Eckenstein Matthias · SC 13D/A · Primeenergy Corp · On 10/3/06

Filed On 10/3/06 3:03pm ET   ·   SEC File 5-20321   ·   Accession Number 950134-6-18589

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Schedule 13d                              5     17K 
 2: EX-3.1      Voting Agreement - Corinne Eckenstein               HTML      6K 
 3: EX-3.2      Voting Agreement - Gabriel Eckenstein               HTML      6K 

SC 13D/A   ·   Amendment to Schedule 13d
Document Table of Contents

SC 13D/A
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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. 3)*    

PrimeEnergy Corporation   
--------------------------------------------------------------------------------
(Name of Issuer)  

Common Stock, $.10 par value    
--------------------------------------------------------------------------------
(Title of Class of Securities)  

74158E104   
-----------------------------------   
(CUSIP Number)  

James F. Gilbert

4015 Holland #101, Dallas, TX 75291  (214) 526-2030       
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

September 25, 2006    
-----------------------------------   
(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 Rule 13d-1(b)(3) or (4), check the following box / /.       

Check the following box if a fee is being paid with the statement /X/. (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.)                                                               

NOTE: Six copies of this statement, including all exhibits, should be filed     
with the Commission. See Rule 13d-1(a) 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).                                                                     

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SC 13D/A
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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                   

Matthias Eckenstein                                       

--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                        
                                                                        (a) /  /
                                                                        (b) /  /

--------------------------------------------------------------------------------
3    SEC USE ONLY                                                             

--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*                                                         

PF (See Item 3. herein)                                   

--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO     
      ITEMS 2(d) or 2(e)                                                    /  /

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                     

Switzerland                                                 

--------------------------------------------------------------------------------
     7     SOLE VOTING POWER

NUMBER OF                       225,829 See Item 5.         

           SHARES              -------------------------------------------------
       8     SHARED VOTING POWER
BENEFICIALLY                                                    
       -0-
OWNED BY                                                    
                              ------------------------------------------------
EACH               9     SOLE DISPOSITIVE POWER         

REPORTING                       1,829 See Item 5.           

          PERSON              ------------------------------------------------
            10    SHARED DISPOSITIVE POWER
WITH                                                    
       -0-

------------------------------------------------------------------------------- 
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

225,829 See Item 5.                                       

--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    
                                                                            /  /

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        

6.9                                                       

--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*                                                 

IN                                                        

--------------------------------------------------------------------------------

*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.  

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                                                               Page 3 of 5 pages

Item 1. Security and Issuer.                                                    

      This Amendment No. 3 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. 3 to Schedule 13D is being filed on behalf of Mr.
Matthias Eckenstein. Mr. Eckenstein, who is a citizen of Switzerland, is an     
investor, architect and developer. His business address is Solothurner Strasse  
94, 4008 Basel, Switzerland. Mr. Eckenstein is at present a Director of         
PrimeEnergy, the issuer of the securities to which this Schedule relates and has
held that position since August, 1989.                                          

      Mr. Eckenstein 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.                      

       The shares of the Common Stock beneficially held by Mr. Eckenstein were
acquired utilizing personal funds of Mr. Eckenstein.                            

No borrowed funds were used in connection with the purchase or  
acquisition of the shares of the Common stock beneficially owned by Mr.         
Eckenstein.                                                                     

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Item 4. Purpose of Transaction.                                                 

      See Item 5. herein with respect to transactions in the Common Stock by
Mr. Eckenstein in the sixty day period prior to the date of this Amendment No.  
3.                                                                              

       The shares of the Common Stock beneficially held by Mr. Eckenstein were
acquired as an investment. As noted, Mr. Eckenstein is a Director of            
PrimeEnergy. Although Mr. Eckenstein may develop other plans or proposals in the
future, at present he has no plans or proposals 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. Eckenstein is the beneficial owner of an aggregate of 225,829 shares
of the Common Stock, of which 1,829 shares are held of record and beneficially, 
and as to which he has sole voting and dispositive power. As to 224,000 shares, 
which are held of record as to 112,000 shares by each of his two adult          
children, Mr. Eckenstein has sole voting power, pursuant to Voting Agreements   
each dated September 25, 2006, between Mr. Eckenstein and each of his two adult 
children, Corinne Eckenstein and Gabriel Eckenstein. Mr. Eckenstein has no      
dispositive power as to such 224,000 shares and no pecuniary interest in such   
shares.                                                                         

   On August 11, 2006, Mr. Eckenstein sold 15,000 shares of the Common
Stock to PrimeEnergy for $70.00 per share. On September 25, 2006, Mr.           
Eckenstein transferred by gift 112,000 shares of the Common Stock to each of    
his two adult children. There have been no other transactions in the Common     
Stock by Mr. Eckenstein in the past sixty days.                                 

    In its Form 10-Q for the quarter ended June 30, 2006, filed with the
Commission, PrimeEnergy reported 3,257,977 shares of Common Stock outstanding.  
Based on that filing, Mr. Eckenstein may be deemed the beneficial owner of 6.9% 
of the Common Stock.                                                            

SC 13D/A
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                                                               Page 5 of 5 pages

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. Eckenstein and any person with respect to any   
securities of the issuer except the Voting Agreements between Mr. Eckenstein and
his adult children described in Item 5. herein. As noted, Mr. Eckenstein is a   
Director of PrimeEnergy.                                                        

Item 7. Material Required to be Filed as Exhibits.                              

The following exhibits are filed herewith:                      

       Exhibit 3.1  Voting Agreement dated September 25, 2006, between Corinne
Eckenstein and Matthias Eckenstein    

       Exhibit 3.2  Voting Agreement dated September 25, 2006, between Gabriel
Eckenstein and Matthias Eckenstein    

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:  October 3, 2006                                                         

                         /s/ Matthias Eckenstein
                                        --------------------------------------
                     Matthias Eckenstein

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		6/30/06		4					10-Q
		8/11/06		4					4, 4/A
		9/25/06		1		5			4
Filed On / Filed As Of		10/3/06		5
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