sc13d
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OMB APPROVAL |
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OMB Number:
3235-0145 |
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Expires:
December 31, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. )*
HALLADOR PETROLEUM COMPANY
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number)
Peter A. Leidel
410 Park Avenue, 19th Floor
New York, New
York 10022
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP
No. |
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406092205 |
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Page |
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2 |
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of |
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8 |
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| 1 |
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NAMES OF REPORTING PERSONS:
YORKTOWN ENERGY PARTNERS VI, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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| 3 |
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SEC USE ONLY: |
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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| 5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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| 6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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3,829,894 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,829,894 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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3,829,894(1) |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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42.6%(2) |
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| 14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI,
L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a
result, Yorktown VI Associates LLC may be deemed to share the power to vote or direct the vote or
to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P.
Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the
securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests
therein.
(2) Based on 7,093,150 shares of common stock issued and outstanding as of November 14, 2005 as
disclosed by Hallador Petroleum Company in its Form 10-QSB filed with the Securities and Exchange
Commission on November 14, 2005 and 1,893,169 shares of common stock issued to Yorktown on December
20, 2005.
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CUSIP
No. |
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406092205 |
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Page |
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3 |
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of |
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8 |
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| 1 |
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NAMES OF REPORTING PERSONS:
YORKTOWN VI COMPANY LP |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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| 3 |
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SEC USE ONLY: |
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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N/A |
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| 5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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| 6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
|
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| OWNED BY |
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3,829,894 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,829,894 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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3,829,894(1) |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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42.6%(2) |
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| 14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI,
L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a
result, Yorktown VI Associates LLC may be deemed to share the power to vote or direct the vote or
to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P.
Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the
securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests
therein.
(2) Based on 7,093,150 shares of common stock issued and outstanding as of November 14, 2005 as
disclosed by Hallador Petroleum Company in its Form 10-QSB filed with the Securities and Exchange
Commission on November 14, 2005 and 1,893,169 shares of common stock issued to Yorktown on December
20, 2005.
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CUSIP
No. |
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406092205 |
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Page |
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4 |
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of |
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8 |
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| 1 |
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NAMES OF REPORTING PERSONS:
YORKTOWN VI ASSOCIATES LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
|
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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| 3 |
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SEC USE ONLY: |
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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| 5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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| 6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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3,829,894 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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3,829,894 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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3,829,894(1) |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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42.6%(2) |
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| 14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
(1) Yorktown VI Company LP is the sole general partner of Yorktown Energy Partners VI,
L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a
result, Yorktown VI Associates LLC may be deemed to share the power to vote or direct the vote or
to dispose or direct the disposition of the shares owned by Yorktown Energy Partners VI, L.P.
Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the
securities owned by Yorktown Energy Partners VI, L.P. in excess of their pecuniary interests
therein.
(2) Based on 7,093,150 shares of common stock issued and outstanding as of November 14, 2005 as
disclosed by Hallador Petroleum Company in its Form 10-QSB filed with the Securities and Exchange
Commission on November 14, 2005 and 1,893,169 shares of common stock issued to Yorktown on December
20, 2005.
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock (the “Common Stock”) of Hallador Petroleum
Company (the “Company”) whose principal executive offices are located at 1660 Lincoln Street,
Suite 2700, Denver, CO 80264.
Item 2. IDENTITY AND BACKGROUND.
This statement is filed by Yorktown Energy Partners VI, L.P., a Delaware limited partnership
(“Yorktown”), Yorktown VI Company LP, a Delaware limited partnership (the “General Partner”) and
Yorktown VI Associates LLC, a Delaware limited liability company (the “LLC”). The principal office
and business address of Yorktown, the General Partner and the LLC is 410 Park Avenue,
19th Floor, New York, New York, 10022. The principal business of Yorktown is investing
in equity securities of energy investments. The principal business of the general partner is
managing Yorktown. The principal business of the LLC is managing the General Partner.
Yorktown, the General Partner and the LLC have not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Yorktown, the General Partner and the LLC have not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Yorktown used $8,425,766.80 of its working capital to purchase the 3,829,894 shares.
Item 4. PURPOSE OF TRANSACTION.
Yorktown acquired the 3,829,894 shares of common stock for investment purposes. As of the
date hereof, Yorktown, the General Partner and the LLC have not formulated any specific plans or
proposals which relate to or would result in: (a) the acquisition by any person of additional
securities of the Company or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving the Company; (c) a
sale or transfer of a material amount of assets of the Company; (d) any change in the present board
of directors or management of the Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other material change in the
Company’s business or corporate structure; (g) changes in the Company’s charter or bylaws or other
actions which may impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation (i) causing a class of equity securities
of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended (the “Act”); or (j) any action similar to any of
those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 20, 2005, Yorktown owned 3,829,894 shares of common stock, representing
42.6% of the Company’s outstanding shares of common stock (based on 7,093,150 shares of common
stock issued and outstanding as of November 14, 2005 as disclosed by Hallador Petroleum Company in
its Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2005 and
1,893,169 shares of common stock issued to Yorktown on December 20, 2005).
(b) Yorktown’s general partner, Yorktown VI Company LLC, has the sole voting power and sole
disposition power with respect to the shares of common stock owned by Yorktown.
Page 5 of 8
(c) None.
(d) No person other than Yorktown has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of common stock reported on this
Schedule 13D.
(e) N/A.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement dated December 30, 2005.
Page 6 of 8
SIGNATURES
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: December 30, 2005
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| YORKTOWN ENERGY PARTNERS VI, LP |
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By:
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Yorktown VI Company LP,
its general partner |
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By:
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Yorktown VI Associates LLC,
its general partner |
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By: |
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/s/ W. Howard Keenan |
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Name: W. Howard Keenan |
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Title: Member |
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| YORKTOWN VI COMPANY LP |
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By:
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Yorktown VI Associates LLC,
its general partner |
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By: |
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/s/ W. Howard Keenan |
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Name: W. Howard Keenan |
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Title: Member |
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| YORKTOWN VI ASSOCIATES LLC |
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By: |
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/s/ W. Howard Keenan |
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Name: W. Howard Keenan |
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Title: Member |
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Page 7 of 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named
below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the common stock of HALLADOR PETROLEUM COMPANY and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on
the date set forth opposite its name.
Date: December 30, 2005
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| YORKTOWN ENERGY PARTNERS VI, LP |
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By:
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Yorktown VI Company LP,
its general partner |
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By:
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Yorktown VI Associates LLC,
its general partner |
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By: |
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/s/ W. Howard Keenan |
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Name: W. Howard Keenan |
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Title: Member |
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| YORKTOWN VI COMPANY LP |
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By:
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Yorktown VI Associates LLC,
its general partner |
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By: |
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/s/ W. Howard Keenan |
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Name: W. Howard Keenan |
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Title: Member |
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| YORKTOWN VI ASSOCIATES LLC |
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By: |
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/s/ W. Howard Keenan |
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Name: W. Howard Keenan |
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Title: Member |
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Page 8 of 8