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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
OCEANIC EXPLORATION COMPANY
(Name of Issuer)
Common Stock, $.0625 par value
(Title of Class of Securities)
675239107
(CUSIP Number)
Samual Randazzo
65 East State Street
18th Floor
Columbus, Ohio 43215
(614) 462-5400
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
March 8, 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. / /
(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 less than five percent
of such class. See Rule 13d-7.)
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CUSIP NUMBER: 675239107 PAGE 2 of 7 PAGES
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1) Names of Reporting Persons; S.S. or I.R.S. Identification
NWO Resources, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC(1)
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) N/A
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6) Citizenship or Place of Organization OH
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Number of 7) Sole Voting Power 4,912,178
Shares ---------------------------------------------------
Beneficially
Owned by 8) Shared Voting Power 0
Each Reporting --------------------------------------------------
Person With
9) Sole Dispositive Power 4,912,178
--------------------------------------------------
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially 4,912,178
Owned by Each Reporting Person
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) N/A
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13) Percent of Class Represented by Amount in Row (11) 49.54%
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14) Type of Reporting Persons (See Instructions) CO
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__________________
(1) Funds loaned from the working capital of NWO Resources, Inc. to
International Hydrocarbons, a wholly owned subsidiary of NWO Resources,
Inc.
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CUSIP NUMBER: 675239107 PAGE 3 of 7 PAGES
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1) Names of Reporting Persons; S.S. or I.R.S. Identification
International Hydrocarbons
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
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3) SEC Use Only
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4) Source of Funds (See Instructions) AF(1)
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) N/A
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6) Citizenship or Place of Organization WY
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Number of 7) Sole Voting Power 4,912,178
Shares --------------------------------------------------
Beneficially
Owned by 8) Shared Voting Power 0
Each Reporting --------------------------------------------------
Person With
9) Sole Dispositive Power 4,912,178
--------------------------------------------------
10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,912,178
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) N/A
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13) Percent of Class Represented by Amount in Row (11) 49.54%
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14) Type of Reporting Persons (See Instructions) CO
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__________________
(1) Funds loaned from the working capital of NWO Resources, Inc. to
International Hydrocarbons, a wholly owned subsidiary of NWO Resources,
Inc.
3
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CUSIP NUMBER: 675239107 PAGE 4 of 7 PAGES
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ITEM 1. SECURITY AND ISSUER
The securities to which this Schedule relates is the common stock, $.0625 par
value of OCEANIC EXPLORATION COMPANY (the "Issuer"). The Issuer's principal
executive offices are located at 5000 South Quebec Street, Suite 450, Denver,
Colorado 80237.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed jointly on behalf of the following persons
(referred to individually and collectively as "Filer"):
1. (a) Name - NWO Resources, Inc.
(b) Principal business address - c/o Samuel Randazzo
65 East State Street, 18th Floor
Columbus, Ohio 43215
(c) Present principal occupation or employment - The principal
occupation or employment of Filer is a holding company
(d) During the past five years neither Filer nor (to the best knowledge
of Filer) any person identified on Exhibit A has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years neither Filer nor (to the best knowledge
of Filer) any person identified on Exhibit A has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was, or is, subject to a
judgment, decree or final order, enjoining future violations of, or
prohibiting or mandating activities subject to federal or state
securities laws, or finding any violation with respect to such
laws.
(f) Citizenship - Ohio
2. (a) Name - International Hydrocarbons
(b) Principal business address - c/o Paul Hickey
1712 Carey Avenue
Cheyenne, Wyoming 82001
(c) Present principal occupation or employment - Investment in
securities.
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CUSIP NUMBER: 675239107 PAGE 5 of 7 PAGES
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(d) During the past five years neither Filer nor (to the best knowledge
of Filer) any person identified on Exhibit A has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years neither Filer nor (to the best knowledge
of Filer) any person identified on Exhibit A has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was, or is, subject to a
judgment, decree or final order, enjoining future violations of, or
prohibiting or mandating activities subject to federal or state
securities laws, or finding any violation with respect to such
laws.
(f) Citizenship - Wyoming
3. The name, address, present principal employment and citizenship of
each of Filer's directors, executive officers and controlling persons are set
forth in Exhibit A which is attached hereto and incorporated herein by
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a rights offering conducted by the Issuer and the commitment
of International Hydrocarbons to purchase all securities offered pursuant to
the rights offering but not subscribed for by other stockholders (see item 4
below), International Hydrocarbons, a wholly owned subsidiary of NWO
Resources, Inc. purchased 3,198,695 shares of Common Stock of the Issuer for
$319,870 in cash from funds borrowed from NWO Resources, Inc. from its
working capital.
ITEM 4. PURPOSE OF TRANSACTION
The Issuer offered to the holders of its outstanding Common Stock of
record at the close of business on January 16, 1996 (the "Record Date"), the
right to subscribe for and purchase at a price of $.10 per share 1.5325
shares of Common Stock for each share of Common Stock held of record on the
Record Date and a prorata portion of any of the offered shares not subscribed
for by other stockholders. International Hydrocarbons, the Company's
principal stockholder, entered into a firm commitment to purchase all shares
of Common Stock offered to the Issuer's stockholders but not purchased by
other stockholders pursuant to the offering. Since all of the offered shares
of Common Stock were sold pursuant to the offering, International
Hydrocarbons acquired no shares pursuant to its firm commitment but acquired
3,198,695 shares pursuant to its rights as a stockholder. The offering
raised gross proceeds of $600,100 to be used by the Issuer to fund future
operations of the Issuer, make reimbursements to NWO Resources, Inc. of
advances to the Issuer for legal fees, including accrued interest up to
$100,000, and pay accounts payable.
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CUSIP NUMBER: 675239107 PAGE 6 of 7 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the class of the Issuer's
common stock beneficially owned by the reporting persons is as follows:
<TABLE>
<CAPTION>
TOTAL NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE OF
REPORTING PERSON OWNED CLASS
- - ---------------- --------------- -------------
<S> <C> <C>
NWO Resources, Inc. 4,912,178 49.54%
International 4,912,178 49.54%
Hydrocarbons
</TABLE>
The reporting persons filing this Schedule do not comprise a group with
any other person.
(b) International Hydrocarbons has sole power to vote and to dispose of
4,912,178 Shares of Common Stock. NWO Resources, Inc. as the sole owner of
International Hydrocarbons, has sole power to direct the vote and to dispose
of or direct the disposition of 4,912,178 Shares of Common Stock.
(c) Except as set forth herein, neither Filer nor (to the best
knowledge of Filer) any person identified on Exhibit A has effected any
transaction in shares of Common Stock of Issuer during the past 60 days.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed herewith:
Exhibit A - Name, citizenship, business address and present principal
employment of each director, executive officer and
controlling person of Filer.
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CUSIP NUMBER: 675239107 PAGE 7 of 7 PAGES
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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.
DATED: March 13, 1996
NWO RESOURCES, INC.
/s/ James N. Blue
----------------------------------
By: James N. Blue
Title: President
INTERNATIONAL HYDROCARBONS
/s/ James N. Blue
----------------------------------
By: James N. Blue
Title: President
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EXHIBIT A
NWO EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND POSITION AND BUSINESS ADDRESS CITIZENSHIP
- - ----------------- -------------------- -----------
<S> <C> <C>
James N. Blue, Director President, Cordillera Corporation United States
and President 5000 South Quebec Street, Suite 450
Denver, CO 80237
Anne P. Blue, Vice Director, Cordillera Corporation German
President 5000 South Quebec Street, Suite 450
Denver, CO 80237
John E. Jones, Senior Vice President, General Atomics United States
Director, Secretary and 3550 General Atomics Court
Treasurer San Diego, CA 92121
Frederick W. Hill, Chairman of the Board, Canadian
Director Harvard Developments Limited
2103 11th Avenue, #701
Regina Saskatchewan S4P 2G8
HYDROCARBONS EXECUTIVE OFFICERS AND DIRECTORS
PRINCIPAL OCCUPATION
NAME AND POSITION AND BUSINESS ADDRESS CITIZENSHIP
- - ----------------- -------------------- -----------
James N. Blue, Director See James N. Blue above United States
and President
John E. Jones, Director See John E. Jones above United States
and Vice President
Ross A. Nye, Secretary Secretary, Treasurer and Controller, United States
and Treasurer Cordillera Corporation, 5000 South
Quebec Street, Ste. 450
Denver, CO 80237
PERSON HAVING VOTING CONTROL OF NWO
PRINCIPAL OCCUPATION
NAME AND POSITION AND BUSINESS ADDRESS CITIZENSHIP
- - ----------------- -------------------- -----------
Linden P. Blue Business Consultant, United States
3550 General Atomics Court
San Diego, CA 92121
</TABLE>
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