SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
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)
December 31, 2000
(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)- 10.78%
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 - 10,000
8) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Voting Power - 3,111,400
9) Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power - 10,000
10) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Dispositive Power - 3,111,400
11) Aggregate Amount Beneficially Owned by Each Reporting Person - 3,111,400
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) - 10.78%
14) Type of Reporting Person (See Instructions) IN
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Amendment to Statement on Schedule 13D
This Amendment No. 4 to Statement on Schedule 13D (this "Amendment")
amends the Statement on Schedule 13D dated September 1, 1998, as amended on
September 10, 1998, September 14, 1998, and October 19, 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
Mr. Tholen, through the personal funds of his family limited partnership,
has paid approximately $28,600 for the shares of common stock of Issuer which
are beneficially owned by Mr. Tholen and are reported as acquisitions pursuant
to this amendment.
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 and sales of Common Stock
in Issuer made by Mr. Tholen since the filing date of the last
amendment. All of such purchases and sales were made in brokerage
transactions through the open market. The percentage of ownership
disclosed below is based on 28,765,614 outstanding shares, the number
of outstanding shares in Issuer as reported in Issuer's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000.
Mr. Tholen has, since the last Amendment, purchased the following
shares of Common Stock in Issuer:
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
- ------------- --------------- ---- ----- -----
5,000 $3 5/8 11/24/98 see below see below
5,000 $3 1/2 11/30/98 32,600 10.78%
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Mr. Tholen has, since the last Amendment, sold the following shares of
Common Stock in Issuer:
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
- ------------- --------------- ---- ----- -----
5,000 $5 1/8 3/17/00 see below -
2,000 $5 3/16 3/20/00 see below -
8,000 $5 3/16 3/21/00 see below -
7,600 $5 1/2 3/23/00 10,000 10.78%
(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)
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: February 14, 2001
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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