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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Fountain Oil Incorporated
(Name of Issuer)
Common Stock Par Value $0.10 per share
(Title of Class of Securities)
285392 10 6
(CUSIP Number)
Thomas W. Landry, Jr.
8411 Preston Road, Suite 720, LB3
Dallas, Texas 75225
(214) 750-7474
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1996
(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 this statement [ ].
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This statement on Schedule 13D relates to the Common Stock, par value $0.10 per
share, of Fountain Oil Incorporated, a Delaware corporation. With respect to
Touchdown Corporation and Thomas W. Landry, Jr., in his individual capacity,
this statement represents Amendment No. 4 to the Schedule 13D filed by them and
dated September 9, 1991, as amended by Amendment No. 3 thereto dated January 7,
1994, Amendment No. 2 thereto dated December 31, 1991, and Amendment No. 1
thereto dated December 11, 1991.
With respect to The CNW Irrevocable Trust II dated December 11, 1991, this
statement represents Amendment No. 2 to the Schedule 13D filed by it and dated
December 11, 1991, as amended by Amendment No. 1 thereto dated January 7, 1994.
With respect to The CNW Irrevocable Trust dated September 10, 1991, this
statement represents Amendment No. 3 to the Schedule 13D filed by it and dated
September 9, 1991, as amended by Amendment No. 2 thereto dated January 7,
1994, and Amendment No. 1 thereto dated December 31, 1991.
This amendment is filed to reflect that the Reporting Persons, individually and
collectively, are no longer the beneficial owners of more than 5% of the
Issuer's common stock, and to terminate the Schedule 13D that is amended
hereby.
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<TABLE>
<S> <C> <C>
(1) Name of Reporting Person Touchdown
Corporation
S.S. or I.R.S. Identification
No. of Above Person 75-2279307
(2) Check the Appropriate box if a (a)
Member of a Group (See Instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO, WC
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 123,200
Beneficially Owned
by Each Reporting (8) Shared Voting Power
Person With
(9) Sole Dispositive Power 123,200
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 123,200
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) X
(13) Percent of Class Represented in Row (11) 1.1%
(14) Type of Reporting Person (See Instructions) CO
</TABLE>
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<TABLE>
<S> <C> <C>
(1) Name of Reporting Person The CNW
Irrevocable Trust
dated September
10, 1991,
Tom Landry, Jr.,
as Trustee
S.S. or I.R.S. Identification
No. of Above Person Not Applicable
(2) Check the Appropriate box if a (a)
Member of a Group (See Instructions) (b) X
(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)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 264,481
Beneficially Owned
by Each Reporting (8) Shared Voting Power
Person With
(9) Sole Dispositive Power 264,481
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 264,481
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) X
(13) Percent of Class Represented in Row (11) 2.3%
(14) Type of Reporting Person (See Instructions) OO
</TABLE>
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<TABLE>
<S> <C> <C>
(1) Name of Reporting Person The CNW
Irrevocable
Trust II dated
December 11,
1991, Tom
Landry, Jr. as
Trustee
S.S. or I.R.S. Identification
No. of Above Person Not Applicable
(2) Check the Appropriate box if a (a)
Member of a Group (See Instructions) (b) X
(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)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 48,000
Beneficially Owned
by Each Reporting (8) Shared Voting Power
Person With
(9) Sole Dispositive Power 48,000
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 48,000
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) X
(13) Percent of Class Represented in Row (11) 0.42%
(14) Type of Reporting Person (See Instructions) OO
</TABLE>
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<TABLE>
<S> <C> <C>
(1) Name of Reporting Person Thomas W.
Landry, Jr.
S.S. or I.R.S. Identification
No. of Above Person ###-##-####
(2) Check the Appropriate box if a (a)
Member of a Group (See Instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See Instructions) PF, OO
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization United States
Number of Shares (7) Sole Voting Power 552,440*
Beneficially Owned
by Each Reporting (8) Shared Voting Power
Person With
(9) Sole Dispositive Power 552,440*
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 552,440*
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
(13) Percent of Class Represented in Row (11) 4.84%
(14) Type of Reporting Person (See Instructions) IN
</TABLE>
- -------------------------
* Includes 123,200 shares owned by Touchdown Corporation. Power is held by
Thomas W. Landry, Jr. as the sole shareholder and sole director. Also includes
264,481 shares owned by The CNW Irrevocable Trust dated September 10, 1991.
Power is held by Thomas W. Landry, Jr. in his capacity as the sole trustee.
Also includes 48,000 shares owned by The CNW Irrevocable Trust II dated
December 11, 1991. Power is held by Thomas W. Landry, Jr. in his capacity as
the sole trustee.
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ITEM 1. SECURITY OF ISSUER
The response to Item 1 of the Schedule 13D filed by the Reporting
Persons, as amended, is amended by deleting the same and replacing it with the
following:
"This statement relates to the common stock, $0.10 par value per share
(the "Common Stock"), of Fountain Oil Incorporated, a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices
are located at 1400 Broadfield Blvd., Suite 200, Houston, Texas
77084-5163. The Issuer's Common Stock is currently traded on the Nasdaq
National Market System under the symbol "GUSH." It is also listed and
traded on the Oslo Stock Exchange under the symbol "FOO." The Issuer's
Common Stock was traded on Nasdaq OTC Electronic Bulletin Board under
the symbol "EORI" until April 5, 1995."
ITEM 2. IDENTITY AND BACKGROUND
The response to Item 2 of the Schedule 13D filed by the Reporting
Persons, as amended, is unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 of the Schedule 13D filed by the Reporting
Persons, as amended, is unchanged.
ITEM 4. PURPOSE OF TRANSACTION.
The response to Item 4 of the Schedule 13D filed by the Reporting
Persons, as amended, is unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 of the Schedule 13D filed by the Reporting
Persons, as amended, is hereby amended by deleting the first paragraph and
replacing it with the following:
"Based on information furnished by the Issuer, there are currently
11,422,348 Shares of Common Stock of the Issuer outstanding."
The response to Item 5 of the Schedule 13D filed by the Reporting
Persons, as amended, is further amended with respect to Touchdown Corporation
by deleting the response set forth in subparagraph (a) and replacing it with
the following:
"(a) Touchdown Corporation is the beneficial owner of 123,200
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shares of Common Stock of the Issuer which represents 1.1% of the total
outstanding Common Stock. The current amount of Common Stock
beneficially owned by Touchdown Corporation reflects sales of Common
Stock and the 1 for 25 reverse stock split accomplished through the
merger of parent and subsidiary corporations in December, 1994."
The response to Item 5 of the Schedule 13D filed by the Reporting
Persons, as amended, is hereby further amended by deleting the response set
forth in subparagraph (a) with respect to The CNW Irrevocable Trust dated
September 10, 1991 and replacing it with the following:
"(a) The CNW Irrevocable Trust dated September 10, 1991 is the
beneficial owner of 264,481 shares of Common Stock of the Issuer which
represents 2.3% of the total outstanding Common Stock. The current
amount of Common Stock beneficially owned by The CNW Irrevocable Trust
dated September 10, 1991, reflects the amount owned following sales of
Common Stock and the 1 for 25 reverse stock split accomplished through
the merger of parent and subsidiary corporations in December, 1994."
The response to Item 5 of the Schedule 13D filed by the Reporting
Persons, as amended, is hereby further amended by deleting the response set
forth in subparagraph (a) with respect to The CNW Irrevocable Trust II dated
December 11, 1991 and replacing it with the following:
"(a) The CNW Irrevocable Trust II dated December 11, 1991 is the
beneficial owner of 48,000 shares of Common Stock of the Issuer, which
represents 0.42% of the total outstanding Common Stock. The current
amount of Common Stock beneficially owned by The CNW Irrevocable Trust
II dated December 11, 1991, reflects the amount owned following sales of
Common Stock and the 1 for 25 reverse stock split accomplished through
the merger of parent and subsidiary corporations in December, 1994."
The response to Item 5 of the Schedule 13D filed by the Reporting
Persons, as amended, is hereby further amended by deleting the response set
forth in subparagraph (a) with respect to Thomas W. Landry. Jr. and replacing
it with the following:
"(a) Thomas W. Landry, Jr. directly owns 116,759 shares of Common Stock
of the Issuer. By virtue of Thomas W. Landry, Jr.'s 100% ownership of
the outstanding capital stock of Touchdown Corporation and his position
as sole Director and President of Touchdown Corporation, Thomas W.
Landry, Jr. may also be deemed to be the beneficial owner of shares of
Common Stock of the Issuer owned directly by Touchdown Corporation
(123,200 shares). In his capacity as sole trustee of The CNW Irrevocable
Trust dated September 10, 1991, Thomas W. Landry, Jr. may also be deemed
to be the beneficial owner of shares of Common Stock of the Issuer owned
by The CNW Irrevocable Trust dated September 10, 1991 (264,481 shares).
In his capacity as sole trustee of The
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CNW Irrevocable Trust II dated December 11, 1991, Thomas W. Landry, Jr.
may also be deemed to be the beneficial owner of shares of Common Stock
of the Issuer owned by The CNW Irrevocable Trust II dated December 11,
1991 (48,000 shares). The 552,440 shares of Common Stock of the Issuer
which may be deemed to be beneficially owned by Thomas W. Landry, Jr.
represents 4.84% of the total outstanding Common Stock. The current
amount of Common Stock beneficially owned by Mr. Landry reflects the
amount owned following sales of Common Stock and the 1 for 25 reverse
stock split accomplished through the merger of parent and subsidiary
corporations in December, 1994."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The response to Item 6 of the Schedule 13D filed by the Reporting
Persons, as amended, with respect to Touchdown Corporation is amended by
deleting the paragraph following subparagraph (l) and replacing it with the
following:
"All Warrants have either been exercised or have expired. Touchdown
Corporation owns no currently exercisable warrants."
The response to Item 6 of the Schedule 13D filed by the Reporting
Persons. as amended, with respect to The CNW Irrevocable Trust dated September
10. 1991 is amended by deleting the paragraph following subparagraph (l) and
replacing it with the following:
"All Warrants have either been exercised or have expired. The CNW
Irrevocable Trust dated September 10, 1991 owns no currently
exercisable warrants."
The response to Item 6 of the Schedule 13D filed by the Reporting
Persons, as amended, is amended with respect to Thomas W. Landry. Jr. by adding
the following the paragraph following subparagraph (n):
"All Warrants have either been exercised or have expired. Mr. Landry
owns no currently exercisable warrants."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 7 of the Schedule 13D filed by the Reporting
Persons, as amended, is unchanged.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 7, 1996
Touchdown Corporation
By /s/ THOMAS W. LANDRY, JR.
------------------------------------
Thomas W. Landry, Jr.,
President
Tom Landry, Jr., Trustee of the
CNW Irrevocable Trust dated
September 10, 1991
By /s/ THOMAS W. LANDRY, JR.
------------------------------------
Thomas W. Landry, Jr., Trustee
Tom Landry, Jr., Trustee of the
CNW Irrevocable Trust II dated
December 11, 1991
By /s/ THOMAS W. LANDRY, JR.
------------------------------------
Thomas W. Landry, Jr., Trustee
/s/ THOMAS W. LANDRY, JR.
------------------------------------
Thomas W. Landry, Jr.
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