-----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, DuUaY58KOBuvYKxaF5ESsSA44lhXwosh9YZiXcb76jWzSdFFlCDBb+a4VtP2NzIi stk6BEpmbFb3U0ibDkw0Og== 0000928373-97-000017.txt : 19970912 0000928373-97-000017.hdr.sgml : 19970912 ACCESSION NUMBER: 0000928373-97-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970909 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONE WOLF ENERGY INC CENTRAL INDEX KEY: 0000928373 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841214336 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49978 FILM NUMBER: 97677052 BUSINESS ADDRESS: STREET 1: 8908 S YALE AVE STE 409 CITY: TULSA STATE: OK ZIP: 74137 BUSINESS PHONE: 3036907851 MAIL ADDRESS: STREET 1: 19921 EAST KENT DR CITY: AURORA STATE: CO ZIP: 80012 FORMER COMPANY: FORMER CONFORMED NAME: K&S VENTURES INC DATE OF NAME CHANGE: 19940812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONE WOLF ENERGY INC CENTRAL INDEX KEY: 0000928373 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841214336 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8908 S YALE AVE STE 409 CITY: TULSA STATE: OK ZIP: 74137 BUSINESS PHONE: 3036907851 MAIL ADDRESS: STREET 1: 19921 EAST KENT DR CITY: AURORA STATE: CO ZIP: 80012 FORMER COMPANY: FORMER CONFORMED NAME: K&S VENTURES INC DATE OF NAME CHANGE: 19940812 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Lone Wolf Energy, Inc. (f/k/a K & S Ventures, Inc.) (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) Not applicable (CUSIP Number) Rhonda R. Vincent 8908 South Yale Avenue, Suite 409 Tulsa, Oklahoma 74137 918-481-0167 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 1997 (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 [ ]. * 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 on 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) Page 2 of 7 Pages 1 NAMES OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lone Wolf Exploration, Inc. I.R.S. Tax No. 73-1468983 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____________________________________ [ ] (b) _____________________________________ [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma 7 SOLE VOTING POWER 113,000 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 113,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.66% 14 TYPE OF REPORTING PERSON* CO (*) See Instructions Item 1. Security and Issuer This Amendment No. 3 ("Amendment No. 3") to Schedule 13D concerns the common stock ("Common Stock") of Lone Wolf Energy, Inc. ("Company"), whose principal executive offices are at 8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma 74137. Amendment No. 3 amends the original report ("Original Report") on Schedule 13D respecting the purchase of shares of Common Stock on January 30, 1997, as amended by Amendment No. 1 to Schedule 13D dated February 6, 1997 and Amendment No. 2 to Schedule 13D dated August 28, 1997. The Issuer is the same Issuer referred to in the Original Report and in the prior amendments; the current name of the Issuer reflects a change effective March, 1997. The Common Stock is the same class of stock reported on in the Original Report and in the prior amendments; the number of outstanding shares of Common Stock increased from 100,000 to 4,250,000 shares as a result of a stock dividend of 42.5 shares of Common Stock for each share of Common Stock owned as of June 30, 1997 (the percentage ownership of each shareholder of the Company was not changed); the par value of the Common Stock was changed on August 8, 1997 to $.001 par value per share as a result of the filing of the Amended and Restated Articles of Incorporation of the Company. This Amendment No. 3 is filed for the purpose of reporting the disposition of the shares of Common Stock. Item 2. Identity and Background This Amendment No. 3 is being filed by Lone Wolf Exploration, Inc. (the "Reporting Person"), pursuant to Rule 13d-(1)(a) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal business of the Reporting Person is the acquisition and development of oil and gas interests, and the state of its incorporation is Oklahoma. The address of the Reporting Person's principal business and its principal office are as follows: 8908 South Yale Avenue, Suite 409 Tulsa, Oklahoma 74137 During the last five years, the Reporting Person (i) has not been convicted in any criminal proceeding; and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The following sets forth certain information required by Item 2(a)-(f) of Schedule 13D relating to each of the executive officers and directors of the Reporting Person. (a) Name: Gifford M. Mabie (b) Business Address: 8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma 74137. (c) Principal Occupation: President and Chairman of the Board of Lone Wolf Exploration, Inc. (d) Criminal Proceedings: During the last five years, Mr. Mabie has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: During the last five years, Mr. Mabie was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States (a) Name: Rhonda R. Vincent (b) Business Address: 8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma 74137. (c) Principal Occupation: Vice President and Secretary of Lone Wolf Exploration, Inc. (d) Criminal Proceedings: During the last five years, Ms. Vincent has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: During the last five years, Ms. Vincent was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States There are no individuals having control, as defined under the Rules and Regulations promulgated under the Exchange Act, over Reporting Person. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction On August 28, 1997, the Board of Directors of the Reporting Person declared a dividend to the shareholders of the Reporting Person of record as of August 29, 1997, payable August 29, 1997, subject to the filing requirements of the states where the shareholders of the Reporting Person reside, in the form of all shares of the Company owned by the Reporting Person. The distribution will result in each shareholder of the Reporting Person receiving one (1) share of Common Stock for each share of the Reporting Person owned by such shareholder. On August 29, 1997, all shares of Common Stock owned by the Reporting Person were distributed to the shareholders of the Reporting Person; provided, that 113,000 shares of Common Stock were retained by the Reporting Person pending compliance with the filing requirements of the states of New York, Alabama and Arkansas. As a result, the Reporting Person owns 113,000 shares of Common Stock. The Reporting Person has no plans or proposals which relate to or would result in (i) the acquisition by any person of any additional securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Company; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) any change in the Company's charter or bylaws which may impede the acquisition of control of the Company by any person; (viii) 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; (ix) a class of equity securities of the Company being eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any act similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) The Reporting Person owns 113,000 shares of Common Stock of the Company, constituting 2.6 percent (2.6%) of the issued and outstanding shares of Common Stock of the Company. (b) Not applicable. (c) Since the filing of Amendment No. 2 to Schedule 13D, the Reporting Person disposed of 3,712,000 shares of Common Stock to the shareholders of the Reporting Person through a dividend as described in Item 4, above. 113,000 shares of Common Stock have been retained by the Reporting Person, pending compliance with the filing requirements of New York, Alabama and Arkansas. (d) None (e) The Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Common Stock on August 29, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits None. 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. LONE WOLF EXPLORATION, INC. /s/ RHONDA R. VINCENT --------------------------- Rhonda R. Vincent, Vice President Dated: September 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----