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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. _______)*
ABC Funding, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
00640102
(CUSIP Number)
125 E. John Carpenter Fwy., Ste. 600
Irving, Texas 75062
Telephone: (972) 432-1440
Attention: Christopher Ray
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 2008
(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 § §240.1 3d- l(e), 240.13d-l(f) or 240.13d-
l(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 persons 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).
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1
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NAMES OF REPORTING PERSONS.
Natural Gas Partners VII, L.P.
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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)
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(b)
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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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OO
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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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17,500,000
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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17,500,000
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,500,000
(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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42.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
At the time of this report, the Reporting Person does not hold any shares of
Common Stock. The Reporting Person holds 10,000 shares of Series D Preferred Stock that convert to Common Stock automatically upon the filing
by the Issuer of a charter amendment increasing the Issuers authorized number of shares of Common Stock.
Table of Contents
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Stock Purchase and Sale Agreement
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Registration Rights Agreement
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.001 per share (
Common Stock
), of ABC
Funding, Inc., a Nevada corporation (the
Issuer
). The principal executive offices of the Issuer
are located at 4606 FM 1960 West, Suite 400, Houston, Texas 77069. At the date of this report the
Reporting Person (as defined below) holds 10,000 shares of Series D Convertible Preferred Stock,
par value $0.001 per share (the
Series D Preferred Stock
). All of such shares will convert
automatically to 17,500,000 shares of Common Stock upon the filing by the Issuer of an amendment to
its Articles of Incorporation with the Secretary of State of Nevada increasing the number of
authorized shares of Common Stock. This Schedule 13D reports ownership of Common Stock on an as
converted basis. Accordingly, the total number of shares of Common Stock reported as beneficially
owned in this Schedule 13D is 17,500,000, which constitutes approximately 42.8% of the total number
of shares of Common Stock outstanding. The beneficial ownership reported in this Schedule 13D is
based solely on the Issuers Form 8-K filed September 9, 2008, disclosing beneficial ownership of
Common Stock as of September 4, 2008. As of that date, there were 40,863,136 shares of Common Stock
outstanding.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Natural Gas Partners VII, L.P., a Delaware limited
partnership (referred to herein as
NGP VII
or
Reporting Person
). The general partner of NGP VII
is G.F.W. Energy VII, L.P. (
GFW Energy
), a Delaware limited partnership, and the general partner
of GFW Energy is GFW VII, L.L.C. (
GFW LLC
), a Delaware limited liability company.
Certain information required by this Item 2 concerning the controlling persons and managers of
the Reporting Person is set forth on
Schedule A
, attached hereto, which is incorporated
herein by reference.
(b) The address of the principal business office of the Reporting Person is as follows:
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Natural Gas Partners VII, L.P.
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125 E. John Carpenter Fwy.
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Suite 600
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Irving, Texas 75062
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(c) NGP VII is a fund managed by NGP Energy Capital Management, L.L.C. whose primary business
activity is investing in various companies, such as ABC Funding.
(d)-(e) Neither NGP VII, nor, to the best of NGP VIIs knowledge, its controlling persons or
managers listed on
Schedule A
hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceedings 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.
On September 2, 2008, NGP VII acquired 10,000 shares of Series D Preferred Stock of the Issuer
pursuant to the Stock Purchase and Sale Agreement (the
Stock Purchase Agreement
), dated as of May
22, 2008 and incorporated by reference as set forth in Exhibit 99.1 hereto, by and among Voyager
Gas Corporation (
Voyager Gas
), Voyager Gas Holdings, L.P. (
VGH
) and the Issuer. Pursuant to
the Stock Purchase Agreement, the Issuer acquired from VGH all of the issued and outstanding
securities of Voyager Gas, for consideration of $42,000,000, payable as follows: (a) $35,000,000 in
cash, subject to adjustment as provided in the Stock Purchase Agreement, and (b) 10,000 shares of
Series D Preferred Stock convertible into 17,500,000 shares of the Issuers common stock, par value
$0.001 per share, representing shares having a value of $7,000,000.
Item 4.
Purpose of Transaction.
The Reporting Person acquired the Common Stock reported herein solely for investment purposes. The
Reporting Person may make additional purchases of Common Stock either in the open market or in
private transactions depending on the Reporting Persons business, prospects and financial
condition, the market for the Common Stock, general economic conditions, stock market conditions
and other future developments.
Except as set forth in this Item 4, the Reporting Person has no present plans, proposals or
intention that relate to or would result in (a) the acquisition of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(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, 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 Issuer; (f) any other material change to the Issuers
business or corporate structure; (g) changes in the Issuer s charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by any person; (h) the Common Stock or
any other class of securities of the Issuer to be removed from the Over The Counter Bulletin Board;
(i) the Common Stock or any other class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (j) any action similar to any of those enumerated above.
In determining from time to time whether to sell the Common Stock reported as beneficially owned in
this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Person will
take into consideration such factors as it deems relevant, including the business and prospects of
the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market
conditions from time to time, general economic conditions, regulatory matters, and other
opportunities available to the Reporting Person. The Reporting Person reserves the right to acquire
additional securities of the Issuer in the open market, in privately negotiated transactions (which
may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of the
Reporting Persons holdings of securities of the Issuer or to change its intention with respect to
any or all of the matters referred to in this Item 4.
Item 5.
Interest in Securities of the Issuer.
(a)-(b)
(i) NGP VII is the sole record owner of the Series D Preferred Stock, a non-voting security. If
the Series D Preferred Stock were converted to Common Stock as of the date of this report, NGP VII
would be the sole record holder and would have the sole power to vote and dispose of 17,500,000
shares of Common Stock (42.8%). NGP VIIs general partner, GFW Energy does not own any of the
securities being reported. GFW LLC, the general partner of GFW Energy does not own any of the
securities being reported.
The above Reporting Person disclaims beneficial ownership of the reported securities except to the
extent of such Reporting Persons pecuniary interests therein, and this report shall not be deemed an admission that
the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16
or for any other purpose.
(c) There have been no reportable transactions with respect to the Common Stock within the last 60
days by the Reporting Person except for the acquisition of beneficial ownership of Common Stock
being reported on this Schedule 13D by means of the Reporting Persons acquisition of the Series D
Preferred Stock.
(d) No person other than the Reporting Person has the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of, the Common Stock being reported on
this Schedule 13D.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Subject to the terms and conditions of the Registration Rights Agreement between the Issuer and
Voyager Gas Holdings, L.P., within 90 days of September 2, 2008, the Issuer is required to register
for resale under the Securities Act of 1933 and applicable state securities laws the Common Stock
to be held by NGP VII. Additionally, NGP VII has the right to include the Common Stock in any
registration initiated by the Issuer. The Issuer is obligated to pay all expenses incidental to the
registration, excluding underwriting discounts, commissions and transfer taxes.
Except as set forth above or set forth in the exhibits, there are no contracts, arrangements,
understandings or relationships between the Reporting Person and any other person with respect to
the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
Exhibit 99.1 Stock Purchase and Sale Agreement, dated as of May 22, 2008, by and between Voyager
Gas Corporation, Voyager Gas Holdings, L.P. and the Issuer (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 23, 2008).
Exhibit 99.2 Registration Rights Agreement, dated as of September 2, 2008, by and between the
Issuer and Voyager Gas Holdings, L.P. (incorporated by reference to Exhibit 99.14 to the Current
Report on Form 8-K filed by the Issuer with the SEC on September 9, 2008).
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.
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Dated: September 10, 2008
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NATURAL GAS PARTNERS VII, L.P.
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By:
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G.F.W. Energy VII, L.P.
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By:
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GFW VII, L.L.C., General Partner
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By:
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/s/ Kenneth A. Hersh
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Kenneth A. Hersh
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Authorized Member
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the representatives authority to sign on
behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Index
Exhibit 99.1 Stock Purchase and Sale Agreement, dated as of May 22, 2008, by and between
Voyager Gas Corporation, Voyager Gas Holdings, L.P. and the Issuer (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 23, 2008).
Exhibit 99.2 Registration Rights Agreement, dated as of September 2, 2008, by and between the
Issuer and Voyager Gas Holdings, L.P. (incorporated by reference to Exhibit 99.14 to the Current
Report on Form 8-K filed by the Issuer with the SEC on September 9, 2008).
Schedule A
The following individuals are the Authorized Members of GFW VII, L.L.C., the general partner of
G.F.W. Energy VII, L.P., which is the general partner of Natural Gas Partners VII, L.P.: Kenneth A.
Hersh and David R. Albin. Such individuals expressly disclaim any beneficial ownership of the
Common Stock. Each of these individuals is a citizen and resident of the United States. The
business address of such individuals is c/o. Natural Gas Partners VII, L.P., 125 E. John Carpenter
Fwy., Suite 600, Irving, TX 75062.
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