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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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)
October 15, 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 - 3,101,400
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 - 3,101,400
10) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power - -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
3,101,400
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)- 12.75%
14) Type of Reporting Person (See Instructions) CO
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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 - 22,600
8) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power - 3,124,000
9) Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power - 22,600
10) Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power - 3,124,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
3,124,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) - 12.84%
14) Type of Reporting Person (See Instructions) IN
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Amendment to Statement on Schedule 13D
This Amendment No. 3 to Statement on Schedule 13D (this "Amendment")
amends the Statement on Schedule 13D dated September 1, 1998, as amended on
September 10, 1998 and September 14, 1998 (the "Statement") of Compression,
Inc., an Oklahoma corporation ("Compression") and a wholly-owned subsidiary of
Samson Investment Company ("Samson"), and C. Philip Tholen, an individual
("Tholen") with respect to shares of the common stock, par value of $.50 per
share (the "Common Stock") of Comstock Resources, Inc., a Nevada corporation
("Issuer"). Capitalized terms used but not defined herein are defined in the
Statement and are used herein with the same meanings ascribed thereto in the
Statement.
Item 3. Source and Amount of Funds or Other Consideration
Compression, through an advance from its parent, Samson, has paid
$2,515,400 for the shares of Common Stock of Issuer reported by this
Amendment. C. Philip Tholen, through the personal funds of his family
limited partnership, has paid $36,638.20 for the shares of Common Stock of
Issuer which are beneficially owned by Mr. Tholen.
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.
(c) The following chart sets forth the purchases of Common Stock in
Issuer made by Compression since the filing date of the
Statement, as amended on September 10, 1998. All of such
purchases were made in brokerage transactions through the open
market. The percentage of ownership disclosed below is based on
24,320,863 outstanding shares, the number of outstanding shares
in Issuer as reported in Issuer's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998.
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
5,200 $5 5/16 10/5/98 see below see below
10,000 $5 5/16 10/5/98 see below see below
5,000 $5 5/16 10/5/98 see below see below
5,000 $5 1/4 10/5/98 see below see below
10,000 $5 3/16 10/5/98 2,382,000 9.7941%
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10,000 $5 10/6/98 see below see below
10,000 $4 15/16 10/6/98 2,402,000 9.8763%
10,000 $4 9/16 10/7/98 see below see below
5,000 $4 5/16 10/7/98 2,417,000 9.9380%
2,500 $3 7/8 10/8/98 2,419,500 9.9482%
207,000 $3 1/4 10/15/98 see below see below
292,400 $3 3/16 10/15/98 see below see below
100,000 $3 3/16 10/15/98 see below see below
82,500 $3 1/8 10/15/98 3,101,400 12.7520%
Mr. Tholen has, since September 10, 1998, purchased the following
shares of Common Stock in Issuer:
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
9,900 $3 1/4 10/15/98 see below see below
1,400 $3 3/16 10/15/98 22,600 .0923%
(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 7. Material to Be Filed as Exhibits
Exhibit No. 7.1 Power of Attorney from C. Philip Tholen
(previously filed as Exhibit 7.1 to
Schedule 13D filed by Compression on
September 1, 1998)
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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: October 19, 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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