CUSIP No. 204940100
1. NAME OF REPORTING PERSONS Centennial Energy Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3793743
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 42,314,762
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER 42,314,762
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,314,762
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.19%
14. TYPE OF REPORTING PERSON* PN
CUSIP No. 204940100
1. NAME OF REPORTING PERSONS Hoyt Farm Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3877256
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 7,624,901
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER 7,624,901
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,624,901
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.74%
14. TYPE OF REPORTING PERSON* PN
CUSIP No. 204940100
1. NAME OF REPORTING PERSONS Quadrennial Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3883223
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 5,140,235
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER 5,140,235
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,140,235
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.85%
14. TYPE OF REPORTING PERSON* PN
CUSIP No. 204940100
1. NAME OF REPORTING PERSONS Centennial Energy Partners V, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-0438877
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 465,898
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER 465,898
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,898
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .17%
14. TYPE OF REPORTING PERSON* PN
CUSIP No. 204940100
1. NAME OF REPORTING PERSONS Centennial Energy Partners L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3961810
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 55,545,796
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER 55,545,796
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,545,796
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.94%
14. TYPE OF REPORTING PERSON* OO
CUSIP No. 204940100
1. NAME OF REPORTING PERSONS Peter K. Seldin
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER -0-
8. SHARED VOTING POWER 55,545,796
9. SOLE DISPOSITIVE POWER -0-
10. SHARED DISPOSITIVE POWER 55,545,796
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,545,796
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.94%
14. TYPE OF REPORTING PERSON* IN
CUSIP No. 204940100
Item 1. Name of Issuer.
The information in Item 1 has not changed since the Amendment 3 to the
13D previously filed by the Reporting Persons on March 26, 2009.
Item 2. Identity and Background.
The information in Item 2 has not changed since the Amendment 3 to the
13D previously filed by the Reporting Persons on March 26, 2009.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of Schedule D is hereby amended by the addition of the
following:
Centennial Energy Partners, L. P. acquired 13,302,535 Units of Compton
pursuant to the underwritten public offering (the ?Offering?) which closed on
October 5, 2009. Each unit consists of one common share in the capital of
Compton and one full common-share purchase warrant, exercisable at CDN $1.55
for a period extending 24 months from the closing date. The purchase price was
$1.1617 per unit for a total purchase price of $15,453,554.91.
Quadrennial Partners, L. P. acquired 1,551,000 Units of Compton
pursuant to the Offering which closed on October 5, 2009. Each unit consists of
one common share in the capital of Compton and one full common-share purchase
warrant, exercisable at CDN $1.55 for a period extending 24 months from the
closing date. The purchase price was $1.1617 per unit for a total purchase price
of $1,801,796.70.
Centennial Energy Partners V, L. P. acquired 146,465 Units of
Compton pursuant to the Offering which closed on October 5, 2009. Each unit
consists of one common share in the capital of Compton and one full common-share
purchase warrant, exercisable at CDN $1.55 for a period extending 24 months from
the closing date. The purchase price was $1.1617 per unit for a total purchase
price of $170,148.39.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to include the following:
In a letter to the Company?s management dated October 6, 2009, Mr. Seldin
announced his resignation from the Board of Directors of Compton effective
immediately. In his letter, Mr. Seldin indicates his belief that the closing
of the Unit offering and the recently announced agreement to sell an overriding
revenue interest are important steps in the financial restructuring of the
Company. Both transactions, led by Compton?s new management team, serve to
strengthen the balance sheet and establish Compton as an on-going concern. The
letter is attached hereto as Exhibit B.
Mr. Warren Shimmerlik remains an independent director of Compton and a general
consultant to the Reporting Persons. The Reporting Persons retain the exclusive
right to vote and dispose of the shares of Compton and the Reporting Persons
will not discuss such decisions with Mr. Shimmerlik. The Reporting Persons will
not have access to confidential information obtained by Mr. Shimmerlik by virtue
of his director position. Mr. Shimmerlik s compensation for consulting services
performed for the Reporting Persons is not and will not be based upon Compton
share price performance or Mr. Shimmerlik s activities in his capacity as
director of Compton.
CUSIP No. 204940100
The Reporting Persons have no plans or proposals as of the date of this filing
which, other than as expressly set forth above, would relate to or would result
in, (a) the acquisition or disposition of securities of the Issuer; (b)any
extraordinary corporate transaction involving the Issuer; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries (d) any
change in the present Board of Directors or management of the Issuer; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any material change in the operating policies or corporate structure of the
Issuer; (g) any change in the Issuer s charter or by laws; (h) the Shares of the
Issuer being delisted from a national securities exchange; or (i) causing the
Issuer to become eligible for termination of registration pursuant to Section
12(g)(4) of the Act of 1934.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and 5(c) are hereby amended and restated to read as follows:
(a)As of the date hereof, (i) Energy owns beneficially 29,012,227
shares of the Common Stock and 13,302,535 warrants to purchase shares of Common
Stock which have been deemed exercised for purpose of this report, constituting
approximately 15.19% of the shares deemed outstanding, (ii) Hoyt Farm owns
beneficially 7,624,901 shares of the Common Stock, constituting approximately
2.74% of the shares deemed outstanding, (iii) Quadrennial owns beneficially
3,589,235 shares of the Common Stock and 1,551,000 warrants to purchase shares
of Common Stock which have been deemed exercised for purpose of this report,
constituting approximately 1.85% of the shares deemed outstanding, iv)
Centennial V owns beneficially 319,433 shares of the Common Stock and 146,465
warrants to purchase shares of Common Stock which have been deemed exercised for
purpose of this report, constituting approximately .17% of the shares deemed
outstanding, (v) Centennial LLC owns beneficially 40,545,796 shares of
the Common Stock and 15,000,000 warrants to purchase shares of Common Stock
which have been deemed exercised for purpose of this report, representing the
shares held by each of the entities named in (i) through (iv) above, and (vi)
Peter K. Seldin owns beneficially 40,545,796 shares of the Common Stock and
15,000,000 warrants to purchase shares of Common Stock which have been deemed
exercised for purpose of this report, representing shares owned by the entity
named in (v) above. In the aggregate, the Reporting Persons beneficially own a
total of 40,545,796 shares of Common Stock and 15,000,000 warrants to purchase
shares of Common Stock which have been deemed exercised for purpose of this
report, constituting approximately 19.94% of the shares deemed outstanding. The
percentages used herein are based upon 263,573,451 outstanding shares of Common
Stock as of June 30, 2009 after giving effect to the Unit Offering as reported
in the Company?s Short Form Prospectus issued as a supplement to Amendment No. 1
to Form F-10 filed on September 24, 2009, and adjusted by 15,000,000 for the
deemed exercise of warrants to purchase common shares by only the Reporting
Persons.
CUSIP No. 204940100
(c) The following Reporting Persons directly acquired the respective
Units pursuant to the Offering which closed on October 5, 2009. Each Unit
consists of one common share in the capital of Compton and one full common-share
purchase warrant, exercisable at CDN $1.55 for a period extending 24 months from
the closing date.
Reporting Person Units Acquired
Centennial Energy Partners, L.P. 13,302,535
Quadrennial Partners, L.P. 1,551,000
Centennial Energy Partners V, L.P. 146,465
No other transactions in the Common Stock have occurred during the 60 period
ending on the date hereof.
The information in Items 5(b)and 5(d) have not changed since the
Amendment 3 to the 13D previously filed by the Reporting Persons on March 26,
2009.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information in Item 6 has not changed since the Amendment 3 to the
13D previously filed by the Reporting Persons on March 26, 2009.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: October 8, 2009
Centennial Energy Partners, L.P. Centennial Energy Partners, L.L.C.
By: /s/ Peter K. Seldin By: /s/ Peter K. Seldin
Peter K. Seldin Managing Member
Centennial Energy Partners, L.L.C.
General Partner
Hoyt Farm Partners, L.P. By: /s/ Peter K. Seldin
Peter K. Seldin
By: /s/ Peter K. Seldin
Peter K. Seldin
Centennial Energy Partners, L.L.C.
General Partner
Quadrennial Partners, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin
Centennial Energy Partners, L.L.C.
General Partner
Centennial Energy Partners V, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin
Centennial Energy Partners, L.L.C.
General Partner
EXHIBIT A
AGREEMENT
The undersigned agree that this Amendment 3 to Schedule 13D dated
October 8, 2009 relating to the Common Stock of Compton Petroleum shall be
filed on behalf of the undersigned.
Centennial Energy Partners, L.P. Centennial Energy Partners, L.L.C.
By: /s/ Peter K. Seldin By: /s/ Peter K. Seldin
Peter K. Seldin Managing Member
Centennial Energy Partners, L.L.C.
General Partner
Hoyt Farm Partners, L.P. By: /s/ Peter K. Seldin
Peter K. Seldin
By: /s/ Peter K. Seldin
Peter K. Seldin
Centennial Energy Partners, L.L.C.
General Partner
Quadrennial Partners, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin
Centennial Energy Partners, L.L.C.
General Partner
Centennial Energy Partners V, L.P.
By: /s/ Peter K. Seldin
Peter K. Seldin
Centennial Energy Partners, L.L.C.
General Partner
EXHIBIT B
CENTENNIAL
ENERGY PARTNERS, L.P.
575 Lexington Ave., Floor 33, New York, New York 10022
Tel: (212) 753-5150 Fax: (212) 753-5927
Peter K. Seldin
Managing Member
Centennial Energy Partners, L.L.C.
October 6, 2009
Mr. Mel F. Belich, Q.C.
Chairman
Mr. Timothy S. Granger
President & Chief Executive Officer
Compton Petroleum Corporation
Suite 500, 850 ? 2nd Street SW
Calgary, Alberta T2P 0R8
Canada
Dear Mel and Tim,
With this letter, I tender my resignation from the Board of Directors of Compton
Petroleum Corporation.
As you know, I joined the Compton Board in February of 2008 to participate in a
Board-level review of the company?s strategic alternatives, including the
potential sale of Compton. The Board, in June of last year, voted to put
Compton up for sale, but the unprecedented conditions in the capital markets
prevented such a corporate sale from taking place on acceptable terms.
After the unsuccessful corporate-sale process, Compton?s Board, with my full
agreement, decided to hire a new management team and engage in steps to
restructure the company?s finances as an on-going concern. I decided to remain
on the Board to support the new management team in its transition to Compton and
to participate in the financial restructuring process. With the recently
closed share-and-warrant issue, in which Centennial participated, and the
announced agreement to sell an overriding revenue interest, I believe that
Compton has taken important steps in this restructuring.
Now that Compton has firmly established itself as an on-going concern with a
stronger balance sheet, it is time for me to leave the Board. It was never my
intention to serve as a Director of an on-going concern. Such a Directorship is
fundamentally incompatible with my position as the managing member of an
investment firm holding a major position in this company.
I appreciate the consideration shown to me during my tenure as a Compton
Director. As a continuing shareholder of the company, I wish all of us,
including Compton?s Board, its employees and shareholders, much future success.
Sincerely,
/s/ Peter K. Seldin
Peter K. Seldin
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