Petrohawk Energy Corporation SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D/A

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

PETROHAWK ENERGY CORPORATION
(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

716495106
(CUSIP Number)


PHAWK, LLC
1100 Louisiana, Suite 4400
Houston, Texas 77002
(832) 204-2700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 28, 2005
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 204.13d-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 § 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 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.

 
CUSIP NO. 716495106
SCHEDULE 13D
  

(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
PHAWK, LLC
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
PHAWK, LLC ("PHAWK") is a limited liability company organized under the laws of the State of Delaware.
 
 
Number of
  
(7)
  
Sole Voting Power
  
10,075,757
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
0
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
10,075,757
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
0

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,075,757
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(1)
     
(14)
Type of Reporting Person (See Instructions)
OO
 
(1) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.
2
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
EnCap Energy Capital Fund IV, L.P.
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
EnCap Energy Capital Fund IV, L.P. ("EnCap IV") is a limited partnership organized under the laws of the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
16,810
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,075,757(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
16,810
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,075,757(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
PN
 
(1) EnCap IV may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK. See Item 5.
(2) EnCap IV disclaims any beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

3
 
CUSIP NO. 716495106
SCHEDULE 13D
  

 
(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
EnCap Energy Capital Fund IV-B, L.P.
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
EnCap Energy Capital Fund IV-B, L.P. ("EnCap IV-B") is a limited partnership organized under the laws of the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,075,7571)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,075,757(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,075,757(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
PN
 
(1) EnCap IV-B may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK. See Item 5.
(2) EnCap IV-B disclaims any beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

4
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
EnCap Equity Fund IV GP, L.P.
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
EnCap Equity Fund IV GP, L.P. ("EnCap Equity") is a limited partnership organized under the laws of the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
PN
 
(1) EnCap Equity may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) EnCap Equity disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

5
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
EnCap Investments L.P.
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
     
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
EnCap Investments L.P. ("EnCap Investments") is a limited partnership organized under the laws of the State of Delaware.
 
 
Number of
 
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
PN
 
(1) EnCap Investments may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) EnCap Investments disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

6
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
EnCap Investments GP, L.L.C.
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
     
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
EnCap Investments GP, L.L.C. ("EnCap Investments GP") is a limited liability company organized under the laws of the State of Delaware.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
OO
 
(1) EnCap Investments GP may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) EnCap Investments GP disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.
 
7
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
RNBD GP LLC
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
RNBD GP LLC ("RNBD") is a limited liability company organized under the laws of the State of Delaware.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
OO
 
(1) RNBD may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) RNBD disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

8
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
David B. Miller
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o

(6)
Citizenship or Place of Organization
David B. Miller is a resident the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
IN
 
(1) David B. Miller may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) David B. Miller disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

9
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
D. Martin Phillips
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
D. Martin Phillips is a resident the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
IN
 
(1) D. Martin Phillips may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) D. Martin Phillips disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

10
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
Gary R. Petersen
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
Gary R. Petersen is a resident the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
IN
 
(1) Gary R. Petersen may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) Gary R. Petersen disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

11
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
Robert L. Zorich
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
Robert L. Zorich is a resident the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,092,567(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,092,567(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,092,567(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
IN
 
(1) Robert L. Zorich may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK and EnCap IV. See Item 5.
(2) Robert L. Zorich disclaims any beneficial ownership of the securities owned by PHAWK or EnCap IV in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

12
 
CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
FCW, LLC
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
FCW, LLC ("FCW") is a limited liability company organized under the laws of the State of Delaware.
 
 
Number of
  
(7)
  
Sole Voting Power
  
0
 
Shares Bene-
            
 
ficially
  
(8)
  
Shared Voting Power
  
10,075,757(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
0
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,075,757(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,075,757(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.5%(3)
     
(14)
Type of Reporting Person (See Instructions)
OO
 
(1) FCW may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK. See Item 5.
(2) FCW disclaims any beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.

13

CUSIP NO. 716495106
SCHEDULE 13D
  


(1)
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
  
     
 
Floyd C. Wilson
  
     
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
   
(b)  o
     
(3)
SEC Use Only
  
     
(4)
Source of Funds (See Instructions)
OO
     
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
(6)
Citizenship or Place of Organization
Floyd C. Wilson is a resident the State of Texas.
 
 
Number of
  
(7)
  
Sole Voting Power
  
51,000
 
Shares Bene-
          
 
ficially
  
(8)
  
Shared Voting Power
  
10,075,757(1)
 
Owned by
            
 
Each
  
(9)
  
Sole Dispositive Power
  
51,000
 
Reporting
            
 
Person With
  
(10)
  
Shared Dispositive Power
  
10,075,757(1)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,126,757(2)
     
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
     
(13)
Percent of Class Represented by Amount in Row (11)
22.6%(3)
     
(14)
Type of Reporting Person (See Instructions)
IN
 
(1) Floyd C. Wilson may be deemed to share voting and dispositive power with respect to the securities owned by PHAWK. See Item 5.
(2) Floyd C. Wilson disclaims any beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities.
(3) Based on 39,788,000 shares issued and outstanding as of December 31, 2004, as disclosed in the Issuer's 8-K filed December 31, 2004.


Item 1. Security and Issuer.

No modification.
 
Item 2. Identity and Background.
 
No modification.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
The following is added to Item 3:
 
On January 11, 2005, PHAWK sold 1,705,000 shares of Common Stock. On January 12, 2005, PHAWK sold 68,148 shares of Common Stock.
 
Item 4. Purpose of Transaction.
 
No modification.
 
Item 5. Interest in Securities of the Issuer.
 
Items 5(a) and 5(b) are amended and restated as follows:
 
(a) The following table describes the number of shares of Common Stock, including shares of Common Stock issuable upon exercise or conversion of the Warrants, and the percent of outstanding Common Stock owned by the reporting persons. All percentages are based on 39,788,000 shares issued and outstanding as of December 31, 2004.
 
 
Common Stock
Warrants
  
Name:
Sole:
Shared:
Sole:
Shared:
Percent of
Class(1)
           
PHAWK, LLC
5,075,757
0
5,000,000
0
22.5%
EnCap Energy
Capital Fund IV,
L.P.
16,810
5,075,757
0
5,000,000
22.5%
EnCap Energy
Capital Fund
IV-B, L.P.
0
5,075,757
0
5,000,000
22.5%
EnCap Equity
Fund IV GP,
L.P.
0
5,092,567
0
5,000,000
22.5%
EnCap
Investments L.P.
0
5,092,567
0
5,000,000
22.5%
EnCap
Investments GP,
L.L.C.
0
5,092,567
0
5,000,000
22.5%
RNBD GP LLC
0
5,092,567
0
5,000,000
22.5%
David B. Miller
0
5,092,567
0
5,000,000
22.5%
D. Martin
Phillips
0
5,092,567
0
5,000,000
22.5%
Gary R. Petersen
0
5,092,567
0
5,000,000
22.5%
Robert L. Zorich
0
5,092,567
0
5,000,000
22.5%
FCW, LLC
0
5,075,757
0
5,000,000
22.5%
Floyd C. Wilson
1,000
5,075,757
50,000
5,000,000
22.6%

15

(1) In accordance with SEC regulations under Section 13(d) of the Act, the percent shown in this column for each stockholder represents the number of shares of Common Stock owned by the stockholder plus the derivative securities (on an as converted basis) owned by such stockholder divided by the number of shares outstanding plus the number of derivative securities (on an as converted basis) owned by such stockholder.

(b) PHAWK has the sole power to vote or direct the vote and to dispose or direct the disposition of 10,802,609 shares of Common Stock.
 
EnCap IV has the sole power to vote or direct the vote and to dispose or direct the disposition of 16,810 shares of Common Stock.
 
Each of EnCap IV and EnCap IV-B may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK by virtue of having the contractual right to nominate a majority of the members of the board of directors of PHAWK pursuant to PHAWK's limited liability company agreement. Each of EnCap IV and EnCap IV-B disclaims beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities.
 
EnCap Equity may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK by virtue of being the general partner of EnCap IV and EnCap IV-B. EnCap Equity disclaims beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities. EnCap Equity may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by EnCap IV by virtue of being the general partner of EnCap IV. EnCap Equity disclaims beneficial ownership of the securities owned by EnCap IV in excess of its pecuniary interest in such securities.
 
EnCap Investments may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK and EnCap IV by virtue of being the general partner of EnCap Equity. EnCap Investments disclaims beneficial ownership of the securities owned by PHAWK and EnCap IV in excess of its pecuniary interest in such securities.
 
EnCap Investments GP may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK and EnCap IV by virtue of being the general partner of EnCap Investments. EnCap Investments GP disclaims beneficial ownership of the securities owned by PHAWK and EnCap IV in excess of its pecuniary interest in such securities.
 
RNBD may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK and EnCap IV by virtue of being the sole member of EnCap Investments GP. RNBD disclaims beneficial ownership of the securities owned by PHAWK and EnCap IV in excess of its pecuniary interest in such securities.
 

16

Each of David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK and EnCap IV by virtue of being the controlling persons of RNBD. David B. Miller and D. Martin Phillips each also serve as directors of PHAWK. Each of David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich disclaims beneficial ownership of the securities owned by PHAWK and EnCap IV in excess of his pecuniary interest in such securities.
 
FCW, LLC may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK by virtue of having the contractual right to nominate one of the members of the board of directors of PHAWK pursuant to PHAWK's limited liability company agreement and by virtue of being controlled by Floyd C. Wilson, the President and Chief Executive Officer of PHAWK. FCW, LLC disclaims beneficial ownership of the securities owned by PHAWK in excess of its pecuniary interest in such securities.
 
Floyd C. Wilson has the sole power to vote or direct the vote and to dispose or direct the disposition of 51,000 shares of Common Stock. Floyd C. Wilson may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by PHAWK by virtue of being the controlling person of FCW, LLC and by virtue of being the President and Chief Executive officer and serving as a director of PHAWK. Floyd C. Wilson disclaims beneficial ownership of the securities owned by PHAWK in excess of his pecuniary interest in such securities.
 
Items 5(c)-(e). No modification.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
 
No modification.
 
Item 7. Material to Be Filed as Exhibits.
 
The following is added to Item 7:

(7)  Joint Filing Agreement dated January 25, 2005 among PHAWK, LLC, EnCap Energy Capital Fund IV, L.P., EnCap Energy Capital Fund IV-B, L.P., EnCap Equity Fund IV GP, L.P., EnCap Investments L.P., EnCap Investments GP, L.L.C., RNBD GP LLC, FCW, LLC, David B. Miller, D. Martin Phillips, Gary R. Petersen, Robert L. Zorich, and Floyd C. Wilson.

17

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.
 
 Date: February 2, 2005  
   
 
PHAWK, LLC
       
   
By:
/s/ Floyd C. Wilson
     
Floyd C. Wilson
   
Title:
President and Chief Executive Officer
       
       
 
EnCap Energy Capital Fund IV, L.P.,
   
By:
EnCap Equity Fund IV GP, L.P.,
     
its general partner
   
by:
EnCap Investments L.P., its general partner
   
by:
EnCap Investments GP, L.L.C.,
     
its general partner
       
   
By:
/s/ David B. Miller
     
David B. Miller
   
Title:
Senior Managing Director
       
       
 
EnCap Energy Capital Fund IV-B, L.P.,
   
By:
EnCap Equity Fund IV GP, L.P.,
     
its general partner
   
By:
EnCap Investments L.P., its general partner,
   
By:
EnCap Investments GP, L.L.C.,
     
its general partner
       
   
By:
/s/ David B. Miller
     
David B. Miller
   
Title:
Senior Managing Director
 
 
 
EnCap Equity Fund IV GP, L.P.
   
By:
EnCap Investments L.P., its general partner
   
By:
EnCap Investments GP, L.L.C.,
     
its general partner
       
   
By:
/s/ David B. Miller
     
David B. Miller
   
Title:
Senior Managing Director
     

 


18
     
 
EnCap Investments L.P.,
   
By:
EnCap Investments GP, L.L.C.,
     
its general partner
       
   
By:
/s/ David B. Miller
     
David B. Miller
   
Title:
Senior Managing Director
       
       
 
EnCap Investments GP, L.L.C.
       
   
By:
/s/ David B. Miller
     
David B. Miller
   
Title:
Senior Managing Director
       
       
 
RNBD GP LLC
       
   
By:
/s/ David B. Miller
     
David B. Miller
   
Title:
Senior Managing Director
       
       
 
David B. Miller
       
   
By:
/s/ David B. Miller
     
David B. Miller
       
       
 
D. Martin Phillips
       
   
By:
/s/ D. Martin Phillips
     
D. Martin Phillips
       
       
 
Gary R. Petersen
       
   
By:
/s/ Gary R. Petersen
     
Gary R. Petersen
       
       
 
Robert L. Zorich
       
   
By:
/s/ Robert L. Zorich
     
Robert L. Zorich

19

 
FCW, LLC
       
   
By:
/s/ Floyd C. Wilson
     
Floyd C. Wilson
   
Title:
Manager
       
       
 
Floyd C. Wilson
       
   
By:
/s/ Floyd C. Wilson
     
Floyd C. Wilson

20