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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
August 24, 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
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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 - 1,537,700
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 - 1,537,700
10) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power - -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
1,537,700
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)- 6.10%
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 - 11,300
8) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power - 1,549,000
9) Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power - 11,300
10) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power - 1,549,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
1,549,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) - 6.15%
14) Type of Reporting Person (See Instructions) IN
3
Item 1. Security and Issuer
This statement relates to the common stock, par value $.50 per share, (the
"Common Stock") of Comstock Resources, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 5005 LBJ
Freeway, Suite 1000, Dallas, Texas 75244.
Item 2. Identity and Background
(1) General. Samson Investment Company ("Samson") owns all of the issued
and outstanding capital stock of Compression, Inc. ("Compression").
Charles Schusterman ("Schusterman"), through a partnership known as
CS Holding Associates, beneficially owns 100% of the issued and
outstanding capital stock of Samson.
(2) Samson. Samson is a Nevada corporation, whose principal business is
a holding company. The address of the principal business and
principal office of Samson is Two West Second Street, Tulsa,
Oklahoma 74103. With respect to paragraphs (d) and (e) of this Item
2, none.
(3) Compression. Compression, an Oklahoma corporation, was originally
formed for the purpose of leasing gas compression equipment to oil
and gas exploration and production companies. In 1995 Compression
sold these operations to a third party, and, subsequent thereto, it
has been engaged in the investment, through the purchase of stock,
in several publicly-traded oil and gas exploration, production and
service companies. The address of the principal business and
principal office of Compression is Two West Second Street, Tulsa,
Oklahoma 74103. With respect to paragraphs (d) and (e), none.
(4) C. Philip Tholen serves as Executive Vice President, Chief Financial
Officer, Treasurer and Director of Samson. Mr. Tholen beneficially
owns 11,300 shares of Common Stock in Issuer through a family
limited partnership in which his Revocable Trust owns a 98.7%
limited partner interest. Mr. Tholen's principal business address is
Two West Second Street, Tulsa, Oklahoma 74103. Mr. Tholen and
Compression/Samson have not entered into any group arrangement or
understanding with respect to acquiring, voting and/or disposing of
the Common Stock of Issuer. Furthermore, Compression/Samson disclaim
any beneficial interest in the shares of Common Stock in Issuer
owned by Mr. Tholen. Mr. Tholen, by virtue of his position as
Executive Vice President, Chief Financial Officer, Treasurer and
Director of Samson may be deemed to have shared voting/dispositive
power over the Common Stock of Issuer owned by Samson. With respect
to paragraphs (d) and (e), none.
4
(5) The executive officers, directors and each person who may be deemed
to be controlling Samson and Compression are as follows:
Samson:
President, Chief
Executive Officer,
Chairman of Board
of Directors, Director: Charles Schusterman
Executive Vice President,
Chief Financial Officer,
Treasurer, Director: C. Philip Tholen
Executive Vice President,
Director: Stacy Schusterman
Senior Vice President; D. Sentell Fox
Senior Vice President-
General Counsel and
Secretary: Jack A. Canon
Senior Vice President: Dennis R. Neill
Senior Vice President-
Controller: Patrick M. Hall
Senior Vice President-
Project Development: Douglas J. Jacobson
Vice President-Production
Marketing: Ron Gober
Vice President-Operations
and Planning: Scott Longan
Vice President-Financial
and Tax Accounting: Drew S. Phillips
Director: Alan W. Carlton
Director: Gregg E. Fairbrothers
Director: Sam D. Parker
Compression:
President: Dennis R. Neill
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(6) (a) Charles Schusterman
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) President, Chief Executive Officer and Director
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(7) (a) C. Philip Tholen
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Executive Vice President, Chief Financial Officer,
Treasurer, and Director
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(8) (a) Stacy Schusterman
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Executive Vice President, Director
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(9) (a) D. Sentell Fox
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Senior Vice President
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(10) (a) Jack A. Canon
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Senior Vice President-General Counsel and Secretary
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
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(f) United States of America
(11) (a) Dennis R. Neill
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Senior Vice President
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
President and Director
Compression, Inc.
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(12) (a) Patrick M. Hall
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Senior Vice President-Controller
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(13) (a) Douglas J. Jacobson
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Senior Vice President-Project Development
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(14) (a) Ron Gober
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Vice President-Production Marketing
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
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(15 (a) Scott Longan
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Vice President-Operations and Planning
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(16) (a) Drew S. Phillips
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Vice President-Financial and Tax Accounting
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(17) (a) Alan W. Carlton
(b) 10770 S. 77th E. Avenue
Tulsa, Oklahoma 74133
(c) Director
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(18) (a) Gregg E. Fairbrothers
(b) Two West Second Street, Tulsa, Oklahoma 74103
(c) Director
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
Co-President - Exploration
Samson Resources Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
(19) (a) Sam D. Parker
(b) Two West Second Street
Tulsa, Oklahoma 74103
(c) Director
Samson Investment Company
Two West Second Street
Tulsa, Oklahoma 74103
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Co-President - Operations
Samson Resources Company
Two West Second Street
Tulsa, Oklahoma 74103
(d) No
(e) No
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Compression, through an advance from its parent, Samson, has paid
$9,981,835.25 for its shares of Common Stock of Issuer. C. Philip Tholen,
through the personal funds of his family limited partnership, has paid
$72,698.98 for the shares of Common Stock of Issuer which are beneficially
owned by Mr. Tholen.
Item 4. Purpose of Transaction
Compression has acquired its shares of Issuer's Common Stock primarily to
hold for investment. Compression believes that the Common Stock represents an
attractive investment opportunity at this time. Compression may make additional
purchases of Common Stock either in the open market or in private transactions
depending on Compression's evaluation of the Issuer's business, prospects and
financial condition, the market for the Common Stock, other opportunities
available to Compression, general economic conditions, money and stock market
conditions and other future developments. Depending on the same factors,
Compression may decide to sell all or part of its investment in the Common
Stock, although it has no current intention to do so.
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. Also see Item 2, Paragraph 4 for a
description of Mr. Tholen's shared voting power.
(c) The following chart sets forth the purchases of Common Stock in
Issuer made by Compression during the 60 days immediately preceding
the filing date of this Schedule 13D. All of such purchases were
made in brokerage transactions through the open market. The
percentage of ownership disclosed below is based on 25,200,000
outstanding shares, the number of outstanding shares in Issuer as
reported by Bloomberg Financial Markets.
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Total
Shares %
No. of Shares Price Per Share Date Owned Owned
5,000 $6 5/8 7/28/98 see below see below
2,000 6 3/4 7/28/98 see below see below
3,000 6 11/16 7/28/98 10,000 .0397%
10,000 7 1/4 7/29/98 see below see below
5,000 7 1/16 7/29/98 see below see below
5,000 6 15/16 7/29/98 30,000 .119%
10,000 6 15/16 7/30/98 see below see below
10,000 7 7/30/98 see below see below
10,000 7 1/16 7/30/98 60,000 .2381%
20,000 6 7/8 7/31/98 see below see below
10,000 6 13/16 7/31/98 see below see below
20,000 6 3/4 7/31/98 110,000 .4365%
18,500 6 11/16 8/3/98 see below see below
1,500 6 5/8 8/3/98 see below see below
10,000 6 13/16 8/3/98 140,000 .5556%
25,000 6 13/16 8/4/98 see below see below
2,000 6 3/4 8/4/98 see below see below
10,000 6 7/8 8/4/98 177,000 .7024%
20,000 6 1/8 8/5/98 see below see below
30,000 6 1/4 8/5/98 see below see below
17,000 6 3/8 8/5/98 see below see below
13,000 6 5/16 8/5/98 257,000 1.0198%
40,000 6 1/2 8/6/98 see below see below
46,000 6 9/16 8/6/98 see below see below
7,700 6 5/8 8/6/98 350,700 1.3917%
500 6 9/16 8/7/98 see below see below
1,000 6 5/8 8/7/98 see below see below
56,000 6 15/16 8/7/98 see below see below
40,000 6 7/8 8/7/98 see below see below
20,000 6 13/16 8/7/98 see below see below
102,500 6 3/4 8/7/98 570,700 2.2647%
20,000 6 7/8 8/10/98 see below see below
80,000 6 15/16 8/10/98 670,700 2.6615%
35,600 6 7/8 8/11/98 see below see below
30,000 6 15/16 8/11/98 see below see below
7,000 6 13/16 8/11/98 743,300 2.9496%
10
10,000 6 13/16 8/12/98 see below see below
70,000 6 15/16 8/12/98 see below see below
42,000 6 7/8 8/12/98 865,300 3.4337%
62,500 6 15/16 8/13/98 see below see below
32,000 6 7/8 8/13/98 959,800 3.8087%
80,000 6 15/16 8/14/98 see below see below
34,200 6 7/8 8/14/98 1,074,000 4.2619%
20,000 6 5/8 8/17/98 see below see below
7,500 6 7/16 8/17/98 see below see below
10,000 6 1/2 8/17/98 1,111,500 4.4107%
10,000 6 1/2 8/18/98 see below see below
16,500 6 7/16 8/18/98 see below see below
200 6 3/8 8/18/98 1,138,200 4.5167%
10,000 6 8/19/98 see below see below
20,000 5 15/16 8/19/98 see below see below
100 5 7/8 8/19/98 1,168,300 4.6361%
22,100 5 5/8 8/20/98 see below see below
19,400 5 3/4 8/20/98 see below see below
28,500 5 11/16 8/20/98 1,238,300 4.9139%
123,000 5 3/4 8/24/98 see below see below
1,000 5 13/16 8/24/98 1,362,300 5.4060%
10,000 5 15/16 8/25/98 see below see below
3,000 5 7/8 8/25/98 1,375,300 5.4575%
10,000 5 5/8 8/26/98 1,385,300 5.4972%
5,000 5 9/16 8/27/98 see below see below
85,500 5 13/29 8/27/98 see below see below
5,000 5 1/2 8/27/98 see below see below
5,000 5 3/8 8/27/98 see below see below
10,000 5 9/16 8/27/98 1,495,800 5.9357%
2,700 5 9/16 8/28/98 see below see below
1,600 5 9/16 8/28/98 1,500,100 5.9528%
5,000 5 5/16 8/31/98 see below see below
10,000 5 1/2 8/31/98 see below see below
5,000 5 1/2 8/31/98 see below see below
5,000 5 3/8 8/31/98 see below see below
2,600 5 5/16 8/31/98 see below see below
10,000 5 7/16 8/31/98 1,537,700 6.1020%
11
Mr. Tholen has, during the past 60 days, purchased the following shares
of Common Stock in Issuer:
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
500 $6 5/8 7/28/98 500 .002%
2,800 6 5/8 8/3/98 3,300 .0131%
4,000 6 5/8 8/5/98 7,300 .029%
4,000 6 8/19/98 11,300 .0448%
All of such purchases were made in brokerage transactions through the open
market.
(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 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits
Exhibit No. 7.1 Power of Attorney from C. Philip Tholen
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: September 1, 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
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, C. Philip Tholen,
constitutes and appoints each of Dennis R. Neill, Jack A. Canon and Annabel M.
Jones, acting individually, as such person's true and lawful attorney-in-fact
and agent with full power of substitution and revocation for such person and in
such person's name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by Sections 13 and 16
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, respecting securities of Comstock Resources, Inc., a
Nevada corporation, that the undersigned beneficially owns, including but not
limited to, Schedules 13D, Schedules 13G, Forms 3, Forms 4 and Forms 5 and any
and all amendments thereto.
This power of attorney shall be valid from the date hereof until revoked by
the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
27th day of August, 1998.
/s/ C. Philip Tholen
-----------------------------
C. Philip Tholen