-----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, SweBekoUfN8fvQadZDciNoXTrEuI7Q/FRvcS2GCjJxLLJXlDvstENupQgrT+Ddl2 1O7PiaKBgteAcb1a+d8ZqA== 0001104659-06-083417.txt : 20061222 0001104659-06-083417.hdr.sgml : 20061222 20061222080806 ACCESSION NUMBER: 0001104659-06-083417 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061220 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILLIAMS CLAYTON W CENTRAL INDEX KEY: 0000908287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10924 FILM NUMBER: 061294876 BUSINESS ADDRESS: STREET 1: SIX DESTA DRIVE SUITE 3000 CITY: MIDLAND STATE: TX ZIP: 79705 MAIL ADDRESS: STREET 1: 6 DESTA DR STREET 2: STE 3000 CITY: MIDLAND STATE: TX ZIP: 79705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SIX DESTA DR STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 9156826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 4 1 a4.xml 4 X0202 4 2006-12-20 0 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0000908287 WILLIAMS CLAYTON W 6 DESTA DRIVE, SUITE 6500 MIDLAND TX 79705 1 1 1 0 Chairman of Bd, President, CEO Common Stock, $.10 par value 2006-12-20 4 J 0 3066128 0 D 1342772 I See Common Stock, $.10 par value 2006-12-20 4 J 0 30661 36.20 A 1373433 I See Common Stock, $.10 par value 1725019 D These shares are owned by The Williams Children's Partnership, Ltd. ("WCPL"), a family limited partnership of which CWPLCO, Inc. ("CWPLCO") was previously the sole general partner. CWPLCO is the wholly owned subsidiary of Clajon Holding Corporation ("Clajon Holding") and the Reporting Person is the beneficial owner of Clajon Holding. WCPL acquired the shares of the Issuer's common stock on December 20, 2006 after the liquidation, dissolution and termination of Clayton Williams Partnership, Ltd. ("CWPL") of which WCPL was the sole limited partner and CWPLCO was the sole general partner. Upon the liquidation, dissolution and termination of CWPL, CWPL distributed 1,022,043 shares of the Issuer's common stock to CWPLCO (which shares CWPLCO now owns directly and the Reporting Person owns indirectly), and 3,066,128 shares of the Issuer's common stock to WCPL. The Reporting Person previously reported beneficial ownership of all 4,088,171 shares of the Issuer's common stock held by CWPL as the beneficial owner of the beneficial owner of the sole general partner of CWPL. On December 20, 2006, CWPLCO withdrew as general partner of WCPL and pursuant to the Agreement of Limited Partnership of WCPL, dated as of March 31, 1995, CWPLCO's general partner interest in WCPL was automatically converted into a limited partner interest in WCPL. Because CWPLCO is no longer a general partner of WCPL, it is no longer a beneficial owner of the shares of the Issuer's common stock held by WCPL. Immediately upon the conversion of CWPLCO's general partner interest in CWPL into a limited partner interest of CWPL as described in Note 1 and 2, WCPL redeemed CWPLCO's limited partner interest in WCPL in exchange for 30,661 shares of the Issuer's common stock, cash and other assets. These shares are held by CWPLCO, a wholly owned subsidiary of Clajon Holding. The Reporting Person is the beneficial owner of Clajon Holding. Remaining indirect ownership held as follows: Modesta Williams, as separate property (11,044 shares), a trust of which Mrs. Williams is trustee (588 shares), son, Clay Wade Williams (10,440 shares), son, Jeff Williams (12,500 shares), daughter, Chicora Modesta Williams (11,671 shares), Trusts for Clayton Wade Williams, Jeff Williams and Chicora Modesta Williams, of which Mr. Williams is Trustee (49,179 shares), a trust in which Mr. Williams is beneficiary and Mrs. Williams is trustee (5,749 shares), by wife, Modesta Williams as custodian for grandchildren under UGTMA (7,421 shares). This amount also includes 17,353 shares held in the Company's 401(k) Plan and Trust (a required distribution of 768 shares has been made from Mr. Williams' 401(k) account). Amount presented includes the right to acquire 950,000 shares through the exercise of stock options. /s/ Clayton W. Williams, by L. Paul Latham as attorney-in-fact 2006-12-21 -----END PRIVACY-ENHANCED MESSAGE-----