UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Vintage Petroleum, Inc.
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(Name of Issuer)
Common Stock, par value $.005 per share
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(Title of Class of Securities)
927460-10-5
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(CUSIP Number)
Thomas Boone Pickens, Jr.
260 Preston Commons West
8117 Preston Road
Dallas, Texas 75225
(214) 265-4165
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 15, 2002
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(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), (f) or (g), check the following box.
[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
Please Send Copies of Notices and Communications to:
Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5615
SCHEDULE 13D
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CUSIP No. 927460-10-5 Page 2 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BP Capital Energy Equity Fund, L.P., a Delaware limited
partnership 75-2948254
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 4,498,144
SHARES ------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 4,498,144
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,630,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (1)
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14 TYPE OF REPORTING PERSON
PN
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(1) Based on a total of 63,136,322 Shares outstanding on May 10, 2002, as
disclosed in the Issuer's Quarterly Report on Form 10-Q for the period
ended March 31, 2002.
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CUSIP No. 927460-10-5 Page 3 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BP Capital Energy Equity International Holdings I, L.P.,
a Delaware limited partnership 75-2958603
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) 9
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,132,556
SHARES ------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,132,556
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,630,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (1)
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14 TYPE OF REPORTING PERSON
PN
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(1) Based on a total of 63,136,322 Shares outstanding on May 10, 2002, as
disclosed in the Issuer's Quarterly Report on Form 10-Q for the period
ended March 31, 2002.
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CUSIP No. 927460-10-5 Page 4 of 8
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This Amendment No. 1 to Schedule 13D (this "Amendment") amends and
supplements the Schedule 13D filed on March 25, 2002 (the "Original Filing"), by
BP Capital Energy Equity Fund, L.P. ("Energy") and BP Capital Energy Equity
International Holdings I, L.P. ("International"), by furnishing the information
set forth below. Energy and International are collectively defined in this
Amendment as the "Filing Persons." Unless set forth below, all previous Items
are unchanged. Capitalized terms used herein which are not defined herein have
the meanings given to them in the Original Filing.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated in its entirety to read as follows:
The total amount of funds required by Energy for the purchase of
4,498,144 Shares was approximately $65,026,396 and was obtained from working
capital and, from time to time, in part by margin account loans from Bear,
Stearns Securities Corp., extended in the ordinary course of business.
The total amount of funds required by International for the purchase of
1,132,556 Shares was approximately $15,029,069 and was obtained from working
capital and, from time to time, in part by margin account loans from Bear,
Stearns Securities Corp., extended in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to include the following:
In connection with their review and analysis of the financial condition
of the Issuer, the Filing Persons sent a letter on May 15, 2002, to the Chairman
and to the President of the Issuer, which letter is attached hereto as Exhibit 2
and is incorporated herein by reference. The letter describes a series of
proposed actions to be taken by the Issuer and sets forth a proposed plan of
restructuring, which plan is attached hereto as Exhibit 3 and is incorporated
herein by reference. The Filing Persons believe that the consummation by the
Issuer of the plan of restructuring would result in increased value for the
Issuer's stockholders. Regardless of whether the Issuer decides to go forward
with the proposed plan of restructuring, the Filing Persons will continue to
review the factors listed in the Original Filing and will continue to evaluate
their alternative courses of action with respect to the Issuer, including the
feasibility of making a proposal to acquire all or a substantial portion of the
equity in the Issuer. The Filing Persons issued a press release dated May 15,
2002, with regard to the foregoing, which press release is attached hereto as
Exhibit 4 and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety to read as follows:
(a) The Filing Persons may be deemed to beneficially own 5,630,700
Shares (which is approximately 8.9% of the Shares outstanding on May 10, 2002,
as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended
March 31, 2002).
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CUSIP No. 927460-10-5 Page 5 of 8
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(b) SOLE SHARED SOLE SHARED
VOTING VOTING DISPOSITIVE DISPOSITIVE
POWER POWER POWER POWER
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BP Capital Energy Equity Fund, L.P. 4,498,144 0 4,498,144 0
BP Capital Energy Equity International
Holdings I, L.P. 1,132,556 0 1,132,556 0
(c) All transactions in the Shares by the Filing Persons since the most
recent filing of Schedule 13D are set forth in Schedule A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended and restated in its entirety as follows:
Exhibit 1. Joint Filing Agreement, dated March 22, 2002, entered
into by and between Energy and International
(incorporated herein by reference to Exhibit 1 of
Schedule 13D filed with the Commission on March 25,
2002).
Exhibit 2. Letter, dated May 15, 2002, from the Filing Persons to
Issuer.
Exhibit 3. Vintage Restructuring Proposal.
Exhibit 4. Press Release, dated May 15, 2002.
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CUSIP No. 927460-10-5 Page 6 of 8
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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: May 15, 2002
BP CAPITAL ENERGY EQUITY FUND, L.P.
By: BP Capital Management, L.P.,
its general partner
By: TBP Investments Management
LLC, its general partner
By: /s/ G. Michael Boswell
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Name: G. Michael Boswell
Title: Managing Director
BP CAPITAL ENERGY EQUITY INTERNATIONAL
HOLDINGS I, L.P.
By: BP Capital Management, L.P., its
general partner
By: TBP Investments Management LLC,
its general partner
By: /s/ G. Michael Boswell
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Name: G. Michael Boswell
Title: Managing Director
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CUSIP No. 927460-10-5 Page 7 of 8
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SCHEDULE A
TRANSACTIONS IN THE SHARES IN THE PAST SIXTY DAYS
SINCE THE MOST RECENT FILING OF SCHEDULE 13D, THE ONLY TRANSACTIONS IN THE
SHARES BY THE FILING PERSONS WERE THE FOLLOWING PURCHASES: *
DATE PRICE ENERGY INTERNATIONAL
03/28/02 $14.66 269,600 67,400
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* All such transactions were effectuated in the open market.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1. Joint Filing Agreement, dated March 22, 2002, entered
into by and between Energy and International
(incorporated herein by reference to Exhibit 1 of
Schedule 13D filed with the Commission on March 25,
2002).
2. Letter, dated May 15, 2002, from the Filing Persons to
Issuer.
3. Vintage Restructuring Proposal.
4. Press Release, dated May 15, 2002.