SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
TEXOIL, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
882906 50 6
(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)
November 29, 1999
(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 [ ].
* 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).
1
<PAGE>
Page 1 of 4 Pages
CUSIP NO. 882906 50 6
- --------------------------------------------------------------------------------
| 1 | NAMES OF REPORTING PERSONS
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |
| | V&C ENERGY LIMITED PARTNERSHIP
| |
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
| | (b)[X]
| |
- --------------------------------------------------------------------------------
| 3 | SEC USE ONLY
| |
- --------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS
| |
| | WC
| |
- --------------------------------------------------------------------------------
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| | ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| |
| | MICHIGAN
| |
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | | 2,290,550
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 2,290,550
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | -0-
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 2,290,550
| |
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 30.7%(1)
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | PN
| |
- --------------------------------------------------------------------------------
(1) Based on 6,555,126 shares of Common Stock issued and outstanding as of
October 30, 1999, as reported in the Form 10-QSB of the Issuer for the
quarter ended September 30, 1999, and 912,500 shares of Common Stock deemed
to be outstanding pursuant to Rule 13d-3(d0(1)(i) of the Securities
Exchange Act of 1934, as amended, for the purpose of computing such
percentage.
2
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Page 2 of 4 Pages
CUSIP NO. 882906 50 6
- --------------------------------------------------------------------------------
| 1 | NAMES OF REPORTING PERSONS
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |
| | VLASIC INVESTMENTS, L.L.C.
| |
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
| | (b)[X]
| |
- --------------------------------------------------------------------------------
| 3 | SEC USE ONLY
| |
- --------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS
| |
| | WC
| |
- --------------------------------------------------------------------------------
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
| | ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| |
| | MICHIGAN
| |
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER (*PRESUMES FULL VESTING OF
| | OPTIONS ON JANUARY 1, 2000)
NUMBER OF | | 28,083*
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER (*PRESUMES FULL VESTING OF
| | OPTIONS ON JANUARY 1, 2000)
| | 28,083*
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 2,290,550
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 2,318,633
| |
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 31.0%(1)
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | OO
| |
- --------------------------------------------------------------------------------
(1) Based on 6,555,126 shares of Common Stock issued and outstanding as of
October 30, 1999, as reported in the Form 10-QSB of the Issuer for the
quarter ended September 30, 1999, and 912,500 shares of Common Stock deemed
to be outstanding pursuant to Rule 13d-3(d0(1)(i) of the Securities
Exchange Act of 1934, as amended, for the purpose of computing such
percentage.
3
<PAGE>
Page 3 of 4 Pages
CUSIP NO. 882906 50 6
- --------------------------------------------------------------------------------
| 1 | NAMES OF REPORTING PERSONS
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |
| | ENERGY RESOURCE ASSOCIATES, INC.
| |
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
| | (b)[X]
| |
- --------------------------------------------------------------------------------
| 3 | SEC USE ONLY
| |
- --------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS
| |
| | 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
| |
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | | 2,290,550
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | -0-
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 2,290,550
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 2,290,550
| |
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 30.7%(1)
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | CO
| |
- --------------------------------------------------------------------------------
(1) Based on 6,555,126 shares of Common Stock issued and outstanding as of
October 30, 1999, as reported in the Form 10-QSB of the Issuer for the
quarter ended September 30, 1999, and 912,500 shares of Common Stock deemed
to be outstanding pursuant to Rule 13d-3(d0(1)(i) of the Securities
Exchange Act of 1934, as amended, for the purpose of computing such
percentage.
4
<PAGE>
Page 4 of 4 Pages
CUSIP NO. 882906 50 6
- --------------------------------------------------------------------------------
| 1 | NAMES OF REPORTING PERSONS
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |
| | FRANK A. LODZINSKI
| |
- --------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
| | (b)[X]
| |
- --------------------------------------------------------------------------------
| 3 | SEC USE ONLY
| |
- --------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS
| |
| | WC
| |
- --------------------------------------------------------------------------------
| 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 OF AMERICA
| |
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER OF | | 2,442,883
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER (*PRESUMES FULL VESTING OF
| | OPTIONS ON JANUARY 1, 2000)
| | 152,333*
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 2,290,550
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 2,442,883
| |
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 32.7%(1)
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | IN
| |
- --------------------------------------------------------------------------------
(1)Based on 6,555,126 shares of Common Stock issued and outstanding as of
October 30, 1999, as reported in the Form 10-QSB of the Issuer for the
quarter ended September 30, 1999, and 912,500 shares of Common Stock deemed
to be outstanding pursuant to Rule 13d-3(d0(1)(i) of the Securities Exchange
Act of 1934, as amended, for the purpose of computing such percentage.
5
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities to which this Second Amendment to Schedule 13D relate are
shares of Common Stock, par value $.01, of Texoil, Inc., a Nevada corporation.
The address of the Company's principal office is 110 Cypress Station Dr., Suite
220, Houston, Texas 77090.
ITEM 2. IDENTITY AND BACKGROUND.
(a) No Change
(b) No Change
(c) No Change
(d) No Change
(e) No Change
(f) No Change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby supplemented with the following information concerning
the acquisition of Common Stock by Mr. Frank Lodzinski, who is the sole
shareholder, director and officer of Energy Resource Associates, Inc., a Texas
corporation ("ERA"). ERA is the general partner of V&C Energy Limited
Partnership, a Michigan limited partnership ("V&C"):
On November 29, 1999, Mr. Lodzinski made four purchases of Common Stock
for cash on the open market in the following quantities and prices:
NUMBER OF SHARES PRICE
------------------ -------------
1,217 $ 6.0000
500 5.6250
100 5.9375
1,000 5.0000
On December 3, 1999, Mr. Lodzinski made one purchase of Common Stock for
cash on the open market in the quantity of 2,000 shares, at a price of $5.9375.
The cash for these five purchases came from the personal funds of Mr.
Lodzinski.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented with the following information concerning
Mr. Lodzinski's acquisition of Common Stock.
6
<PAGE>
Mr. Lodzinski is acquiring the Common Stock for his own account, for
investment, and not with a view to any "distribution" within the meaning of the
Securities Act of 1933, as amended ("Securities Act"). Mr. Lodzinski has no
present intention to make any transfer of the Common Stock. 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, Mr. Lodzinski may from time to time purchase
additional securities of the Company or he may actively seek to dispose of all
or a portion of his 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.
(a) No Change
(b) No Change
(c) No Change
(d) No Change
(e) No Change
(f) No Change
(g) No Change
(h) No Change
(i) No Change
(j) No Change
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Item 5 is hereby deleted in its entirety and replaced with the following
information:
The percentages calculated in this Item 5 are based upon 6,555,126 shares
of Common Stock issued and outstanding and 2,750,000 shares of Series A
Preferred Stock, which is entitled to convert on a 2-for-1 basis and carries two
votes per share.
(a) Upon the effectuation of the Agreement, as reported in the First Amendment
to Schedule 13D filed by the Company on November 22, 1999, V&C is the
beneficial owner of 1,378,050 shares of Common Stock and 456,250 shares of
Series A Preferred Stock convertible into Common Stock, with a total voting
power of 2,290,550 shares of Common Stock, representing approximately 30.7%
of the Common Stock issued and outstanding or held in reserve, based on
6,555,126 shares of Common Stock outstanding as of October 30, 1999, as
reported in the Form 10-QSB of the Company for the quarter ended September
30, 1999, and 912,500 shares of Common Stock deemed to be outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as
amended, for the purpose of computing such percentage.
7
<PAGE>
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 1,378,050 shares of
Common Stock and 456,250 shares of Series A Preferred Stock convertible
into Common Stock, with a total voting power of 2,290,550 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 1,378,050 shares of
Common Stock and 456,250 shares of Series A Preferred Stock convertible
into Common Stock, with a total voting power of 2,290,550 shares of Common
Stock. Mr. Lodzinski, through his stock ownership of ERA and personal
holdings of 40,000 shares of Common Stock and 112,333 options on shares of
Common Stock (as of January 1, 2000, when all of his options vest), may be
deemed to be the beneficial owner of 1,530,383 shares of Common Stock and
456,250 shares of Series A Preferred Stock convertible into Common Stock,
with a total voting power of 2,442,883 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 1,378,050 shares of Common Stock and 456,250
shares of Series A Preferred Stock convertible into Common Stock, with a
total voting power of 2,290,550 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 1,378,050 shares of Common Stock and 456,250 shares of
Series A Preferred Stock convertible into Common Stock, and VI has the sole
power to vote or direct the vote and the power to dispose of or direct the
disposition of 28,083 such shares.
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 1,378,050 shares of Common Stock and
456,250 shares of Series A Preferred Stock convertible into Common Stock,
with a total voting power of 2,290,550 shares of Common Stock. Mr.
Lodzinski, through his stock ownership of ERA and personal holdings of
40,000 shares of Common Stock and 112,333 options on shares of Common Stock
(as of January 1, 2000, when all of his options vest), has the sole power
to vote or direct the vote of 1,530,383 shares of Common Stock and 456,250
shares of Series A Preferred Stock convertible into Common Stock, with a
total voting power of 2,442,883 shares of Common Stock. Mr. Lodzinski has
sole dispositive power over 40,000 shares of Common Stock and 112,333
options on shares of Common Stock directly beneficially owned by him, and
indirectly shares the power to dispose of or direct the disposition of
1,378,050 shares of Common Stock and 456,250 shares of Series A Preferred
Stock convertible into Common Stock.
(c) Other than the stock purchase pursuant to the Agreement, as reported on the
First Amendment to Schedule 13D filed by the Company on November 22, 1999,
and the open market cash purchases of Common Stock by Mr. Lodzinski and
reported in Item 3 of this Second Amendment to Schedule 13D, 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 or Series A Preferred Stock during
the past 60 days.
8
<PAGE>
No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock or Series A Preferred Stock.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
9
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Preferred Stock Purchase Agreement, together will all Schedules and
Exhibits thereto, dated October 12, 1999 - incorporated herein by reference
to Exhibit 7.1 of Form 8-K filed October 13, 1999, as amended by Form 8-K/A
filed October 22, 1999.
(2) Certificate of Designation Establishing Series A Convertible Preferred
Stock of Texoil, Inc. -- incorporated herein by reference to Exhibit 4.1 of
Form 8-K filed November 15,1999.
(3) Amended and Restated Articles of Incorporation of Texoil, Inc. -
incorporated herein by reference to Exhibit 3.1 of Form 8-K filed November
15,1999.
(4) EXHIBIT A - Information As To Directors And Executive Officers Of The
Reporting Persons - attached hereto.
10
<PAGE>
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.
Date: 12/8/1999
V&C ENERGY LIMITED PARTNERSHIP
By: Energy Resource Associates, Inc., its general partner
/s/ FRANK A. LODZINSKI
Frank A. Lodzinski, President
VLASIC INVESTMENTS, L.L.C.
/s/ MICHAEL A. VLASIC
Michael A. Vlasic, Managing Director
ENERGY RESOURCE ASSOCIATES, INC.
/s/ FRANK A. LODZINSKI
Frank A. Lodzinski, President
FRANK A. LODZINSKI
/s/ FRANK A. LODZINSKI
Frank A. Lodzinski, Individually
11
<PAGE>
EXHIBIT A
Information as to Directors and Executive Officers of the Reporting Persons
NAME ADDRESS OCCUPATION/EMPLOYMENT
V&C Energy Limited Partnership
Directors - N/A
Executive Officers - N/A
Vlasic Investments, L.L.C.
Directors - N/A
Executive Officers - N/A
Energy Resource Associates, Inc.
Director and Sole Executive
Officer - Frank Lodzinski 110 Cypress Station Dr. President
Suite 220
Houston, TX 77090
12
