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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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, 2002
(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 - 2,791,450
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 - 2,791,450
10) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Dispositive Power - -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person -
2,791,450
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)- 9.68%
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 - 0
8) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Voting Power - 2,791,450
9) Number of Shares Beneficially Owned by Each Reporting Person with
Sole Dispositive Power - 0
10) Number of Shares Beneficially Owned by Each Reporting Person with
Shared Dispositive Power - 2,791,450
11) Aggregate Amount Beneficially Owned by Each Reporting Person - 2,791,450
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) - 9.68%
14) Type of Reporting Person (See Instructions) IN
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Amendment to Statement on Schedule 13D
This Amendment No. 5 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, October 19, 1998, and February 15, 2001
(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 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 sales of Common Stock in
Issuer made by Compression and Mr. Tholen since the filing date
of the last amendment. All of such sales were made in brokerage
transactions through the open market. The percentage of
ownership disclosed below is based on 28,836,811 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, 2002.
Compression 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
- ------------- --------------- -------- --------- ---------
37,000 $9.50 12/12/02 see below see below
42,600 $9.50 12/13/02 see below see below
35,350 $9.50 12/16/02 see below see below
10,000 $9.50 12/23/02 see below see below
12,200 $9.70 12/30/02 see below see below
25,000 $9.55 12/30/02 see below see below
50,000 $9.50 1/2/03 see below see below
300 $9.60 1/2/03 see below see below
25,000 $9.60 1/3/03 see below see below
3,200 $9.70 1/3/03 see below see below
600 $9.71 1/3/03 see below see below
800 $9.72 1/3/03 see below see below
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Total
Shares %
No. of Shares Price Per Share Date Owned Owned
- ------------- --------------- ------- --------- ---------
1,000 $ 9.73 1/3/03 see below see below
200 $ 9.79 1/3/03 see below see below
1,200 $ 9.80 1/3/03 see below see below
10,000 $ 9.90 1/16/03 see below see below
2,900 $10.00 1/17/03 see below see below
7,100 $10.00 1/21/03 see below see below
25,600 $10.00 1/22/03 see below see below
5,300 $10.00 1/29/03 see below see below
12,000 $10.00 1/30/03 2,791,450 9.68
In addition, 10,000 shares of Common Stock in Issuer owned by Mr. Tholen
were inadvertently omitted from the sale transactions reported in the last
Amendment. The following transaction should have been reported.
Total
Shares %
No. of Shares Price Per Share Date Owned Owned
- ------------- --------------- ------- ---------- --------
10,000 $5.50 3/30/00 0 0
As a result of this sale Mr. Tholen should no longer be considered part of
the Compression group.
(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: February 13, 2003
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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