SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
DLB Oil and Gas, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
23322J101
(CUSIP Number)
Gary W. Derrick
Derrick & Briggs
Liberty Tower, 20th Floor
100 N. Broadway Avenue
Oklahoma City, Oklahoma 73102
(405) 235-1900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1996
(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 reporting
person: (1) has a previous statement on file reporting benefi-
cial ownership of more than five percent of the class of securi-
ties described in Item 1; and (2) has filed no amendment subse-
quent 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.
13D
CUSIP NO. 23322J101 PAGE 2 OF PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Davidson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
7,500,600
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,500,600
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8%
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. SECURITY AND COMPANY.
This statement relates to the Common Stock, par value
$.001 per share, of DLB Oil & Gas, Inc. (the "Company"), which
completed its initial public offering of common stock and became
subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, on July 25, 1995. The principal execu-
tive offices of the Company are located at 1601 N.W. Expressway,
Suite 700, Oklahoma City, Oklahoma 73118-1401.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Charles E. Davidson,
Chairman of the Board of the Company.
(b) His business address is 411 West Putnam Ave.,
Greenwich Connecticut 06830.
(c) He is the Managing Partner of Wexford Capital
Corporation, a private investment firm. He is also Chairman of
the Board of Resurgence Properties, Inc. and of Presidio Capital,
Inc. The address for these businesses is disclosed in (b) above.
(d) He has not, during the last five years, been
convicted in any criminal proceeding.
(e) He has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and is not subject to a judgement,
decree or final order enjoining future violation, of, or prohib-
iting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
(f) He is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Davidson's shares of the Company's common stock
were primarily acquired in the merger of Davidson Oil & Gas,
Inc., a corporation owned solely by him, with and into the
Company, which was the surviving corporation in the merger. Mr.
Davidson purchased his shares of Davidson Oil & Gas, Inc. with
personal funds as a part of its initial capitalization. His
total contributed capital (whether to the Company or Davidson Oil
& Gas, Inc.) as of July 25, 1995 (the date of the Company's
initial public offering) was $23,391,083.
On June 4, 1996, Mr. Davidson, through his individual
retirement account, has purchased for cash 100,600 additional shares
in the open market for $7.00 per share.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Davidson holds his shares for investment and has no
plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Compa-
ny, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorgani-
zation 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; (e) any
material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's
charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to section 12(g)(4) of the
Act; or (j) any action similar to any of those enumerated above.
Charles E. Davidson reserves the right, and at any time
or from time to time may, (i) acquire, or agree to acquire, additional
shares of Common Stock or other securities of or relating to the
Company, (ii) sell, or agree to sell, some or all such shares of
Common Stock or such other securities of or relating to the Company
owned by Charles E. Davidson in each such case in the open market, in
negotiated transactions, or otherwise, (iii) make or receive proposals
and enter into negotiations with respect to such transactions and/or
(iv) surrender such shares of Common Stock or such other securities of
or relating to the Company owned by Charles E. Davidson in connection
with any merger, tender offer or other acquisition transaction
involving the Company. Charles E. Davidson's decisions in such regard
will be based upon the prevailing price of the shares of Common
Stock or other such securities in the open market, and/or in any
negotiated transactions, the value of the consideration being offered
in any merger, tender offer or other acquisition transaction involving
the securities of the Company, tax considerations and any other relevant
factors.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Mr. Davidson beneficially owns 7,500,600 shares of
the Company' common stock, which based on the 12,975,000 shares
stated as outstanding on the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1996, represents approximately 57.8%
of the outstanding common stock.
(b) Mr. Davidson has sole power to vote and dispose of
the above shares.
(c) Mr. Davidson acquired shares of the Company's
common stock on July 20, 1995, when Davidson Oil & Gas, Inc., a
corporation owned solely by him, was merged into the Company,
which was the surviving corporation in the merger. Mr. Davidson
also acquired, on June 4, 1996, 100,600 additional shares on the
NASDAQ market at a price of $7.00 per share.
(d) n/a
(e) n/a
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
Mr. Davidson, Mike Liddell and Mark Liddell entered
into a Shareholder Agreement, which became effective July 25,
1995 (the date of the initial public offering). Under the
Shareholder Agreement, each party agreed that he will vote his
shares of the Company common stock for the election of the other
parties to the Company's Board of Directors. If any party
proposes to sell or transfer any of his shares of the company
common stock, the other parties have the right to sell a like
portion of their shares for the same price and on the same terms
and conditions as the proposed sale. Certain transfers are
excluded from this provision, including shares sold pursuant to
Rule 144 and transfers to family members and upon death. The
Shareholder Agreement will terminate July 25, 2005, or earlier in
the event of the bankruptcy of the Company or any similar event.
Mr. Davidson has given Mike Liddell and Mark Liddell the right,
upon his death, to vote the shares of the Company common stock
then held by him for the remaining term of the agreement and for
a period of three years thereafter.
Mike Liddell beneficially owns 1,332,500 shares of the
Company's common stock, representing 10.2% of the issued and
outstanding common stock. Mark Liddell beneficially owns
1,332,500 shares of the Company's common stock, representing
10.2%. of the issued and outstanding common stock. Mr. Davidson
disclaims beneficial ownership of the shares owned by Mike
Liddell and Mark Liddell.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Shareholder's Agreement by an among Charles E.
Davidson, Mike Liddell and Mike Liddell (This Exhibit was previ-
ously filed as Exhibit 10.12 to the Company's Form S-1 Registra-
tion Statement, as amended, and the same is incorporated herein
by reference.)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
June 7, 1996
___________________________________
___________________________________
Signature
___________________________________
Charles E. Davidson
(Name)
