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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.___)*
PRIZE ENERGY CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
74267L106
(CUSIP Number)
PHILIP B. SMITH
20 E. 5TH STREET, SUITE 1400
TULSA, OKLAHOMA 74103
(918) 587-5816
(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
FEBRUARY 8, 2000
(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(e), 13d-1(f) or 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 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>
<S> <C>
- ---------- ---------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PHILIP B. SMITH
- ---------- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- ---------- ---------------------------------------------------------------------------------------------------------
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 OF AMERICA
- --------------------- ------- --------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,471,045
------- --------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
------- --------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,471,045
------- --------------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- ---------- ---------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,471,045
- ---------- ---------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- ---------- ---------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.7%
- ---------- ---------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ---------- ---------------------------------------------------------------------------------------------------------
</TABLE>
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 3
The information contained in this Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock"), of
Prize Energy Corp. (formerly known as Vista Energy Resources, Inc.), a Delaware
corporation (the "Company"). The address of the Company's principal executive
offices is 3500 William D. Tate, Suite 200, Grapevine, Texas 76051.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Philip B. Smith, who is
sometimes referred to herein as the "Reporting Person."
(b) The principal business address of the Reporting Person is 20 E. 5th
Street, Suite 1400, Tulsa, Oklahoma 74103.
(c) The Reporting Person is the Chairman and Chief Executive Officer of
the Company, which is an independent oil and gas company focused on the
acquisition, enhancement and exploitation of producing oil and gas properties.
The principal address of the Company is set forth in Item 1 above.
(d) and (e) The Reporting Person has not, during the last five years,
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which 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.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 8, 2000, a wholly-owned subsidiary of the Company was
merged (the "Merger") with and into Prize Natural Resources, Inc. (formerly
known as Prize Energy Corp.), a Delaware corporation ("Old Prize"), pursuant to
an Agreement and Plan of Merger dated October 8, 1999, among the Company, Old
Prize and such subsidiary (the "Merger Agreement").
As a result of the Merger, Old Prize became a wholly-owned subsidiary
of the Company and the stockholders of Old Prize received shares of stock in the
Company constituting 84% of the voting
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 4
shares of the Company. The Reporting Person was the Chairman and Chief Executive
Officer and a stockholder of Old Prize at the time of the Merger.
The issuance of shares of Company stock in the Merger was registered
under the Securities Act of 1933, as amended (the "Securities Act"), on a
Registration Statement on Form S-4 (file number 333-92561) which became
effective on January 13, 2000.
At the time of the Merger, the Reporting Person was also the holder of
employee stock options of Old Prize under which the Reporting Person had the
right to purchase shares of common stock in Old Prize. Pursuant to the Merger
Agreement, these options and the option plan under which they were issued were
assumed and adopted by the Company. Accordingly, the Reporting Person's right to
purchase shares of common stock in Old Prize was converted into the right to
purchase shares of the Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION
The principal purpose of the transaction was to effect a combination of
the assets, properties and businesses of the Company and Old Prize.
The Reporting Person has no present plans, proposals or intention which
relate to or would result in (a) the acquisition by any person of additional
securities of the Company (other than in connection with stock option plans or
other employee benefit plans of the Company), or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board (except that the board
will be expanded to include two or three "independent directors" in order to
satisfy requirements of the Securities and Exchange Commission and the American
Stock Exchange); (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change to the Company's
business or corporate structure (other than the possible consolidation or other
reorganization of the Company's subsidiaries); (g) changes in the Company's
charter or bylaws or other actions which may impede the acquisition of control
of the Company by any person; (h) the Common Stock or any other class of
securities of the Company to be delisted from the American Stock Exchange; (i)
the Common Stock or any other class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to any of
those enumerated above.
As described in Item 6 below, the Reporting Person is party to a Voting
and Shareholders Agreement relating to the voting and disposition of shares of
Common Stock. The Reporting Person is not under any obligation to increase or
decrease his holdings of Common Stock. Depending upon future developments, the
Reporting Person may, in his discretion, develop plans at any time or from
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SCHEDULE 13
CUSIP NO. 74267L106 PAGE 5
time to time which could relate to or result in one or more of the actions or
events described above. The Reporting Person reserves the right to act with
respect to his holdings as he deems in his own best interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The Reporting Person is the beneficial owner of 1,471,045
shares of the Common Stock (the "Shares"), which represent 12.7% of the
outstanding shares of the 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) 84,184 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
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.
(c) Except for the Merger and the acquisition of the Shares therein,
neither the Reporting Person nor any of the persons named in this Item 5 has
effected any transactions in the Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Person is a party to a Voting and Shareholders Agreement
dated February 8, 2000, among the Company and the holders of a majority of the
voting securities of the Company (including all of the former stockholders of
Old Prize), under which the Shares are subject to certain covenants as to the
voting and disposition of the Shares (the "Shareholders Agreement").
The parties to the Shareholders Agreement have agreed to vote their
shares of Common Stock for the election of: (i) one director designated by
management of the Company; (ii) three directors designated by Natural Gas
Partners V, L.P. ("NGP V"); and (iii) two directors designated by Pioneer
Natural Resources USA, Inc. ("Pioneer"). However, on the date on which Pioneer
no longer owns at least 60% of the shares of the Company's convertible preferred
stock initially issued to it in the Merger, or the equivalent number of shares
of the Common Stock obtained upon conversion, Pioneer shall have the right to
designate only one director and NGP V shall have the right to designate four
directors.
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SCHEDULE 13D
CUSIP NO. 74267L106
PAGE 6
The provisions of the Shareholders Agreement regarding election of
directors terminate on the earlier to occur of June 29, 2009, or the date on
which Pioneer no longer owns shares of the Common Stock and shares of the
Company's convertible preferred stock that constitute, on an as converted basis,
at least 16.7% of the Common Stock outstanding.
In addition, under the Shareholders Agreement, the Reporting Person may
not transfer any of the Shares unless all of the other parties to the
Shareholders Agreement have the opportunity to transfer a pro rata portion of
their shares of Common Stock on the same terms. Reference is made to the full
text of the Shareholders Agreement which is filed as an exhibit to this Schedule
13D and incorporated herein.
The Reporting Person is also a party to an Amended and Restated
Registration Rights Agreement dated February 8, 2000, among the Company and the
holders of a majority of the voting securities of the Company (including all of
the former stockholders of Old Prize), under which the Reporting Person has
certain rights with respect to the registration of the Shares under the
Securities Act. Reference is made to the full text of the Amended and Restated
Registration Rights Agreement which is filed as an exhibit to this Schedule 13D
and incorporated herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement and Plan of Merger dated October 8, 1999, among Vista
Energy Resources, Inc. (now named Prize Energy Corp.), Prize Energy
Corp. (now named Prize Natural Resources, Inc.) and PEC Acquisition
Corp.*
Exhibit B - Voting and Shareholders Agreement dated as of February 8, 2000,
among Prize Energy Corp. (formerly known as Vista Energy Resources,
Inc.) and all of the former stockholders of Prize Natural Resources,
Inc. (formerly known as Prize Energy Corp.), including Philip B.
Smith.**
Exhibit C - Amended and Restated Registration Rights Agreement dated as of
February 8, 2000, among Prize Energy Corp. (formerly known as Vista
Energy Resources, Inc.), all of the former stockholders of Prize
Natural Resources, Inc. (formerly known as Prize Energy Corp.),
including Philip B. Smith, and certain other stockholders of Prize
Energy Corp.**
- ----------------
* Included in the Registration Statement on Form S-4, as amended (File No.
333-92561), of Vista Energy Resources, Inc. (now named Prize Energy Corp.),
initially filed with the Securities and Exchange Commission on December 10,
1999, and incorporated herein by reference.
** Filed with the Securities and Exchange Commission as an Exhibit to the
statement on Schedule 13D of Lon C. Kile relating to Prize Energy Corp.,
filed on February 17, 2000, and incorporated herein by reference.
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 7
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: February 17, 2000 /s/ Philip B. Smith
---------------------------
Philip B. Smith
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SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 8
EXHIBIT INDEX
Exhibit A - Agreement and Plan of Merger dated October 8, 1999, among Vista
Energy Resources, Inc. (now named Prize Energy Corp.), Prize Energy
Corp. (now named Prize Natural Resources, Inc.) and PEC Acquisition
Corp.*
Exhibit B - Voting and Shareholders Agreement dated as of February 8, 2000,
among Prize Energy Corp. (formerly known as Vista Energy Resources,
Inc.) and all of the former stockholders of Prize Natural Resources,
Inc. (formerly known as Prize Energy Corp.), including Philip B.
Smith.**
Exhibit C - Amended and Restated Registration Rights Agreement dated as of
February 8, 2000, among Prize Energy Corp. (formerly known as Vista
Energy Resources, Inc.), all of the former stockholders of Prize
Natural Resources, Inc. (formerly known as Prize Energy Corp.),
including Philip B. Smith, and certain other stockholders of Prize
Energy Corp.**
- ----------------
* Included in the Registration Statement on Form S-4, as amended (File No.
333-92561), of Vista Energy Resources, Inc. (now named Prize Energy Corp.),
initially filed with the Securities and Exchange Commission on December 10,
1999, and incorporated herein by reference.
** Filed with the Securities and Exchange Commission as an Exhibit to the
statement on Schedule 13D of Lon C. Kile relating to Prize Energy Corp.,
filed on February 17, 2000, and incorporated herein by reference.
