-----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, Ot0LR6MkZhvjORsJ0UG7v+fmKMEtQAh/NUINiMDcBfPYZ4sTmit1dg76N827aDwL OZnTdDOxHA5wonUC73tTag== 0000898318-00-000005.txt : 20000107 0000898318-00-000005.hdr.sgml : 20000107 ACCESSION NUMBER: 0000898318-00-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABRAXAS PETROLEUM CORP CENTRAL INDEX KEY: 0000867665 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742584033 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-41561 FILM NUMBER: 502100 BUSINESS ADDRESS: STREET 1: 500 N LOOP 1604 EAST STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 BUSINESS PHONE: 2104904788 MAIL ADDRESS: STREET 1: 500 N LOOP 1604 EAST STE 100 CITY: SAN ANTONIO STATE: TX ZIP: 78232 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALCYON SLIFKA ALAN B MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001007024 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133093794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123039400 MAIL ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Abraxas Petroleum Corporation ________________________________________ (Name of Issuer) Common Stock ________________________________________ (Title of Class of Securities) 003830106 ________________________________________ (CUSIP Number) December 31, 1999 ________________________________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 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). CUSIP No. 003830106 13G Page 2 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Halcyon/Alan B. Slifka Management Company LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [x] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: New York State NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 2,957,549 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 2,957,549 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,957,549 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 13.04% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IA CUSIP No. 003830106 13G Page 3 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Alan B. Slifka and Company, Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [x] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: New York State NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 2,957,549 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 2,957,549 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,957,549 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 13.04% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC;CO CUSIP No. 003830106 13G Page 4 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Alan B. Slifka 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [x] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 3,466,809 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 3,466,809 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,466,809 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 15.28% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN Page 5 of 12 Pages Item 1. (a) Name of Issuer Abraxas Petroleum Corporation (b) Address of Issuer's Principal Executive Offices 500 N. Loop 1604, East Suite 100 San Antonio, TX 78232 Item 2. (a) Name of Person Filing Halcyon/Alan B. Slifka Management Company LLC (b) Address of Principal Business Office or, if none, Residence 477 Madison Avenue, New York, New York 10022 (c) Citizenship The Filing Persons' citizenships or places of organization are set forth on the cover pages and incorporated herein by reference. (d) Title of Class of Securities Common Stock (e) CUSIP Number 003830106 Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker of dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [x] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); Page 6 of 12 Pages (g) [x] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d-1(b) (1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned The Filing Persons beneficially own the number of shares reflected on the cover pages which are incorporated herein by reference. (b) Percent of class The Filing Person's beneficial ownership on a percentage basis are reflected on the cover pages and are incorporated by reference herein. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: The shares for which the Filing Persons have sole voting powers are set forth on the cover pages and are incorporated herein by reference. (ii) Shared power to vote or to direct the vote: None. (iii) Sole power to dispose or to direct the disposition of: The shares for which the Filing Persons have sole disposition powers are set forth on the cover pages and are incorporated herein by reference. (iv) Shared power to dispose or to direct the disposition of: None. Page 7 of 12 Pages 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 or securities, check the following. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The advisees of Halcyon/Alan B. Slifka Management Company LLC have a right to receive distributions on the proceeds of sale of the shares. All securities reported are owned by the advisees, and each Filing Person disclaims beneficial ownership of such securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Halcyon/Alan B. Slifka Management Company LLC is an adviser registered as such under the Investment Advisers Act of 1940. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 12 Pages 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. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact, duly authorized under Power of Attorney dated February 9, 1999 Dated: January 5, 2000 Page 9 of 12 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Halcyon/Alan B. Slifka Management Company, L.L.C., whose signature appears below, constitutes and appoints James H. Schropp as attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Section 13 and 16 of the Securities and Exchange Act of 1934, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: Alan B. Slifka and Company, Limited Title: Managing Member By: /s/ James Pasquarelli _______________________ Name: James Pasquarelli Title: Treasurer Date: February 9, 1999 Page 10 of 12 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka and Company, Limited, whose signature appears below, constitutes and appoints James H. Schropp as attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Section 13 and 16 of the Securities and Exchange Act of 1934, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof. ALAN B. SLIFKA AND COMPANY, LIMITED By: /s/ James Pasquarelli _______________________ Name: James Pasquarelli Title: Treasurer Date: February 9, 1999 Page 11 of 12 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka, whose signature appears below, constitutes and appoints James H. Schropp as attorney-in- fact and agent for the undersigned solely for the purpose of executing reports required under Section 13 and 16 of the Securities and Exchange Act of 1934, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof. ALAN B. SLIFKA /s/ Alan B. Slifka ___________________ Date: February 9, 1999 Page 12 of 12 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of beneficial interest, no par value $0.01 per share, of Abraxas Petroleum Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: January 5, 2000 ALAN B. SLIFKA AND COMPANY, LIMITED By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: January 5, 2000 ALAN B. SLIFKA By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: January 5, 2000 -----END PRIVACY-ENHANCED MESSAGE-----