Schedule 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
CALLON PETROLEUM COMPANY
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(Name of Issuer)
CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, CLASS A
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(Title of Class of Securities)
13123X201
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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) NAMES OF REPORTING PERSONS
Security Management Company, LLC
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
48-1183041
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) |_| (b) |_| Not Applicable |X|
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(3) SEC Use Only
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
A limited liability company organized under the laws of the State of Kansas.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) Sole Voting Power 90,500
(6) Shared Voting Power -0-
(7) Sole Dispositive Power 90,500
(8) Shared Dispositive Power -0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,500
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.06%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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ITEM 1
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(a) NAME OF ISSUER:
Callon Petroleum Company
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 North Canal Street
Natchez, Mississippi 89120
ITEM 2
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(a) NAME OF PERSON FILING:
Security Management Company, LLC
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
700 SW Harrison St., Topeka, Kansas 66636-0001
(c) CITIZENSHIP:
Security Management Company, LLC is a Kansas limited liability company.
(d) TITLE OF CLASS OF SECURITIES:
Convertible Exchangeable Preferred Stock, Class A
(e) CUSIP NUMBER:
13123X201
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
------ CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or Dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An Investment Adviser in accordance with §
240.13d-1(b)(1)(ii)(E)
(f) |_| An employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance with
§ 13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with § 13d-1(b)(1)(ii)(J).
ITEM 4 OWNERSHIP.
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(a) AMOUNT BENEFICIALLY OWNED:
As of July 31, 2001, Security Management Company, LLC beneficially owned
90,500 shares of convertible exchangeable preferred stock (Class A) of a
total of 600,861 shares outstanding.**
(b) PERCENT OF CLASS:
The shares owned by Security Management Company, LLC constituted 15.06%
of the class of stock.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote: 90,500
(ii) Shared power to vote: Not applicable.
(iii) Sole power to dispose or direct the
disposition of: 90,500
(iv) Shared power to dispose or direct
the disposition of: Not applicable
**This report is being filed on behalf of Security Management Company, LLC
("SMC"), a Kansas limited liability company, and/or certain investment
advisory clients relating to their collective beneficial ownership of
shares of common stock of the Issuer. SMC is a registered investment
adviser under Section 203 of the Investment Advisers Act of 1940. As a
result of its role as investment adviser, SMC may be deemed to be the
beneficial owner of the securities of the Issuer. SMC has the sole power to
dispose of the shares.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |_|.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Certain mutual funds under the investment management of Security Management
Company, LLC have the right to receive or the power to direct the receipt of
dividends from or the profits from the sale of such securities. SBL Fund,
Series V owns 8.57% of the preferred stock of the Issuer and Security Equity
Fund, Mid Cap Value Series owns 4.99% of the preferred stock of the Issuer.
ITEM 7 IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
------ SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8 IDENTIFICATION AND CLARIFICATION OF MEMBER OF THE GROUP.
------
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
------
Not applicable.
ITEM 10 CERTIFICATION.
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By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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.
Dated: August 6, 2001
JAMES R. SCHMANK
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James R. Schmank
President and Managing Member Representative