forth in this Amendment No. 2 to the Statement, to the best
knowledge of each of the NOCO Entities, none of the NOCO Entities nor the
persons listed in Schedule I have effected any transaction in Common Stock
during the past sixty days.
Page 7 of 12 pages
<PAGE> 8
NOCO Management exercises both sole voting power with respect to the
Common Stock held by NOCO Enterprises (subject to the Stockholders' Agreement),
and the sole power to dispose or direct the disposition of such Common Stock.
The management of NOCO Management is vested in its four members. Such
members may be deemed to share the power to vote and dispose of the Common
Stock owned by NOCO Enterprises and thereby to be the beneficial owner of such
Common Stock; such beneficial ownership, however, is disclaimed by such
persons.
Page 8 of 12 pages
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: August 20, 1997
NOCO ENTERPRISES, L.P., by
NOCO Properties, Inc., its general partner
By: /s/ Barry I. Meade
------------------------------
Name: Barry I. Meade
Title: Vice President
NOCO PROPERTIES, INC.
By: /s/ Barry I. Meade
------------------------------
Name: Barry I. Meade
Title: Vice President
NOCO HOLDINGS, L.P., by
NOCO Management, Ltd., its general partner
By: /s/ Barry I. Meade
------------------------------
Name: Barry I. Meade
Title: Vice President
NOCO MANAGEMENT, LTD.
By: /s/ Barry I. Meade
------------------------------
Name: Barry I. Meade
Title: Vice President
Page 9 of 12 pages
<PAGE> 10
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF NOCO PROPERTIES, INC.
<TABLE>
<CAPTION>
Present Principal
Name and Position Occupation or Employment Business Address Citizenship
- ----------------- ------------------------ ---------------- -----------
<S> <C> <C> <C>
B.F. Weatherly; Principal of Amerimark Amerimark Capital Group USA
Director and President Capital Group 1776 Yorktown
Suite 340
Houston, TX 77056
Barry I. Meade; Certified Public Barry I. Meade USA
Director, Vice Accountant; Executive Certified Public Accountant
President, Secretary Officer of various 6814 Northampton Way
and Treasurer companies (including Houston, TX 77055
those associated with
Fred. Olsen interests)
and active partner in
various partnerships
and limited liability
companies
</TABLE>
Page 10 of 12 pages
<PAGE> 11
SCHEDULE I
MEMBERS AND EXECUTIVE OFFICERS OF NOCO MANAGEMENT, LTD.
<TABLE>
<CAPTION>
Present Principal
Name and Position Occupation or Employment Business Address Citizenship
- ----------------- ------------------------ ---------------- -----------
<S> <C> <C> <C>
B.F. Weatherly; Principal of Amerimark Amerimark Capital Group USA
Director and President Capital Group 1776 Yorktown
Suite 340
Houston, TX 77056
Barry I. Meade; Certified Public Barry I. Meade USA
Director, Vice Accountant; Executive Certified Public Accountant
President, Secretary Officer of various 6814 Northampton Way
and Treasurer companies (including Houston, TX 77055
those associated with
Fred. Olsen interests)
and active partner in
various partnerships
and limited liability
companies
J.C. Wallace; Chairman of Fred. Olsen Fred. Olsen Limited Canada
Member and Limited 65 Vincent Square
Vice President London, SW1P 2RX,
England
R.O. Wilson; Chairman of Belmont Belmont Constructors, Inc. USA
Member Constructors, Inc. 2925 Briarpark Drive
</TABLE> Suite 260
Houston, TX 77042
Page 11 of 12 pages
<PAGE> 12
SCHEDULE II
SHAREHOLDING OF FRED. OLSEN ENERGY ASA AND THE CALLON FAMILY
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENTAGE
- ---- ---------------- ----------
<S> <C> <C>
Fred. Olsen Energy ASA................................... 1,839,386 31.9%
John S. Callon........................................... 97,040 1.7%
Betty R. Callon.......................................... 61,837 1.1%
Clover Hill Family Limited Partnership................... 105,000 1.8%
Dorothy Cameron Callon Daniels........................... 39,061 0.7%
Shane Cavin McArthur..................................... 33,882 0.6%
Shane Cavin McArthur C/F Joseph Brennan McArthur......... 6,865 0.1%
Dorothy Cameron Callon Daniels C/F Thomas C. Harrison.... 33,978 0.6%
Carol A. Callon Fuqua.................................... 59,632 1.0%
Carol A. Callon Fuqua C/F Benjamin A. Fuqua.............. 33,978 0.6%
Carol A. Callon Fuqua C/F Robert Daniel Fuqua............ 33,978 0.6%
D. Cane Callon........................................... 57,934 1.0%
D. Cane Callon and Susan W. Callon JT Wros............... 785 0.0%
John Chase Callon........................................ 85 0.0%
Lesa Carol Callon........................................ 95 0.0%
Everett P. Wilshire Trust................................ 8,529 0.2%
Henry T. Thornhill Trust................................. 6,865 0.1%
L.C. Mitchell Trust...................................... 73,515 1.3%
Anna Chase Callon........................................ 59,061 1.0%
Fred L. Callon........................................... 201,556 3.5%
Karen G. Callon.......................................... 25,009 0.4%
Fred L. Callon C/F Heather Brooks Callon................. 67,034 1.2%
Fred L. Callon C/F Lindsay Harrison Callon............... 66,993 1.2%
Fred L. Callon C/F Amy Gay Callon........................ 67,034 1.2%
Fred L. Callon C/F Lauren Winston Callon................. 66,955 1.2%
Sim C. Callon. Jr. TTEE for the Fred L. Callon Childrens
Trust for Lauren Winston Callon........................ 25,215 0.4%
Sim C. Callon. Jr. TTEE for the Fred. L. Callon Childrens
Trust for Lindsay Harrison Callon...................... 25,215 0.4%
Sim C. Callon Jr. TTEE for the Fred. L. Callon Childrens
Trust for Heather Brooks Callon........................ 25,215
Sim C. Callon Jr. TTEE for the Fred. L. Callon Childrens
Trust for Amy Gay Callon................................. 25,215 0.4%
Sim C. Callon............................................ 6,941 0.1%
Vera D. Callon........................................... 28,430 0.5%
Chase Family Limited Partnership......................... 40,000 0.7%
Sim C. Callon, Jr........................................ 45,980 0.8%
Debbie W. Callon......................................... 2,254 0.0%
Tracy Lynette Callon..................................... 11,208 0.2%
Sim C. Callon Jr. C/F Leeanna Callon..................... 30,705 0.5%
Debbie W. Callon C/F Jessie M. Poole..................... 8,904 0.2%
Fred L. Callon TTEE for the Sim C. Callon, Jr. Childrens
Trust for Tracy L Callon............................... 39,215 0.7%
Fred L. Callon TTEE for the Sim C. Callon, Jr. Childrens
Trust for Leeanna Callon............................... 39,215 0.7%
</TABLE>
Page 12 of 12 pages
