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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. 1 )*
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Penn Octane Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
707573-10-1
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(CUSIP Number)
Richard E. Staedtler
Chief Financial Officer
Castle Energy Corporation
One Radnor Corporate Center, Suite 250
Radnor, PA 19087
610-995-9400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Thomas G. Spencer, Esq., Duane, Morris & Heckscher, LLP, 4200 One Liberty Place,
Philadelphia, PA 19103-7396
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September 7, 1999
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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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SCHEDULE 13D
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CUSIP No. 707573-10-1 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Castle Energy Corporation 76-0035225
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 1,459,334
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 1,459,334
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,459,334
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.13%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE 13D
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CUSIP No. 707573-10-1 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CEC, Inc. 51-0363154
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER 0
SHARES | |
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER 1,459,334
EACH | |
REPORTING | 9 | SOLE DISPOSITIVE POWER 0
PERSON WITH | |
| |
| 10 | SHARED DISPOSITIVE POWER 1,459,334
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,459,334
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.13%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 707573-10-1 Page 4 of 6 Pages
SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented and restated in its entirety as follows:
On October 21, 1997, Castle acquired a warrant (the "1997
Warrant") to acquire 166,667 shares of POC Common Stock with an exercise price
of $6.00 per share. The 1997 Warrant is exercisable through October 21, 2000 and
was issued by POC as additional consideration for CEC's purchase of POC's 10%
promissory note dated October 21, 1997 in the original principal amount of $1
million (the "Note") for an aggregate purchase price of $1 million, which was
paid using CEC's cash.
In a series of open market purchases in September 1998, CEC
purchased an aggregate of 301,000 shares of POC Common Stock for an aggregate
price of $382,396, which was also paid using CEC's cash.
On December 1, 1998, CEC agreed to extend the original June 30,
1998 maturity of the Note until June 30, 1999, in consideration for which POC
provided certain security for payment of the Note and issued to Castle a warrant
(the "1998 Warrant") to acquire 225,000 shares of POC Common Stock at an
exercise price of $1.75 per share, exercisable until November 30, 2001.
On June 9, 1999, CEC purchased 200,000 shares of POC Common Stock
in the open market for an aggregate price of $260,753, which was paid using
CEC's cash.
On July 26, 1999, CEC agreed with POC to convert $100,000 in
original principal amount of the Note into an aggregate of 66,667 shares of POC
Common Stock.
On July 29, 1999, CEC agreed with POC to convert the remaining
$900,000 in original principal amount of the Note into 90,000 shares of POC's
Series B Convertible Redeemable Preferred Stock, par value $.01 per share (the
"Preferred Stock"). The Preferred Stock was convertible into shares of POC
Common Stock at any time at the holder's option at the initial rate of five
shares of Common Stock for each share of Preferred Stock, an aggregate of
450,000 shares of POC Common Stock. As further consideration for the conversion
of the $900,000 principal balance of the Note, POC issued to CEC an additional
50,000 shares of POC Common Stock. On September 7, 1999, CEC converted the
Preferred Stock into 450,000 shares of POC Common Stock.
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CUSIP No. 707573-10-1 Page 5 of 6 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 is supplemented and restated to read in its entirety as follows:
(a) The Reporting Persons beneficially own an aggregate of
1,459,334 shares of POC Common Stock, or 12.13% of the outstanding shares of POC
Common Stock, consisting of the following:
(i) 1,067,667 shares owned directly by the Reporting
Persons; and
(ii) 391,667 shares that the Reporting Persons have the
right to purchase pursuant to the 1997 Warrant and the 1998 Warrant.
(b) The Reporting Persons currently share with each other the
power to vote or to direct the vote and the power to dispose or to direct the
disposition of all of the shares described in this Schedule 13D.
(c) See Item 3 of this Schedule 13D.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any of
the shares beneficially owned by the Reporting Persons.
(e) Not applicable.
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CUSIP No. 707573-10-1 Page 6 of 6 Pages
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.
September 21, 1999
Castle Energy Corporation
By: /s/ Joseph L. Castle, II
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Joseph L. Castle, II, Chairman
and Chief Executive Officer
CEC, Inc.
By: /s/ Joseph L. Castle, II
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Joseph L. Castle, II, Chairman
and Chief Executive Officer
