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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PRIZE ENERGY CORP.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
74267L106
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(CUSIP Number)
PHILIP B. SMITH
20 E. 5TH STREET, SUITE 1400
TULSA, OKLAHOMA 74103
(918) 587-5816
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
ROBERT A. CURRY
CONNER & WINTERS
A PROFESSIONAL CORPORATION
3700 FIRST PLACE TOWER
15 E. 5TH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
MARCH 31, 2000
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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 Section 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 Section 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
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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 2
<TABLE>
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<S> <C> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PHILIP B. SMITH
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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 (See Instructions) OO
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5 CHECK 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
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER 1,471,045
SHARES -------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY EACH -------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,471,045
PERSON -------------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,471,045
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.1%*
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14 TYPE OF REPORTING PERSON (See Instructions) IN
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</TABLE>
* Assumes the conversion of 3,984,197 shares of Series A 6% Convertible
Preferred Stock of the Company owned by Pioneer Natural Resources USA, Inc. into
3,984,197 shares of Common Stock of the Company and the purchase by the Company
of 1,346,482 of such shares of Common Stock.
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 3
This Amendment No. 1 amends the Schedule 13D originally filed on February
17, 2000 (the "Schedule 13D"), by Philip B. Smith and relates to shares of
common stock, par value $.01 per share ("Common Stock"), of Prize Energy Corp.
(formerly known as Vista Energy Resources, Inc.), a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 3500
William D. Tate, Suite 200, Grapevine, Texas 76051. Capitalized terms used
without definition in this Amendment No. 1 shall have the respective meanings
ascribed to them in the Schedule 13D. Use of the words "herein" and "hereof" are
references to the Schedule 13D, as amended by this Amendment No. 1.
ITEM 1. SECURITY AND ISSUER
No modification.
ITEM 2. IDENTITY AND BACKGROUND
No modification.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended by adding the following to the
end thereof:
On March 31, 2000, a change in the percentage ownership of the Reporting
Person occurred solely as a result of the conversion of 3,984,197 shares of
Series A 6% Convertible Preferred Stock of the Company owned by Pioneer Natural
Resources USA, Inc. into 3,984,197 shares of Common Stock and the purchase by
the Company of 1,346,482 of such shares of Common Stock. Therefore, no funds or
consideration were expended by the Reporting Person.
ITEM 4. PURPOSE OF THE TRANSACTION
No modification.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Parts (a) and (b) of Item 5 of the Schedule 13D are hereby replaced in
their entirety as follows:
(a) and (b) The Reporting Person is the beneficial owner of 1,471,045
shares of Common Stock (the "Shares"), which represent 11.1% of the outstanding
shares of Common Stock. The Reporting Person has the sole power to vote and
dispose of the Shares. Of the Shares: (i) 356,257 are held by the Reporting
Person in his individual capacity; (ii) 84,134 are held by the Reporting Person
in his capacity as trustee of the Scott C. Smith Irrevocable Trust, of which the
principal beneficiary is the son of the Reporting Person; (iii) 84,134 are held
by the Reporting Person in his capacity as trustee of the Laura L. Smith
Irrevocable Trust, of which the principal beneficiary is the
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 4
daughter of the Reporting Person; and (iv) 946,520 are issuable upon exercise of
stock options which are currently exercisable at an exercise price of $7.84 per
share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No modification.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No modification.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 6, 2000 /s/ Philip B. Smith
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Philip B. Smith
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than the executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
