-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOs/jmw0YROi3cZxAlDg3F1wdl8S9EJOhhQd885i8sYO4mOauwKCETbcGsJE20zF vO2sPR2f1FF7IYV5U/TQ9A== 0000780200-98-000201.txt : 19981020 0000780200-98-000201.hdr.sgml : 19981020 ACCESSION NUMBER: 0000780200-98-000201 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981019 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSTOCK RESOURCES INC CENTRAL INDEX KEY: 0000023194 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941667468 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38546 FILM NUMBER: 98727413 BUSINESS ADDRESS: STREET 1: 5005 LBJ FRWY STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2147012000 MAIL ADDRESS: STREET 1: 5005 LBJ FREEWAY STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: COMSTOCK TUNNEL & DRAINAGE CO DATE OF NAME CHANGE: 19880121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPRESSION INC CENTRAL INDEX KEY: 0001015363 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731424038 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SAMSPN PLAZA STREET 2: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185911006 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 Comstock Resources, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 205768203 (CUSIP Number) Annabel M. Jones Assistant General Counsel - Corporate Affairs Two West Second Street Tulsa, Oklahoma 74103 (918) 591-1006 (918) 591-1718 (facsimile) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1998 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the following box. [ ] CUSIP No. 205768203 1 1) Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Compression, Inc.; 73-1424038 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) AF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place or Organization - Oklahoma 7) Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power - 3,101,400 8) Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power - -0- 9) Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power - 3,101,400 10) Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power - -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person - 3,101,400 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11)- 12.75% 14) Type of Reporting Person (See Instructions) CO 2 1) Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) - C. Philip Tholen 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3) SEC Use Only 4) Source of Funds (See Instructions) PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place or Organization - Oklahoma 7) Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power - 22,600 8) Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power - 3,124,000 9) Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power - 22,600 10) Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power - 3,124,000 11) Aggregate Amount Beneficially Owned by Each Reporting Person - 3,124,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) - 12.84% 14) Type of Reporting Person (See Instructions) IN 3 Amendment to Statement on Schedule 13D This Amendment No. 3 to Statement on Schedule 13D (this "Amendment") amends the Statement on Schedule 13D dated September 1, 1998, as amended on September 10, 1998 and September 14, 1998 (the "Statement") of Compression, Inc., an Oklahoma corporation ("Compression") and a wholly-owned subsidiary of Samson Investment Company ("Samson"), and C. Philip Tholen, an individual ("Tholen") with respect to shares of the common stock, par value of $.50 per share (the "Common Stock") of Comstock Resources, Inc., a Nevada corporation ("Issuer"). Capitalized terms used but not defined herein are defined in the Statement and are used herein with the same meanings ascribed thereto in the Statement. Item 3. Source and Amount of Funds or Other Consideration Compression, through an advance from its parent, Samson, has paid $2,515,400 for the shares of Common Stock of Issuer reported by this Amendment. C. Philip Tholen, through the personal funds of his family limited partnership, has paid $36,638.20 for the shares of Common Stock of Issuer which are beneficially owned by Mr. Tholen. Item 5. Interest in Securities of the Issuer (a) See Line 11 on cover page of this Form 13D for each of Compression and Mr. Tholen. (b) See Lines 7 through 10 on cover page of this Form 13D for each of Compression and Mr. Tholen. (c) The following chart sets forth the purchases of Common Stock in Issuer made by Compression since the filing date of the Statement, as amended on September 10, 1998. All of such purchases were made in brokerage transactions through the open market. The percentage of ownership disclosed below is based on 24,320,863 outstanding shares, the number of outstanding shares in Issuer as reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. Total Shares % No. of Shares Price Per Share Date Owned Owned 5,200 $5 5/16 10/5/98 see below see below 10,000 $5 5/16 10/5/98 see below see below 5,000 $5 5/16 10/5/98 see below see below 5,000 $5 1/4 10/5/98 see below see below 10,000 $5 3/16 10/5/98 2,382,000 9.7941% 4 10,000 $5 10/6/98 see below see below 10,000 $4 15/16 10/6/98 2,402,000 9.8763% 10,000 $4 9/16 10/7/98 see below see below 5,000 $4 5/16 10/7/98 2,417,000 9.9380% 2,500 $3 7/8 10/8/98 2,419,500 9.9482% 207,000 $3 1/4 10/15/98 see below see below 292,400 $3 3/16 10/15/98 see below see below 100,000 $3 3/16 10/15/98 see below see below 82,500 $3 1/8 10/15/98 3,101,400 12.7520% Mr. Tholen has, since September 10, 1998, purchased the following shares of Common Stock in Issuer: Total Shares % No. of Shares Price Per Share Date Owned Owned 9,900 $3 1/4 10/15/98 see below see below 1,400 $3 3/16 10/15/98 22,600 .0923% (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 Common Stock. (e) Not applicable. Item 7. Material to Be Filed as Exhibits Exhibit No. 7.1 Power of Attorney from C. Philip Tholen (previously filed as Exhibit 7.1 to Schedule 13D filed by Compression on September 1, 1998) 5 Signature. 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: October 19, 1998 Signature /s/ Dennis R. Neill ---------------- Name/Title: Dennis R. Neill President Compression, Inc. Signature /s/ Dennis R. Neill ---------------- Dennis R. Neill as Attorney-in-Fact for C. Philip Tholen 6 -----END PRIVACY-ENHANCED MESSAGE-----