13F-HR 1 eap776657-2.txt SPO PARTNERS & CO. 38 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F Form 13F COVER PAGE Report for the Calendar Year or Quarter Ended: September 30, 2001 Check here if Amendment [ ]; Amendment Number: This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: SPO Partners & Co. Address: 591 Redwood Highway, Suite 3215 Mill Valley, CA 94941 Form 13F File Number: 28-4162 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: William J. Patterson Title: Managing Director and Vice President Phone: (415) 383-6600 Signature, Place, and Date of Signing: /s/ William J. Patterson Mill Valley, CA October 29, 2001 ------------------------ --------------- ---------------- [Signature] [City, State] [Date] Report Type (Check only one.): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) Form 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 2 Form 13F Information Table Entry Total: 6 Form 13F Information Table Value Total: $ 227,291 (thousands) List of Other Included Managers: Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. No. Form 13F File Number Name 1 28-4164 SF Advisory Corp. 2 28-4166 SF Advisory Corp. II Form 13F INFORMATION TABLE

COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 -------------- -------- -------- --------- -------------------- ---------- -------- -------------------------- TITLE OF VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY NAME OF ISSUER CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE -------------- -------- -------- --------- -------- --------- ---------- -------- ----------------------------- PROQUEST COM 74346P102 $ 4548,~~409~~192 1,464,800 SH DEFINED 1,2 1,464,800 ENSCO INTL INC COM 26874Q100 $ 8355,~~449~~467 3,~~566~~793,~~200~~900 SH DEFINED 1,2 3,~~566~~793,~~200~~900 CRESCENT REAL ESTATE EQ COM 225756105 $~~124~~89,~~752~~359 54,~~077~~165,~~400~~900 SH DEFINED 1,2 54,~~077~~165,~~400~~900 ~~ESTATE EQ~~ PURE RESOURCES COM 74622E102 $ 2421,~~030~~293 1,335,000 SH DEFINED 1,2 1,335,000 ~~GULF~~CROWN ~~INDONESIA~~CASTLE INTERNATIONAL COM ~~402284103~~228227104 $ 59,~~060~~000 ~~498~~1,000,000 SH DEFINED 1,2 ~~498~~1,000,000 GULF INDONESIA RES LTD. COM 402284103 $ 3,980 457,500 SH DEFINED 1,2 457,500

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