SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
TEXOIL, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
88906 20 9
(CUSIP NUMBER)
V&C Energy Limited Partnership
110 Cypress Station Drive, Suite 220
Houston, Texas 77090
(281) 537-9920
Attn: Frank A. Lodzinski
with a copy to:
Vlasic Investments L.L.C.
710 Woodward
Bloomfield Hills, Michigan 45304
(248) 642-3380
Attn: Michael A. Vlasic
________________________________________________________________________________
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 31, 1997
(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 . (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.)
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CUSIP 88906 20 9 Page 2 of 10 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
V&C Energy Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX 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 Michigan
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER 8,268,295
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER 0
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER 8,268,295
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,268,295
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [22.3%]
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14. TYPE OF REPORTING PERSON PN
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CUSIP 88906 20 9 Page 3 of 10 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Vlasic Investments, L.L.C
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX 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 Michigan
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER 55,605
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER 0
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER 55,605
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER 8,268,295
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,323,900
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [22.4%]
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14. TYPE OF REPORTING PERSON 00
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CUSIP 88906 20 9 Page 4 of 10 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Energy Resource Associates, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX 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 Texas
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER 8,268,295
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER 0
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER 8,268,295
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,268,295
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [22.3%]
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14. TYPE OF REPORTING PERSON CO
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CUSIP 88906 20 9 Page 5 of 10 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Frank A. Lodzinski
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX 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 United States of America
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER 8,701,811
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER 0
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER 433,516
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER 8,268,295
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,701,811
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [23.3%]
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14. TYPE OF REPORTING PERSON IN
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CUSIP 88906 20 9 Page 6 of 10 Pages
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ITEM 1. SECURITY AND ISSUER
The securities as to which this Schedule 13D ("Schedule") relates are the
shares of common stock, $0.01 par value per share ("Common Stock"), of Texoil,
Inc., a Nevada corporation (the "Company"). The address of the Company's
principal executive office is 110 Cypress Station Dr., Suite 220, Houston, Texas
77090.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed jointly by V&C Energy Limited
Partnership, a Michigan limited partnership ("V&C"), by virtue of its direct
beneficial ownership of Common Stock. Vlasic Investments L.L.C., a Michigan
limited liability company ("VI"), joins in this filing by virtue of its indirect
beneficial ownership of the Common Stock through its direct ownership of V&C.
Energy Resource Associates, Inc., a Texas corporation ("ERA"), is the general
partner of V&C and also joins in this filing by virtue of its indirect
beneficial ownership of Common Stock. Mr. Frank A. Lodzinski is the sole
shareholder and director and officer of ERA and also joins in the filing of this
Schedule. The foregoing entities and individual are collectively referred to
herein as the ("Reporting Persons").
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person assumes responsibility
for the accuracy or completeness of information furnished by another Reporting
Person.
Certain information required by this Item Two concerning the
directors and executive officers of the Reporting Persons is set forth in
Exhibit A attached hereto, which is incorporated herein by reference.
(b) The address of the principal business and principal office of V&C is
110 Cypress Station Dr., Suite 220, Houston, TX 77090. The address of the
principal business and principal office of VI is 710 North Woodward, Bloomfield,
Michigan 458013. The address of the principal business and principal office of
ERA is 110 Cypress Station Drive, Suite 220, Houston, Texas 77090. The address
of Frank A. Lodzinski is 18726 White Candle, Spring, Texas 77388.
(c) V&C is engaged principally in the business of investing in oil and gas
properties. VI, a limited partner of V&C, is engaged principally in the business
of holding a limited partner interest in V&C. ERA, the general partner of V&C,
is engaged principally in the business of managing the operations of V&C.
(d) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Exhibit A to this
Schedule, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Exhibit A to this
Schedule, was a party to a civil proceeding of a judicial or administrative body
of a competent jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future
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CUSIP 88906 20 9 Page 7 of 10 Pages
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
(f) Mr. Frank A. Lodzinski is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In May 1996 V&C acquired from Cliffwood Oil & Gas Corporation, a privately
held Texas corporation ("Cliffwood"), 1,076,750 shares of common stock of
Cliffwood. In July 1997 V&C acquired an additional 100,000 shares of common
stock and 50,000 warrants to purchase common stock.
On December 31, 1997, Texoil Acquisition, Inc., a Texas corporation and
wholly-owned subsidiary of the Company ("Company Sub"), the Company and
Cliffwood executed an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which Company Sub was merged with and into Cliffwood, with Cliffwood
surviving as a wholly-owned subsidiary of the Company (the "Merger"). Pursuant
to the Merger Agreement, the shareholders of Cliffwood were issued approximately
6.74 shares of Common Stock for every share of issued and outstanding Cliffwood
class A common stock and Cliffwood class B common stock. The total consideration
issued to the Cliffwood shareholders in the Merger comprised 25,632,159 shares
of Common Stock representing approximately 70% of the shares of Common Stock
currently outstanding. In addition, the Company issued replacement warrants and
options to the holders of warrants and options to purchase shares of Cliffwood
class A common stock and Cliffwood class B common stock. V&C received 7,931,295
shares of Common Stock in exchange for shares of Cliffwood class A common stock
and warrants to purchase 337,000 Texoil shares of common stock in exchange for
Cliffwood warrants pursuant to the Merger.
ITEM 4. PURPOSE OF TRANSACTION
As of the date of this Schedule and as a result of the Merger, V&C is the
direct beneficial owner of 8,268,295 shares of Common Stock. As a result of the
Merger, the shareholders of Cliffwood gained control of the Company. Pursuant to
the Merger, the size of the Board of Directors of the Company remained at seven
members of which five are designees of Cliffwood. Depending on market conditions
and other factors, including evaluation of the Company's business and prospects,
availability of funds, alternative use of funds and general economic conditions
and other factors, V&C may from time-to-time purchase additional securities of
the Company or V&C may actively seek to dispose of all or a portion of its
investment in the Company through sales to institutional or accredited investors
in privately negotiated transactions, through sales pursuant to Rule 144 under
the Securities Act of 1933, by exercise of its rights to require the Company to
register its shares of Common Stock under the Securities Act of 1933.
Except as set forth in this Item 4 and elsewhere in this Schedule, neither
the Reporting Persons nor, to the best knowledge of such Person, any of the
persons named in Exhibit A to this Schedule, has any plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, 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
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CUSIP 88906 20 9 Page 8 of 10 Pages
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of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter or bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be deleted from a national securities exchange or
to cease to be authorized or quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
(a) After giving effect to the transactions described in Item 5(c) below,
V&C is the beneficial owner of 8,268,295 shares of Common Stock representing
approximately 22.3% of the shares of Common Stock currently outstanding.
By virtue of the relationship between V&C and VI described in Item
2, VI may be deemed to be an indirect beneficial owner of 8,268,295 shares of
Common Stock.
By virtue of the relationship between V&C and ERA described in Item
2, ERA may be deemed to be the indirect beneficial owner of 8,268,295 shares of
Common Stock. Mr. Lodzinski, through his stock ownership of ERA, and personal
holdings of common stock may be deemed to be the beneficial owner of such
8,701,811 shares of Common Stock.
The percentages calculated in this Item 5 are based upon 37,044,618
shares of Common Stock outstanding immediately after giving effect to the Merger
(calculated in accordance with the last sentence of Rule 13D-3(d)(1)(i) under
the Exchange Act and any shares issuable upon the exercises of warrants to
purchase shares of Common Stock).
(b) V&C has the power to vote or direct the vote and the power to dispose
of or direct the disposition of 8,268,295 shares of Common Stock.
By virtue of VI's relationship with V&C described in Item 2, VI may
be deemed to indirectly share the power to dispose of or direct the disposition
of 8,268,295 shares of Common Stock and VI has the sole power to vote 55,605
shares of common stock.
By virtue of ERA's relationship with V&C described in Item 2, ERA
has the sole power to vote or direct the vote and indirectly shares the power to
dispose or direct the disposition of 8,268,295 shares of Common Stock. Mr.
Lodzinski, through his stock ownership of ERA, and personal holdings of common
stock has the sole power to vote or direct the vote of 8,701,811 shares of
Common Stock, has sole dispositive power over 433,516 shares of common stock
beneficially owned directly and indirectly shares the power to dispose of or
direct the disposition of 8,268,295 shares of common stock.
(c) Other than as described below, none of the Reporting Persons, nor to
the best knowledge of the Reporting Persons, any of the persons named in Exhibit
A to this Schedule, has effected any transaction in shares of Common Stock
during the past 60 days.
On December 31, 1997, Company Sub merged with and into Cliffwood,
with Cliffwood surviving as a wholly-owned subsidiary of the Company. Pursuant
to the Merger Agreement, the shareholders of Cliffwood were issued approximately
6.74 shares of Common
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CUSIP 88906 20 9 Page 9 of 10 Pages
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Stock for every share of issued and outstanding Cliffwood class A common stock
and Cliffwood class B common stock.
In the Merger, V&C was issued 7,931,295 shares of Common Stock and
warrants for 337,000 shares of common stock.
After giving effect to the transactions described in this Item 5(c),
the beneficial ownerships of the securities of the Company by the Reporting
Persons is as set forth in Item 5(a) above.
No person other than the Reporting Persons have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Agreement and Plan of Merger dated December 31, 1997 among the Company,
Company Sub and Cliffwood (incorporated herein by reference to Exhibit 2.1 to
Item 7 of Form 8-K, filed January 9, 1998).
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Schedule is true, complete and correct.
March 31, 1998 V&C ENERGY LIMITED PARTNERSHIP
By: Energy Resource Associates, Inc.,
its General Partner
By: FRANK A. LODZINSKI
Frank A. Lodzinski, President
VLASIC INVESTMENTS L.L.C.
By: MICHAEL A. VLASIC
Michael A. Vlasic, Chief Executive Manager for
Vlasic Investments L.L.C.
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CUSIP 88906 20 9 Page 10 of 10 Pages
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ENERGY RESOURCE ASSOCIATES, INC.
By: FRANK A. LODZINSKI
Frank A. Lodzinski, President
FRANK A. LODZINSKI
Frank A. Lodzinski, Individually
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
SCHEDULE A
INFORMATION AS TO DIRECTORS AND EXECUTIVE
OFFICERS OF THE REPORTING PERSONS
OCCUPATION OR
EMPLOYMENT, NAME OF
EMPLOYER, BUSINESS OF
OF EMPLOYER, ADDRESS
NAME ADDRESS OF EMPLOYER
V&C ENERGY LIMITED
PARTNERSHIP
DIRECTORS
N/A
EXECUTIVE OFFICERS
N/A
ENERGY RESOURCE ASSOCIATES, INC.
DIRECTORS
Frank A. Lodzinski 110 Cypress Station Dr., Ste. 220 President
Houston, Texas 77090
EXECUTIVE OFFICERS
Frank A. Lodzinski 110 Cypress Station Drive, Ste. 220 President
Houston, Texas 77090
VLASIC INVESTMENTS L.L.C.
DIRECTORS
N/A
EXECUTIVE OFFICERS
N/A
