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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Rule 13d-101
Under the Securities Exchange Act
of 1934
(Amendment No. )*
Credo
Petroleum Corporation
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
Alford
B. Neely
1801
Broadway, Suite 900
Denver,
Colorado 80202
303-297-2200
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(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 Rule 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 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).
CUSIP No.
225439207
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1.
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Names of Reporting Persons
Robert J. Raymond
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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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o
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(b)
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x
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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)
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)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,837,000*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,837,000*
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,837,000*
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
Approximately 17.5%*
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14.
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Type of Reporting Person
(See Instructions)
IN
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* RCH Energy Opportunity Fund II, L.P., a
Delaware limited partnership (RCH Fund II), purchased 1,150,000 shares of
newly issued common stock (Common Stock) of Credo Petroleum Corporation (the Issuer) and purchased
687,000 shares of Common Stock from certain directors of the Issuer on July 3,
2008. Also on July 3, 2008 and
immediately subsequent to such purchases, RCH Fund II sold 687,000 shares of
Common Stock to RCH Energy Opportunity Fund III, L.P., a Delaware limited
partnership. The Issuer reported
9,330,536 shares of Common Stock outstanding as of May 31, 2008, as
reported in that certain Company Stock Purchase Agreement, dated June 3,
2008, by and between Issuer and RCH Fund II attached to Issuers Current Report
on Form 8-K filed on June 5, 2008.
For the purpose of calculating the percentage beneficial ownership
approximated in Row 11, the 1,150,000 newly issued common shares were added to
the 9,330,536 shares of Common Stock outstanding as of May 31, 2008,
amounting to a total of 10,480,536 shares.
2
CUSIP No.
225439207
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1.
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Names of Reporting Persons
RR Advisors, LLC
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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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o
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(b)
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x
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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)
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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,837,000*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,837,000*
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,837,000*
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
Approximately 17.5%*
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14.
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Type of Reporting Person
(See Instructions)
OO
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* RCH Energy Opportunity Fund II, L.P., a
Delaware limited partnership (RCH Fund II), purchased 1,150,000 shares of
newly issued common stock (Common Stock) of Credo Petroleum Corporation (the Issuer) and purchased
687,000 shares of Common Stock from certain directors of the Issuer on July 3,
2008. Also on July 3, 2008 and
immediately subsequent to such purchases, RCH Fund II sold 687,000 shares of
Common Stock to RCH Energy Opportunity Fund III, L.P., a Delaware limited
partnership. The Issuer reported
9,330,536 shares of Common Stock outstanding as of May 31, 2008, as
reported in that certain Company Stock Purchase Agreement, dated June 3,
2008, by and between Issuer and RCH Fund II attached to Issuers Current Report
on Form 8-K filed on June 5, 2008.
For the purpose of calculating the percentage beneficial ownership
approximated in Row 11, the 1,150,000 newly issued common shares were added to
the 9,330,536 shares of Common Stock outstanding as of May 31, 2008,
amounting to a total of 10,480,536 shares.
3
CUSIP No.
225439207
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1.
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Names of Reporting Persons
RCH Energy Opportunity Fund II GP, 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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o
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(b)
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x
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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)
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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,150,000*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,150,000*
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,150,000*
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
Approximately 11.0%*
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14.
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Type of Reporting Person
(See Instructions)
PN
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* RCH Energy Opportunity Fund II, L.P., a
Delaware limited partnership (RCH Fund II), purchased 1,150,000 shares of
newly issued common stock (Common Stock) of Credo Petroleum Corporation (the Issuer) and purchased
687,000 shares of Common Stock from certain directors of the Issuer on July 3,
2008. Also on July 3, 2008 and immediately subsequent to such purchases,
RCH Fund II sold 687,000 shares of Common Stock to RCH Energy Opportunity Fund
III, L.P., a Delaware limited partnership. The Issuer reported 9,330,536 shares of Common Stock
outstanding as of May 31, 2008, as reported in that certain Company Stock
Purchase Agreement, dated June 3, 2008, by and between Issuer and RCH Fund
II attached to Issuers Current Report on Form 8-K filed on June 5,
2008. For the purpose of calculating the
percentage beneficial ownership approximated in Row 11, the 1,150,000 newly
issued common shares were added to the 9,330,536 shares of Common Stock
outstanding as of May 31, 2008, amounting to a total of 10,480,536 shares.
4
CUSIP No.
225439207
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1.
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Names of Reporting Persons
RCH Energy Opportunity Fund II, 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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o
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(b)
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x
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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)
WC
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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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,150,000*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,150,000*
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,150,000*
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
Approximately 11.0%*
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14.
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Type of Reporting Person
(See Instructions)
PN
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* RCH Energy Opportunity Fund II, L.P. (RCH
Fund II) purchased 1,150,000 shares of newly issued common stock (Common
Stock) of Credo Petroleum Corporation
(the Issuer) and purchased 687,000 shares of Common Stock from certain
directors of the Issuer on July 3, 2008. Also on July 3, 2008 and
immediately subsequent to such purchases, RCH Fund II sold 687,000 shares of
Common Stock to RCH Energy Opportunity Fund III, L.P., a Delaware limited
partnership. The Issuer reported
9,330,536 shares of Common Stock outstanding as of May 31, 2008, as
reported in that certain Company Stock Purchase Agreement, dated June 3,
2008, by and between Issuer and RCH Fund II attached to Issuers Current Report
on Form 8-K filed on June 5, 2008.
For the purpose of calculating the percentage beneficial ownership
approximated in Row 11, the 1,150,000 newly issued common shares were added to
the 9,330,536 shares of Common Stock outstanding as of May 31, 2008,
amounting to a total of 10,480,536 shares.
5
CUSIP No.
225439207
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1.
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Names of Reporting Persons
RCH Energy Opportunity Fund III GP, 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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o
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(b)
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x
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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)
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)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
687,000*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
687,000*
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
687,000*
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
Approximately 6.6%*
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14.
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Type of Reporting Person
(See Instructions)
PN
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* RCH Energy Opportunity Fund II, L.P. (RCH
Fund II) purchased 1,150,000 shares of newly issued common stock (Common
Stock) of Credo Petroleum Corporation
(the Issuer) and purchased 687,000 shares of Common Stock from certain
directors of the Issuer on July 3, 2008. Also on July 3, 2008 and
immediately subsequent to such purchases, RCH Fund II sold 687,000 shares of
Common Stock to RCH Energy Opportunity Fund III, L.P., a Delaware limited
partnership. The Issuer reported 9,330,536
shares of Common Stock outstanding as of May 31, 2008, as reported in that
certain Company Stock Purchase Agreement, dated June 3, 2008, by and
between Issuer and RCH Fund II attached to Issuers Current Report on Form 8-K
filed on June 5, 2008. For the
purpose of calculating the percentage beneficial ownership approximated in Row
11, the 1,150,000 newly issued common shares were added to the 9,330,536 shares
of Common Stock outstanding as of May 31, 2008, amounting to a total of
10,480,536 shares.
6
CUSIP No.
225439207
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1.
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Names of Reporting Persons
RCH Energy Opportunity Fund III, 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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o
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(b)
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x
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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)
WC
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
687,000*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
687,000*
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
687,000*
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
Approximately 6.6%*
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14.
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Type of Reporting Person
(See Instructions)
PN
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* RCH Energy Opportunity Fund II, L.P. (RCH
Fund II) purchased 1,150,000 shares of newly issued common stock (Common
Stock) of Credo Petroleum Corporation
(the Issuer) and purchased 687,000 shares of Common Stock from certain
directors of the Issuer on July 3, 2008. Also on July 3, 2008 and
immediately subsequent to such purchases, RCH Fund II sold 687,000 shares of
Common Stock to RCH Energy Opportunity Fund III, L.P., a Delaware limited
partnership. The Issuer reported
9,330,536 shares of Common Stock outstanding as of May 31, 2008, as
reported in that certain Company Stock Purchase Agreement, dated June 3,
2008, by and between Issuer and RCH Fund II attached to Issuers Current Report
on Form 8-K filed on June 5, 2008.
For the purpose of calculating the percentage beneficial ownership approximated
in Row 11, the 1,150,000 newly issued common shares were added to the 9,330,536
shares of Common Stock outstanding as of May 31, 2008, amounting to a
total of 10,480,536 shares.
7
Item 1.
Security and Issuer
This statement on
Schedule 13D (Schedule 13D) relates to
the shares of common stock,
par value $0.10 per share (the Shares), of Credo Petroleum Corporation, a
Colorado corporation (the Issuer),
whose principal executive offices are located at 1801
Broadway, Suite 900, Denver, Colorado 80202.
Item 2.
Identity and Background
(a)-(c)
This Schedule 13D is filed jointly by each of the
following persons pursuant to Rule 13d-1(k) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the Act:
(i)
Robert J. Raymond
Robert J. Raymonds
principal business is to be the sole member of RR Advisors.
(ii)
RR Advisors, LLC, a Delaware limited
liability company (RR Advisors)
RR Advisors is an
investment advisor whose principal business is to act as the general partner
and direct the investment activities of certain limited partnerships and serve
the limited partners of said limited partnerships, including institutional,
corporate, government and high-net worth clients.
(iii)
RCH Energy Opportunity Fund II GP, L.P.,
a Delaware limited partnership (RCH Energy Opportunity Fund II GP)
RCH Energy Opportunity
Fund II GP was formed to act as the general partner of RCH Energy Opportunity
Fund II and owns a 0.1% interest in RCH Energy Opportunity Fund II.
(iv)
RCH Energy Opportunity Fund II, L.P., a
Delaware limited partnership (RCH Energy Opportunity Fund II)
RCH Energy Opportunity
Fund II is a private investment partnership formed primarily to invest in, acquire,
hold, manage and dispose of certain investments.
(v)
RCH Energy Opportunity Fund III GP, L.P.,
a Delaware limited partnership (RCH Energy Opportunity Fund III GP)
RCH Energy Opportunity
Fund III GP was formed to act as the general partner of RCH Energy Opportunity
Fund III.
(vi)
RCH Energy Opportunity Fund III, L.P., a
Delaware limited partnership (RCH Energy Opportunity Fund III)
RCH Energy Opportunity
Fund III is a private investment partnership formed primarily to invest in,
acquire, hold, manage and dispose of certain investments.
8
Each of Robert J.
Raymond, RR Advisors, RCH Energy Opportunity Fund II GP, RCH Energy Opportunity
Fund II, RCH Energy Opportunity Fund III GP and RCH Energy Opportunity Fund III
are together referred to as the Reporting Persons. The business address of each of the Reporting
Persons is 200 Crescent Court, Suite 1060, Dallas, Texas 75201.
(d) (e) During
the past five years, none of the Reporting Persons has (i) been convicted
in a criminal proceeding or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which 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.
(f)
Robert J. Raymond is a citizen of the
United States.
The Reporting Persons
have entered into a Joint Filing Statement, dated the date hereof, a copy of
which is filed with this Schedule 13D as Exhibit A (which is hereby
incorporated by reference) pursuant to which the Reporting Persons have agreed
to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under
the Act. Information with respect to
each Reporting Person is given solely by such Reporting Person, and no
Reporting Person assumes responsibility for the accuracy or completeness of the
information furnished by another Reporting Person. The Reporting Persons expressly disclaim that
they have agreed to act as a group other than as described in this Schedule
13D. Pursuant to Rule 13d-4 of the
Act, the Reporting Persons expressly declare that the filing of this statement
shall not be construed as an admission that any such person is, for the
purposes of Section 13(d) and/or Section 13(g) of the Act
or otherwise, the beneficial owner of any securities covered by this Schedule
13D held by any other person.
In accordance with the provisions
of General Instruction C to Schedule 13D, information concerning the executive
officers, directors and each person controlling the Reporting Persons, as
applicable (collectively, the Listed Persons), required by Item 2 of Schedule
13D is provided on Schedule 1 and is incorporated herein by reference. To the
Reporting Persons knowledge, none of the Listed Persons have been, during the
last five years, (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) 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 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
Pursuant to that certain
Company Stock Purchase Agreement, dated June 3, 2008, by and between the
Issuer and RCH Energy Opportunity Fund II, RCH Energy Opportunity Fund II
purchased 1,150,000 Shares of newly issued common stock from the Issuer in
consideration for, among other things, the purchase price of $16,675,000 in
cash paid upon closing, which occurred on July 3, 2008.
9
Concurrent with the July 3,
2008 closing of the Company Stock Purchase Agreement, RCH Energy Opportunity
Fund II purchased an additional 687,000 Shares from certain directors of the
Issuer in consideration for, among other things, the purchase price of
$9,961,500 pursuant to that certain Stock Purchase Agreement (the Director
Stock Purchase Agreement), dated June 3, 2008, by and among RCH Energy
Opportunity Fund II and those certain directors party thereto.
Also
on July 3, 2008 and immediately subsequent to RCH Energy Opportunity Fund
IIs purchase of the 687,000 Shares pursuant to the Director Stock Purchase
Agreement, RCH Energy Opportunity Fund III purchased said 687,000 Shares from
RCH Energy Opportunity Fund II in consideration for, among other things, the
purchase price of $9,961,500 pursuant to that certain Stock Purchase Agreement
(Inter-Fund Stock Purchase Agreement), dated July 3, 2008, by and
between RCH Energy Opportunity Fund II and RCH Energy Opportunity Fund III.
Both RCH Energy
Opportunity Fund II and RCH Energy Opportunity Fund III funded their respective
Share acquisitions with capital called from their respective limited partners.
Item 4.
Purpose of Transaction
The Reporting Persons
acquired beneficial ownership of the Shares reported herein solely for
investment purposes. Subject to that
certain standstill provision in the Company Stock Purchase Agreement whereby
RCH Energy Opportunity Fund II and its affiliates are obligated to refrain from
purchasing additional Shares for a 24-month period, the Reporting Persons may
make additional purchases of Shares either in the open market or in private
transactions, depending on the Reporting Persons business, prospects and
financial condition, the market for the Shares, general economic conditions,
stock market conditions and other future developments. The following describes plans or proposals
that the Reporting Persons may have with respect to the matters set forth in
Item 4(a)-(j) of Schedule 13D:
(a)
None.
(b)
None.
(c)
None.
(d)
In connection with RCH Energy Opportunity
Fund IIs acquisition of Common Stock and in accordance with the Company Stock
Purchase Agreement, the Issuers board of directors was
expanded to seven members and now includes two directors nominated by RCH
Energy Opportunity Fund II, W. Mark Meyer and John A. Rigas.
(e)
None.
(f)
None.
(g)
None.
(h)
None.
(i)
None.
10
(j)
Except as described in this Item 4, the
Reporting Persons do not have, as of the date of this Schedule 13D, any other
plans or proposals that relate to or would result in any of the actions or
events specified in clauses (a) through (i) of Item 4 of Schedule
13D. The Reporting Persons may change
their plans or proposals in the future.
In determining from time to time whether to sell the Shares reported as
beneficially owned in this Schedule 13D (and in what amounts) or to retain such
securities, the Reporting Persons will take into consideration such factors as
they deem 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 Persons. Subject to the standstill provision in the
Company Stock Purchase Agreement discussed in the first paragraph of this Item
4 above, the Reporting Persons reserve 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 their holdings of securities of the Issuer or
to change their 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) (1) Robert J. Raymond does not
directly own any securities of the Issuer.
Robert J. Raymond is the sole member of RR Advisors, which is the
general partner of (i) RCH Energy Opportunity Fund II GP, which is the
general partner of RCH Energy Opportunity Fund II and (ii) RCH Energy
Opportunity Fund III GP, which is the general partner of RCH Energy Opportunity
Fund III; therefore Robert J. Raymond may be deemed to possess shared voting
and dispositive powers with respect to the Shares beneficially owned by RCH
Energy Opportunity Fund II and RCH Energy Opportunity Fund III, representing an
aggregate of 1,837,000 Shares (17.5%).
(2) RR Advisors
does not directly own any securities of the Issuer. RR Advisors is the general partner of (i) RCH
Energy Opportunity Fund II GP, which is the general partner of RCH Energy
Opportunity Fund II and (ii) RCH Energy Opportunity Fund III GP, which is
the general partner of RCH Energy Opportunity Fund III; therefore RR Advisors
may be deemed to indirectly possess shared voting and dispositive powers with
respect to the Shares beneficially owned by RCH Energy Opportunity Fund II and
RCH Energy Opportunity Fund III, representing an aggregate of 1,837,000 Shares
(17.5%).
(3) RCH Energy
Opportunity Fund II GP does not directly own any securities of the Issuer. RCH Energy Opportunity Fund II GP is the
general partner of RCH Energy Opportunity Fund II; therefore RCH Energy
Opportunity Fund II GP may be deemed to indirectly possess shared voting and
dispositive powers with respect to the Shares beneficially owned by RCH Energy
Opportunity Fund II, representing an aggregate of 1,150,000 Shares (11.0%).
(4) RCH Energy
Opportunity Fund III GP does not directly own any securities of the
Issuer. RCH Energy Opportunity Fund III
GP is the general partner of RCH Energy Opportunity Fund III; therefore RCH
Energy Opportunity Fund III GP may be deemed to indirectly possess shared
voting and dispositive powers with respect to the Shares beneficially owned by
RCH Energy Opportunity Fund III, representing an aggregate of 687,000 Shares
(6.6%).
11
(5) RCH Energy
Opportunity Fund II directly owns a total of 1,150,000 Shares (11.0%), all of
which were purchased under the Company Stock Purchase Agreement.
(6) RCH Energy
Opportunity Fund III directly owns a total of 687,000 Shares (6.6%), all of
which were purchased under the
Inter-Fund Stock Purchase
Agreement.
To the knowledge of the
Reporting Persons, no individual listed on Schedule 1 beneficially owns any
Shares.
(c) No transactions in Shares were effected by
the Reporting Persons, or to their knowledge, by any of the persons listed on
Schedule 1 hereto, during the past sixty days except for those transactions
pursuant to the Company Stock Purchase Agreement, the Director Stock Purchase
Agreement and the Inter-Fund Stock Purchase Agreement. See Item 3 above for more information on
these transactions.
(d) To the best knowledge of the Reporting
Persons, no person other than the Reporting Persons has the right to receive,
or the power to direct the receipt of dividends from, or the power to direct
the receipt of proceeds of the sale of the Shares owned by the Reporting
Persons.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Joint Filing Statement
The Reporting Persons
have entered into a Joint Filing Statement, dated the date hereof, a copy of
which is filed with this Schedule 13D (which is hereby incorporated by
reference) pursuant to which the Reporting Persons have agreed to file this
statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under
the Act.
Company Stock Purchase Agreement
Pursuant to that certain
Company Stock Purchase Agreement, dated June 3, 2008, by and between the
Issuer and RCH Energy Opportunity Fund II, RCH Energy Opportunity Fund II
purchased 1,150,000 Shares of newly issued common stock from the Issuer in
consideration for, among other things, the purchase price of $16,675,000 in
cash paid upon closing, which occurred on July 3, 2008.
Director Stock Purchase Agreement
Pursuant to that certain
Stock Purchase Agreement, dated June 3, 2008, by and among RCH Energy
Opportunity Fund II and those certain directors party thereto, RCH Energy
Opportunity Fund II purchased 687,000 Shares from certain directors of the
Issuer in consideration for, among other things, the purchase price of
$9,961,500 in cash paid upon closing, which occurred on July 3, 2008.
12
Inter-Fund Stock Purchase
Agreement
Pursuant
to that certain Stock Purchase Agreement, dated July 3, 2008, by and
between RCH Energy Opportunity Fund II and RCH Energy Opportunity Fund III, RCH
Energy Opportunity Fund III purchased 687,000 Shares from RCH Energy
Opportunity Fund II in consideration for, among other things, the purchase
price of $9,961,500 in cash paid upon closing, which occurred on July 3,
2008.
Registration
Rights Agreement
In
connection with the transactions under the Company Stock Purchase Agreement,
the Issuer entered into that certain Registration Rights Agreement (the
Registration Rights Agreement), dated July 3, 2008, with RCH Energy
Opportunity Fund II pursuant to which RCH Energy Opportunity Fund II has the
right to require the Issuer to register the resale of the Shares purchased
pursuant to the Company Stock Purchase Agreement and the Director Stock
Purchase Agreement under the Securities Act of 1933, as amended, in certain
circumstances. The Registration Rights Agreement also requires the Issuer
to provide holders of such Shares with piggyback registration rights in
certain circumstances. Pursuant to the
Inter-Fund Stock Purchase Agreement, RCH Energy Opportunity Fund III was
assigned registration rights under the Registration Rights Agreement with respect
to the Shares it purchased pursuant to such Inter-Fund Stock Purchase
Agreement.
References
to, and descriptions of, the Company Stock Purchase Agreement, as set forth in
this Item 6 are qualified in their entirety by reference to the Company Stock
Purchase Agreement filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K
filed on June 5, 2008, which is incorporated in its entirety in this Item
6.
References
to, and descriptions of, the Director Stock Purchase Agreement, as set forth in
this Item 6 are qualified in their entirety by reference to the Director Stock
Purchase Agreement filed as Exhibit 99.1 to the Issuers Current Report on Form 8-K
filed on June 5, 2008, which is incorporated in its entirety in this Item
6.
References
to, and descriptions of, the Registration Rights Agreement, as set forth in
this Item 6 are qualified in their entirety by reference to the Registration
Rights Agreement filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K
filed on July 10, 2008, which is incorporated in its entirety in this Item
6.
Item 7.
|
|
Material
to Be Filed as Exhibits
|
|
|
|
99.1
|
|
Joint
Filing Statement (filed herewith).
|
|
|
|
99.2
|
|
Company Stock
Purchase Agreement (incorporated by
reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K
filed on June 5, 2008).
|
|
|
|
99.3
|
|
Director Stock
Purchase Agreement (incorporated by
reference to Exhibit 99.1 of the Issuers Current Report on
Form 8-K filed on June 5, 2008).
|
13
99.4
|
|
Registration Rights
Agreement
(incorporated
by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K
filed on July 10, 2008).
|
|
|
|
99.5
|
|
Inter-Fund Stock
Purchase Agreement (filed herewith).
|
14
SIGNATURES
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: July 14, 2008
|
/s/
Robert J. Raymond
|
|
ROBERT J. RAYMOND
|
|
|
|
|
|
RR
ADVISORS, LLC
|
|
|
|
|
|
By:
|
/s/
Robert J. Raymond
|
|
|
Robert
J. Raymond
|
|
|
Sole
Member
|
|
|
|
|
|
RCH
ENERGY OPPORTUNITY FUND II GP,
|
|
|
L.P.
|
|
|
|
|
By:
|
RR Advisors, LLC, its
general partner
|
|
|
|
|
By:
|
/s/ Robert J. Raymond
|
|
|
|
Robert
J. Raymond
|
|
|
|
Sole
Member
|
|
|
|
|
|
RCH ENERGY
OPPORTUNITY FUND II, L.P.
|
|
|
|
By:
|
RCH Energy Opportunity
Fund II GP, L.P.,
its general partner
|
|
|
|
|
By:
RR Advisors, LLC, its general
partner
|
|
|
|
|
By:
|
/s/
Robert J. Raymond
|
|
|
|
Robert
J. Raymond
|
|
|
|
Sole
Member
|
|
|
|
|
|
15
|
RCH
ENERGY OPPORTUNITY FUND III GP,
|
|
|
L.P.
|
|
|
|
|
By:
|
RR Advisors, LLC, its
general partner
|
|
|
|
|
|
By:
|
/s/
Robert J. Raymond
|
|
|
|
Robert
J. Raymond
|
|
|
|
Sole
Member
|
|
|
|
|
|
|
|
RCH
ENERGY OPPORTUNITY FUND III,
|
|
|
L.P.
|
|
|
|
|
By:
|
RCH Energy Opportunity
Fund III GP, L.P.,
its general partner
|
|
|
|
|
|
By: RR
Advisors, LLC, its general
partner
|
|
|
|
|
|
By:
|
/s/
Robert J. Raymond
|
|
|
|
Robert
J. Raymond
|
|
|
|
Sole
Member
|
16
Schedule 1
Listed Persons
(As of July 14, 2008)
Executive Officers of RR Advisors, LLC
Name: Robert J. Raymond
Principal
Occupation: Sole Member
Citizenship: United States
Amount
Beneficially Owned: 100%
Name: W. Mark Meyer
Principal
Occupation: President
Citizenship: United States
Amount
Beneficially Owned: 0%
Name: John A. Rigas
Principal
Occupation: Vice President
Citizenship: United States
Amount
Beneficially Owned: 0%
General Partner of
RCH Energy Opportunity Fund II GP, L.P.
RR Advisors, LLC
General Partner of RCH Energy Opportunity Fund II,
L.P.
RCH Energy Opportunity Fund
II GP, L.P.
General Partner of
RCH Energy Opportunity Fund III GP, L.P.
RR Advisors, LLC
General Partner of RCH Energy Opportunity Fund III,
L.P.
RCH Energy Opportunity Fund
III GP, L.P.
*
Unless otherwise indicated, the Listed Person has sole power to vote or direct
the vote and sole power to dispose or to direct the disposition of the Shares.
EXHIBIT
INDEX
99.1
|
|
Joint
Filing Statement (filed herewith).
|
|
|
|
99.2
|
|
Company Stock
Purchase Agreement (incorporated by
reference to Exhibit 10.1 of the Issuers Current Report on
Form 8-K filed on June 5, 2008).
|
|
|
|
99.3
|
|
Director Stock
Purchase Agreement (incorporated by
reference to Exhibit 99.1 of the Issuers Current Report on
Form 8-K filed on June 5, 2008).
|
|
|
|
99.4
|
|
Registration Rights
Agreement
(incorporated
by reference to Exhibit 10.1 of the Issuers Current Report on
Form 8-K filed on July 10, 2008).
|
|
|
|
99.5
|
|
Inter-Fund Stock
Purchase Agreement (filed herewith).
|
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