<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
-----
CORNERSTONE NATURAL GAS INC (formerly ENDEVCO, INC.)
------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value (upon conversion of $9.50 Series A
Cumulative Convertible Exchangeable Preferred Stock
------------------------------------------------------------------
(Title of Class of Securities)
292586104
----------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages(s))
Page 1 of 4 Pages
<PAGE> 2
PAGE 2 OF 4 PAGES
Item 1(a). Name of Issuer:
Cornerstone Natural Gas Inc. (formerly Endevco Inc)
Item 1(b). Address of Issuer's Principal Executive Offices:
Suite 1200
8080 N. Central Expressway
Dallas, Texas 75206
Item 2(a). Name of Person Filing:
The Travelers Corporation
Item 2(b). Address of Principal Business Office, or, if none, Residence:
One Tower Square
Hartford, Connecticut 06183
Item 2(c). Place of organization:
Connecticut
Item 2(d). Title of Class of Securities:
Common Stock, $.10 par value
Item 2(e). CUSIP Number:
292586104
Item 3. If this statement is filed pursuant to Rules 13D-1(b), or
13D-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
<PAGE> 3
PAGE 3 OF 4 PAGES
Item 4. Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
N/A
(b) Percent of Class:
N/A
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: N/A
(ii) shared power to vote or to direct the vote: N/A
(Note: See 4(a) above)
(iii) sole power to dispose or to direct the disposition of:
N/A
(iv) shared power to dispose or to direct the disposition of:
N/A (Note: See 4(a) above)
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
<PAGE> 4
PAGE 4 OF 4 PAGES
Item 10. Certification:
The following certificate shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above where acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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.
<TABLE>
<S> <C>
Dated: December 30, 1993 THE TRAVELERS CORPORATION
By /s/ Thomas A. Klee
-------------------------
Title: Counsel and Assistant
Corporate Secretary
</TABLE>
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
-----
ENDEVCO, INC.
------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value (upon conversion of $9.50 Series A
Cumulative Convertible Exchange Preferred Stock
------------------------------------------------------------------
(Title of Class of Securities)
292586104
---------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages(s))
Page 1 of 6 Pages
<PAGE> 6
<TABLE>
<S> <C> <C>
Cusip No. 292586104 13G Page 2 of 6 Pages
----------------
</TABLE>
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Travelers Corporation
I.R.S. No. 06-0807418
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
2 (a) [ ]
N/A (b) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Connecticut
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
88,235 (upon conversion of $9.50 Series A Cumulative
Convertible Exchangeable Preferred Stock)
NUMBER OF ----------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,382,355 (upon conversion of $9.50 Series A Cumulative
OWNED BY Convertible Exchangeable Preferred Stock)
EACH ----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 88,235 (upon conversion of $9.50 Series A Cumulative
WITH Convertible Exchangeable Preferred Stock)
----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,382,355 (upon conversion of $9.50 Series A Cumulative
Convertible Exchangeable Preferred Stock)
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,470,590 (upon conversion of $9.50 Series A Cumulative Convertible
Exchangeable Preferred Stock)
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 N/A
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED IN AMOUNT IN ROW 9
11
16.1% (excluding shares upon conversion of $9.50 Series A Cumulative
Convertible Exchangeable Preferred Stock)
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12
HC
- -------------------------------------------------------------------------------
<PAGE> 7
PAGE 3 OF 6 PAGES
Item 1(a). Name of Issuer:
Endevco, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Cornerstone Plaza
Suite 1200
8080 N. Central Expressway
Dallas, Texas 75206
Item 2(a). Name of Person Filing:
The Travelers Corporation
Item 2(b). Address of Principal Business Office, or, if none, Residence:
One Tower Square
Hartford, Connecticut 06183
Item 2(c). Place of organization:
Connecticut
Item 2(d). Title of Class of Securities:
Common Stock, $.10 par value
Item 2(e). CUSIP Number:
292586104
Item 3. If this statement is filed pursuant to Rules 13D-1(b), or
13D-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
<PAGE> 8
PAGE 4 OF 6 PAGES
Item 4. Ownership:
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
1,470,590 (upon conversion of $9.50 Series A Cumulative
Convertible Exchangeable Preferred Stock)
(b) Percent of Class:
16.1% (upon conversion of $9.50 Series A Cumulative
Convertible Exchangeable Preferred Stock)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 88,235*
(ii) shared power to vote or to direct the vote: 1,382,355*
(Note: See 4(a) above)
(iii) sole power to dispose or to direct the disposition of:
88,235*
(iv) shared power to dispose or to direct the disposition of:
1,382,355* (Note: See 4(a) above)
* Upon conversion of $9.50 Series A Cumulative Convertible Exchangeable
Preferred Stock)
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
<PAGE> 9
PAGE 5 OF 6 PAGES
Item 10. Certification:
The following certificate shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above where acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
<TABLE>
<S> <C>
Dated: February 13, 1992 THE TRAVELERS CORPORATION
By /s/ John E. Winters
-----------------------
Title: Vice President
</TABLE>
<PAGE> 10
PAGE 6 OF 6 PAGES
EXHIBIT A
RELEVANT SUBSIDIARIES (Item 7)
<TABLE>
<CAPTION>
Item 3
Identity Classification
-------- --------------
<S> <C> <C>
1. The Travelers Indemnity Company (c) Insurance Company
2. The Travelers Indemnity Co. of (c) Insurance company
Rhode Island
3. The Prospect Co. Other
</TABLE>
The Travelers Corporation owns 100% of The Travelers Indemnity Company and The
Prospect Co. The Travelers Indemnity Company owns 100% of The Phoenix
Insurance Company which owns 100% of The Travelers Indemnity Co. of Rhode
Island
