-----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, PNrtiRr7QtUyhip+s23XTHeb9guIYOWpuvsUKXh5IfT95Or2zPvn1W+4ZFJA4keK XxfrJb11YpUuvgvfNNXmLA== 0000914317-99-000018.txt : 19990122 0000914317-99-000018.hdr.sgml : 19990122 ACCESSION NUMBER: 0000914317-99-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990121 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: INSTITUTIONAL, L.P. GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD ADVISORS, LLC GROUP MEMBERS: WEXFORD CAPITAL CORPORATION GROUP MEMBERS: WEXFORD CAPITAL LIMITED GROUP MEMBERS: WEXFORD CAPITAL PARTNERS II, L.P. GROUP MEMBERS: WEXFORD MANAGEMENT LLC GROUP MEMBERS: WEXFORD OVERSEAS PARTNERS I, L.P. GROUP MEMBERS: WEXFORD SPECIAL SITUATIONS 1996 GROUP MEMBERS: WEXFORD SPECIAL SITUATIONS 1996, L.P. GROUP MEMBERS: WEXFORD SPECIAL SITUATIONS 1996, LIMITED GROUP MEMBERS: WEXFORD SPECTRUM ADVISORS, LLC GROUP MEMBERS: WEXFORD SPECTRUM INVESTORS LLC GROUP MEMBERS: WEXFORD-EURIS ADVISORS, LLC GROUP MEMBERS: WEXFORD-EURIS SPECIAL SITUATIONS 1996, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULFPORT ENERGY CORP CENTRAL INDEX KEY: 0000874499 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731521290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51297 FILM NUMBER: 99509038 BUSINESS ADDRESS: STREET 1: 6307 WATERFORD BLVD STREET 2: SUTIE 100 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118-1401 BUSINESS PHONE: 4058488808 MAIL ADDRESS: STREET 1: 3303 FM 1960 W STREET 2: STE 460 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: WRT ENERGY CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN RESOURCE TECHNOLOGIES INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) GULFPORT ENERGY CORPORATION (Name of issuer) Common Stock, $.01 Par Value Per Share (Title of class of securities) 402635-10-6 (CUSIP number) Arthur H. Amron Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7012 (Name, address and telephone number of person authorized to receive notices and communications) November 20, 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 which is the subject of this Schedule 13D, and is filing this schedule because ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7 Page 1 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Management LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization Connecticut Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 27,561,406 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 27,561,406 11. Aggregate Amount Beneficially Owned by Each Reporting Person 27,561,406 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 16.0% 14. Type of Reporting Person (See Instructions) OO Page 2 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Spectrum Investors LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 172,492 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 172,492 11. Aggregate Amount Beneficially Owned by Each Reporting Person 172,492 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) OO Page 3 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Spectrum Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 172,492 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 172,492 11. Aggregate Amount Beneficially Owned by Each Reporting Person 172,492 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) OO Page 4 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Special Situations 1996, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 9,339,539 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 9,339,539 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,339,539 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 5.4% 14. Type of Reporting Person (See Instructions) PN Page 5 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Special Situations 1996 Institutional, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 1,557,600 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 1,557,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,557,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.9% 14. Type of Reporting Person (See Instructions) PN Page 6 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 11,316,477 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 11,316,477 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,316,477 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person (See Instructions) OO Page 7 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,660,525 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,660,525 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,525 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.5% 14. Type of Reporting Person (See Instructions) PN Page 8 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford-Euris Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,660,525 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,660,525 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,525 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.5% 14. Type of Reporting Person (See Instructions) PN Page 9 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Special Situations 1996, Limited I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 419,338 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 419,338 11. Aggregate Amount Beneficially Owned by Each Reporting Person 419,338 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.2% 14. Type of Reporting Person (See Instructions) OO Page 10 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Capital Partners II, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 11,302,204 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 11,320,204 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,302,204 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person (See Instructions) PN Page 11 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Capital Corporation I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 11,302,204 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 11,302,204 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,302,204 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person (See Instructions) CO Page 12 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Overseas Partners I, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,109,708 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,109,708 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,708 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) PN Page 13 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Capital Limited I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,109,708 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,109,708 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,708 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) OO Page 14 of 24 Pages No. 402635-10-6 1. Names of Reporting Persons. Charles E. Davidson I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization United States Number of Shares 7. Sole Voting Power 66,952,665 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 27,561,406 Reporting Person With 9. Sole Dispositive Power 66,952,665 10. Shared Dispositive Power (see Item 5 below) 27,561,406 11. Aggregate Amount Beneficially Owned by Each Reporting Person 94,514,071 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 54.86% 14. Type of Reporting Person (See Instructions) IN Page 15 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Joseph M. Jacobs I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 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 of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 27,561,406 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 27,561,406 11. Aggregate Amount Beneficially Owned by Each Reporting Person 27,561,406 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 16.0% 14. Type of Reporting Person (See Instructions) IN Page 16 of 24 Pages This Amendment No. 3 to Schedule 13D modifies and supplements the Schedule 13D (the "Statement") initially filed on July 22, 1997, amended and restated in its entirely by Amendment No. 1 to the Statement filed July 30, 1997, and further amended by Amendment No. [sic] 1 to the Statement filed on June 12, 1998, with respect to the common stock, $0.01 par value per share (the "Common Stock"), of GULFPORT ENERGY CORPORATION, a Delaware corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 3, the Statement, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement. Item 5. Interest in Securities of the Issuer. A. Since the date of the last amendment to the Statement filed as aforesaid, the Reporting Persons acquired (i) on or about July 22, 1998, an aggregate of 35,848 shares of Common Stock in a pro-rata distribution to all holders of an Allowed Claim within Class D-3 pursuant to, as defined in, and in accordance with, the provisions of the Plan, and (ii) an aggregate of 92,082,704 shares of Common Stock upon the exercise of Rights acquired by the Reporting persons pursuant to the Plan, at an exercise price of $.05 per Right. The exercise price was paid by with working capital (or personal funds in the case of Mr. Davidson) by a combination of cash and the forgiveness of indebtedness at an equivalent per share value owed to the Reporting Persons by the Company. The number of shares acquired by each of the Reporting Persons pursuant to each of the foregoing transactions is set forth below: 1. INTERIM DISTRIBUTION
Reporting Person Number of Shares Acquired ---------------- ------------------------- Wexford Special Situations 1996, L.P. 7,426 Wexford Special Situations 1996 Institutional, L.P. 1,027 Wexford-Euris Special Situations 1996, L.P. 2,346 Wexford Special Situations 1996, Limited 278 Wexford Capital Partners II, L.P. 20,875 Wexford Overseas Partners I, L.P. 3,896
2. EXERCISE OF RIGHTS
Number of Reporting Person Shares Acquired Cash Paid Debt Forgiven ---------------- --------------- --------- ------------- Wexford Spectrum Investors LLC 157,798 $3,761.54 $4,128.34 Wexford Special Situations 1996, L.P. 8,543,939 $205,803.86 $221,393.10 Wexford Special Situations 1996 1,424,914 $34,270.97 $36,974.71 Institutional, L.P. Wexford-Euris Special Situations 1996, L.P. 2,433,885 $58,698.95 $62,995.29 Wexford Special Situations 1996, Limited 383,616 $9,226.05 $9,954.77 Wexford Capital Partners II, L.P. 10,339,412 $252,335.00 $264,635.61 Wexford Overseas Partners I, L.P. 1,929,990 $47,101.56 $49,397.94 Charles E. Davidson 66,869,450 $417,092.17 $2,926,365.34
Page 17 of 24 Pages B. In addition to the foregoing, on December 30, 1998, Charles E. Davidson sold an aggregate of 6,143,258 shares of Common Stock beneficially owned solely by him in a private transaction at a price of $.01 per share. C. As a result of the foregoing, the Reporting Persons may be deemed to beneficially own the respective percentages and numbers of outstanding shares of Common Stock set forth below (on the basis of 172,260,305 shares of Common Stock issued and outstanding, which, based upon the Form 8-K of the Company, filed December 21, 1998, is the number of Shares outstanding as of December 18, 1998): 1. WEXFORD MANAGEMENT LLC (a) Aggregate number of shares of Common Stock beneficially owned: 27,561,406 Percentage: 16.0% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 27,561,406 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 27,561,406 (c) Other than as reported above, there were no transactions by Wexford Management in connection with the Common Stock during the past 60 days. (d) Wexford Management may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 2. WEXFORD SPECTRUM INVESTORS LLC (a) Aggregate number of shares of Common Stock beneficially owned: 172,492 Percentage: 0.1% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 172,492 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 172,492 (c) Other than as reported above, there were no transactions by Wexford Spectrum in connection with the Common Stock during the past 60 days. (d) Wexford Spectrum may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. Page 18 of 24 Pages 3. WEXFORD SPECTRUM ADVISORS, LLC (a) Aggregate number of shares of Common Stock beneficially owned: 172,492 Percentage: 0.1% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 172,492 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 172,492 (c) Other than as reported above, there were no transactions by the Spectrum General Partner in connection with the Common Stock during the past 60 days. (d) The Spectrum General Partner may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 4. WEXFORD SPECIAL SITUATIONS 1996, L.P. (a) Aggregate number of shares of Common Stock beneficially owned: 9,339,539 Percentage: 5.4% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 9,339,539 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 9,339,539 (c) Other than as reported above, there were no transactions by Wexford Special Situations 1996, L.P. in connection with the Common Stock during the past 60 days. (d) Wexford Special Situations 1996, L.P. may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 5. WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, L.P. (a) Aggregate number of shares of Common Stock beneficially owned: 1,557,600 Percentage: 0.9% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 1,557,600 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 1,557,600 (c) Other than as reported above, there were no transactions by Wexford Special Situations 1996 Institutional, L.P. in connection with the Common Stock during the past 60 days. (d) Wexford Special Situations 1996 Institutional, L.P. may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. Page 19 of 24 Pages 6. WEXFORD ADVISORS, LLC (a) Aggregate number of shares of Common Stock beneficially owned: 11,316,477 Percentage: 6.6% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 11,316,477 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 11,316,477 (c) Other than as reported above, there were no transactions by the Special General Partner in connection with the Common Stock during the past 60 days. (d) The Special General Partner may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 7. WEXFORD-EURIS SPECIAL SITUATIONS 1996, L.P. (a) Aggregate number of shares of Common Stock beneficially owned: 2,660,525 Percentage: 1.5% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,660,525 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,660,525 (c) Other than as reported above, there were no transactions by Wexford-Euris in connection with the Common Stock during the past 60 days. (d) Wexford-Euris may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 8. WEXFORD-EURIS ADVISORS, LLC (a) Aggregate number of shares of Common Stock beneficially owned: 2,660,525 Percentage: 1.5% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,660,525 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,660,525 (c) Other than as reported above, there were no transactions by the Euris General Partner in connection with the Common Stock during the past 60 days. (d) The Euris General Partner may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. Page 20 of 24 Pages 9. WEXFORD SPECIAL SITUATIONS 1996, LIMITED (a) Aggregate number of shares of Common Stock beneficially owned: 419,338 Percentage: 0.2% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 419,338 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 419,338 (c) Other than as reported above, there were no transactions by Wexford Cayman in connection with the Common Stock during the past 60 days. (d) Wexford Cayman may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. The filing of this Statement shall not be construed as an admission that Wexford Cayman is, for the purposes of Section 13D of the Act, the beneficial owner of any securities covered by this Statement. (e) Not applicable. 10. WEXFORD CAPITAL PARTNERS II, L.P. (a) Aggregate number of shares of Common Stock beneficially owned: 11,302,204 Percentage: 6.6% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 11,302,204 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 11,302,204 (c) Other than as reported above, there were no transactions by Wexford Capital in connection with the Common Stock during the past 60 days. (d) Wexford Capital may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 11. WEXFORD CAPITAL CORPORATION (a) Aggregate number of shares of Common Stock beneficially owned: 11,302,204 Percentage: 6.6% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 11,302,204 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 11,302,204 (c) Other than as reported above, there were no transactions by the Wexford Capital General Partner in connection with the Common Stock during the past 60 days. (d) The Wexford Capital General Partner may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. Page 21 of 24 Pages 12. WEXFORD OVERSEAS PARTNERS I, L.P. (a) Aggregate number of shares of Common Stock beneficially owned: 2,109,708 Percentage: 1.2% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,109,708 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,109,708 (c) Other than as reported above, there were no transactions by Wexford Overseas in connection with the Common Stock during the past 60 days. (d) Wexford Overseas may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 13. WEXFORD CAPITAL LIMITED (a) Aggregate number of shares of Common Stock beneficially owned: 2,109,708 Percentage: 1.2% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 2,109,708 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 2,109,708 (c) Other than as reported above, there were no transactions by the Wexford Overseas General Partner in connection with the Common Stock during the past 60 days. (d) The Wexford Overseas General Partner may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. 14. CHARLES E. DAVIDSON (a) Aggregate number of shares of Common Stock beneficially owned: 94,514,071 Percentage: 54.86% (b) 1. Sole power to vote or to direct vote: 66,952,655 2. Shared power to vote or to direct vote: 27,561,406 3. Sole power to dispose or to direct the disposition: 66,952,655 4. Shares power to dispose or to direct the disposition: 27,561,406 (c) Other than as reported above, there were no transactions by Mr. Davidson in connection with the Common Stock during the past 60 days. (d) Mr. Davidson may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. Page 22 of 24 Pages 15. JOSEPH M. JACOBS (a) Aggregate number of shares of Common Stock beneficially owned: 27,561,406 Percentage: 16.0% (b) 1. Sole power to vote or to direct vote: -0- 2. Shared power to vote or to direct vote: 27,561,406 3. Sole power to dispose or to direct the disposition: -0- 4. Shares power to dispose or to direct the disposition: 27,561,406 (c) Other than as reported above, there were no transactions by Mr. Jacobs in connection with the Common Stock during the past 60 days. (d) Mr. Jacobs may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock. (e) Not applicable. Wexford Management may, by reason of its status as investment manager to the Wexford Funds, manager to Wexford Spectrum and investment sub-advisor to Wexford Cayman, be deemed to own beneficially the Common Stock of which the Wexford Funds, Wexford Spectrum and Wexford Cayman possess beneficial ownership. The Special General Partner may, by reason of its status as general partner of the Special Funds, be deemed to own beneficially the Common Stock of which the Special Funds possess beneficial ownership. The Special General Partner may, by reason of its status as the investment advisor to Wexford Cayman, be deemed to own beneficially the Common Stock of which Wexford Cayman possesses the beneficial ownership. The Euris General Partner may, by reason of its status as the general partner of Wexford-Euris, be deemed to own beneficially the Common Stock of which Wexford-Euris possesses beneficial ownership. The Wexford Capital General Partner may, by reason of its status as general partner of Wexford Capital, be deemed to own beneficially the Common Stock of which Wexford Capital possesses beneficial ownership. The Wexford Overseas General Partner may, by reason of its status as general partner of Wexford Overseas, be deemed to own beneficially the Common Stock of which Wexford Overseas possesses beneficial ownership. Wexford Advisors may, by reason of its status as a general partner of Wexford Spectrum Fund I, L.P. and Wexford Spectrum II, L.P., and as manager of Wexford Spectrum, be deemed to own beneficially the Common Stock of which Wexford Spectrum possesses beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of Wexford Management, be deemed to own beneficially the Common Stock of which the Wexford Funds, Wexford Spectrum and Wexford Cayman possess beneficial ownership. * * * * * Page 22 of 24 Pages SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January ____, 1999 WEXFORD MANAGEMENT LLC By:___________________________ Name: Title: WEXFORD SPECTRUM INVESTORS LLC By:___________________________ Name: Title: WEXFORD SPECTRUM ADVISORS, LLC By:___________________________ Name: Title: WEXFORD SPECIAL SITUATIONS 1996, L.P. By:___________________________ Name: Title: WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, L.P. By:___________________________ Name: Title: WEXFORD ADVISORS, LLC By:___________________________ Name: Title: Page 23 of 24 Pages WEXFORD-EURIS SPECIAL SITUATIONS 1996, L.P. By:___________________________ Name: Title: WEXFORD-EURIS ADVISORS, LLC By:___________________________ Name: Title: WEXFORD SPECIAL SITUATIONS 1996, LIMITED By:___________________________ Name: Title: WEXFORD CAPITAL PARTNERS II, L.P. By:___________________________ Name: Title: WEXFORD CAPITAL CORPORATION By:___________________________ Name: Title: WEXFORD OVERSEAS PARTNERS I, L.P. By:___________________________ Name: Title: WEXFORD CAPITAL LIMITED By:___________________________ Name: Title: - ------------------------------ CHARLES E. DAVIDSON - ------------------------------ JOSEPH M. JACOBS Page 24 of 24 Pages -----END PRIVACY-ENHANCED MESSAGE-----