SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
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PrimeEnergy Corporation
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
74158E104
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(CUSIP Number)
James F. Gilbert
4015 Holland #101, Dallas, TX 75219 (214) 526-2030
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(Name, Address and Telephone Number of Person
Authorization to Receive Notices and Communications)
June 20, 2006
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(Date of Event which Requires Notices Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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).
(Continued on following page(s))
Page 1 of 5 Pages
SCHEDULE 13D
CUSIP NO. 74158E104 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Drimal, Jr.
090-42-4130
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
not applicable see Items 4 and 5.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF 1,304,406 see Item 5.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,204,406 see Item 5.
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,406 see Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6 see Item 5.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
Page 3 of 5 pages
Item 1. Security and Issuer.
This Amendment No. 7 to Schedule 13D relates to the Common Stock, $.10 par
value, (the "Common Stock") of PrimeEnergy Corporation, a Delaware corporation
("PrimeEnergy"). The principal executive office of PrimeEnergy is located at
One Landmark Square, Stamford, Connecticut 06901.
Item 2. Identity and Background.
This Amendment No. 7 to Schedule 13D is being filed by Mr. Charles E.
Drimal, Jr. Mr. Drimal is a citizen of the United States whose business address
is One Landmark Square, 11th Floor, Stamford, Connecticut 06901. Mr. Drimal is
at present a Director and President and Chief Executive Officer of PrimeEnergy,
the issuer of the securities to which this Schedule relates and has held those
positions since October, 1987.
Mr. Drimal has not, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) 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 further 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.
Not applicable. See Item 5.
Page 4 of 5 pages
Item 4. Purpose of Transaction.
No shares of the Common Stock were bought or sold by Mr. Drimal. This
Amendment No. 7 is being filed to report an increase in the beneficial ownership
of shares of the Common Stock by Mr. Drimal pursuant to a Voting Agreement
described in Item 5.
The shares of the Common Stock of which Mr. Drimal is the beneficial
owner are held by him as an investment. As noted, Mr. Drimal is a Director,
President and Chief Executive Officer of PrimeEnergy. Although he may develop
other plans or proposals in the future, at present, Mr. Drimal has no plans or
proposals at present which relate to or would result in:
(a) The acquisition by any person 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 of 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
in the issuer's business or corporate structure, including but not limited to,
if the issuer is a closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940; (g) changes in the issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the issuer by any person; (h) causing a
class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class
of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Mr. Drimal is the beneficial owner of an aggregate
Page 5 of 5 pages
of 1,304,406 shares of the Common Stock, which includes (1) 506,906 shares held
directly, with sole voting and dispositive power, and 697,500 shares subject to
options, all presently exercisable, with sole voting and dispositive power upon
exercise; and (2) 100,000 shares as to which Mr. Drimal has sole voting power,
pursuant to Voting Agreement dated June 20, 2006, between Mr. Drimal and his
mother, Mrs. Juanita Drimal, who is the record holder of such shares. Mr.
Drimal has no dispositive power as to such 100,000 shares and no pecuniary
interest in such shares.
There have been no transactions by Mr. Drimal in the Common Stock in the
past sixty days.
In its Form 10-Q for the quarter ended March 31, 2006, filed with the
Commission, PrimeEnergy reported 3,296,879 shares of Common Stock outstanding.
Based on that filing, Mr. Drimal may be deemed the beneficial owner of 39.6%
of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the issuer.
There are no contracts, arrangements or understandings of any kind, legal
or otherwise, between Mr. Drimal and any person with respect to any securities
of PrimeEnergy, except with respect to the Voting Agreement described in Item 5.
A copy of that Voting Agreement is filed herewith as Exhibit 3. As noted, Mr.
Drimal is a principal stockholder, a Director and Chief Executor Officer of
PrimeEnergy.
Item 7. Material Required to be Filed as Exhibits.
The following exhibit is filed herewith:
Exhibit 3. Voting Agreement dated June 20, 2006, between
Juanita Drimal and Charles E. Drimal, Jr.
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: June 20, 2006
/s/ Charles E. Drimal, Jr.
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Charles E. Drimal, Jr.