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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Callon Petroleum Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
13123X102
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(CUSIP Number)
George G. Young III
Haynes and Boone, L.L.P.
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 547-2081
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 16, 1999
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(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 |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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
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
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CUSIP No. 13123X102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred L. Callon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 663,259
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
663,259
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
657,584
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.61%
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14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 6 Pages
INTRODUCTORY NOTE.
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed on
behalf of Fred L. Callon ("Mr. Callon"), individually, and the Callon
Stockholders, as defined in the Schedule 13D of Callon Petroleum Company
("Callon Petroleum") filed on September 22, 1994 (the "Schedule 13D"), to remove
the Callon Stockholders, other than Mr. Callon, as Reporting Persons under the
Schedule 13D.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
On September 16, 1994, the Callon Stockholders entered into a Stockholders'
Agreement with Callon Petroleum and NOCO Enterprises, L.P. subjecting them to
certain agreements with respect to the voting and disposition of the Common
Stock ("Stockholders' Agreement"). The Stockholders' Agreement was subsequently
amended to include Fred. Olsen Energy ASA and Fred Olsen Energy II (together
with NOCO Enterprises, L.P., referred to herein as "NOCO") as parties thereto.
The Callon Stockholders jointly filed the Schedule 13D as a group solely because
the Callon Stockholders or the Callon Stockholders and NOCO may have been deemed
a "group" within the meaning of Rule 13d-5(b)(1). However, the Callon
Stockholders disclaimed beneficial ownership of the Common Stock owned by NOCO
and the existence of a group with NOCO or any of NOCO's direct or indirect
affiliates. In addition, each Callon Stockholder disclaimed beneficial ownership
of all shares of Common Stock owned by the other Callon Stockholders and the
existence of a group comprised of the Callon Stockholders.
On September 16, 1999, the Stockholders' Agreement terminated. In addition, none
of the Callon Stockholders, with the exception of Mr. Callon, directly or
indirectly beneficially own more than 5% of the shares of Common Stock. Thus the
Callon Stockholders, with the exception of Mr. Callon, are no longer Reporting
Persons for purposes of Rule 13d-1(a) and this Schedule 13D. Mr. Callon
acknowledges that he is a Reporting Person and hereby submits this Amendment No.
1.
The filing of this Amendment No. 1 to Schedule 13D should not be construed as an
admission that each Callon Stockholder (i) constituted a member of a group
comprised of the Callon Stockholders; (ii) constituted a member of group
comprised of the Callon Stockholders and NOCO or any of NOCO's direct or
indirect affiliates; or (iii) was the beneficial owner of the shares of Common
Stock held by the other Callon Stockholders or NOCO. In addition, the filing of
this Schedule 13D shall not be construed as an admission that Mr. Callon is, for
the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, the beneficial owner of any securities covered by this Schedule 13D.
This Item 2 is hereby amended and superseded in its entirety by the following
paragraphs.
Fred L. Callon is the President, Chief Executive Officer and Director of Callon
Petroleum whose offices are at 200 North Canal Street, Natchez, Mississippi
39120. Mr. Callon is a citizen of the United States of America.
In the past five years, Mr. Callon has not (a) been convicted in a criminal
proceeding or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction for which, as a result of such
proceeding, he 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.
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Page 4 of 6 Pages
The Callon Stockholders, with the exception of Fred Callon, (i) do not directly
or indirectly beneficially own more than 5% of Callon Petroleum, (ii) are no
longer a party to any agreement to act together for the purpose of voting or
disposing of the Common Stock, and (iii) are no longer required to file pursuant
to Rule 13d-1(a). Accordingly, the Callon Stockholders are no longer Reporting
Persons hereunder.
ITEM 4. PURPOSE OF TRANSACTION
This Item 4 is hereby amended and superseded in its entirety as follows:
The Stockholders' Agreement terminated on September 16, 1999, ending all
agreements with respect to the voting and disposition of the Common Stock
between the Callon Stockholders and the other parties to the agreement. None of
the Callon Stockholders, with the exception of Mr. Callon, directly or
indirectly beneficially own more than 5% of the shares of common stock of the
issuer. Accordingly, the Callon Stockholders, with the exception of Mr. Callon,
are not required to file on Schedule 13D as Reporting Persons pursuant to Rule
13d-1(a). Mr. Callon continues to be a Reporting Person.
Mr. Callon will review on a continuous basis his investment in the Common Stock.
Mr. Callon may in the future take such actions in respect of his investment in
the Common Stock as he deems appropriate in light of the circumstances existing
from time to time and the appropriateness of such actions given his position as
an executive officer of Callon Petroleum. Currently, these actions include
continuing to hold the shares he 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. Additionally, it is possible
that Mr. Callon could seek to acquire additional shares, although he has no
current plans to do so. Any acquisition of shares could be effected in the open
market, in privately negotiated transactions, or otherwise. Any sales, purchases
or other actions described herein may be made at any time without further prior
notice. In reaching any conclusion as to the foregoing matters, Mr. Callon 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 Mr. Callon, general economic
conditions, the market price for shares of Common Stock and stock market
conditions and general legal constraints.
Certain of the shares of Common Stock beneficially owned by Mr. Callon are held
by him as trustee of the Callon Petroleum Company Employee Savings and
Protection Plan. Contributions and distributions to the Plan are made quarterly,
and Mr. Callon has no discretionary authority over such contributions and
distributions. In addition, Mr. Callon's beneficial ownership of shares held by
him as trustee of certain family trusts and as custodian for certain minor
Callon family members may decrease subject to the terms of the trusts and
custodial arrangements.
As President and Chief Executive Officer of Callon Petroleum, Mr. Callon
regularly explores potential actions and transactions which may be advantageous
to Callon Petroleum. Except as noted above, Mr. Callon has no present plans or
proposals which relate to or would result in any of the actions described in
subparagraph (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and superseded in its entirety as follows:
(a) As of October 11, 1999, Mr. Callon beneficially owns an aggregate of
663,259 shares of Common Stock representing approximately 7.61% of the
shares of Common Stock outstanding on such date. Mr. Callon holds 78,430
shares as trustee of certain Callon family trusts, 133,944 shares as
custodian for certain minor Callon family members, 63,423 shares as trustee
of shares held by the Callon Petroleum Company Employee Savings and
Protection Plan; 80,000 shares subject to options under the Callon
Petroleum 1994 Stock Incentive Plan; and 75,000 shares subject to options
under the Callon Petroleum 1996 Stock Incentive Plan. The shares
beneficially owned by
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Page 5 of 6 Pages
Mr. Callon do not include 25,037 shares owned by his wife over which he
disclaims beneficial ownership.
(b) Mr. Callon has the sole power to vote or to direct the vote and sole power
to dispose or direct the disposition of the Common Stock beneficially owned
by him, subject, in the case of the Callon Petroleum Company Employee
Savings and Protection Plan, to the terms of the Plan.
(c) Pursuant to the terms of the Callon Petroleum Company Employee Savings and
Protection Plan, contributions and distributions to the Plan are made
quarterly. Accordingly, on October 11, 1999, 5,675 shares of Common Stock
were acquired under the Plan and on September 13, 1999, 2,055 shares of
Common Stock were distributed under the Plan. Mr. Callon has no
discretionary authority with respect to such contributions and
distributions. Other than these transactions under the Plan, Mr. Callon was
not involved in any transactions with respect to the Common Stock he
beneficially owns within the last 60 days.
(d) Participants in the Callon Petroleum Company Employee Savings and
Protection Plan, certain trusts of which Mr. Callon is the trustee and the
minor Callon family members for whom Mr. Callon is custodian have the right
to receive dividends from or the proceeds of the sale of the Common Stock
beneficially owned by Mr. Callon.
(e) The Callon Stockholders, with the exception of Mr. Callon, ceased to
beneficially own or possibly be deemed a member of a "group" which
beneficially owned more than 5% of the Common Stock on September 16, 1999,
the date of termination of the Stockholders' Agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and superseded in its entirety as follows:
The Stockholders' Agreement terminated according to its own terms on September
16, 1999.
Mr. Callon is party to a Registration Rights Agreement dated September 16, 1994
(the "Registration Rights Agreement") pursuant to which he is entitled to
require Callon Petroleum to register Common Stock owned by him with the
Securities and Exchange Commission for sale to the public in a firm commitment
public offering and generally to include shares owned by him in registration
statements filed by Callon Petroleum.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and superceded in its entirety as follows:
Exhibit
Number Document Description
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1 -- Joint Filing Agreement dated September 16, 1994, among
the Callon Stockholders (incorporated by reference to
Exhibit E to the Schedule 13D filed by the Callon
Stockholders with the SEC dated September 22, 1994)
2 -- Registration Rights Agreement dated September 16, 1994,
between Callon Petroleum, Fred L. Callon and certain other
stockholders of Callon Petroleum (incorporated by reference
herein to Exhibit C of the Schedule 13D filed by the Callon
Stockholders with the SEC dated September 2, 1994.
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Page 6 of 6 Pages
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: November 5, 1999.
/s/ FRED L. CALLON
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Fred L. Callon
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
