SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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 48304
(248) 642-3380
Attn: Michael A. Vlasic
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 12, 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)
| |
| | 19.0%
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | PN
| |
- --------------------------------------------------------------------------------
2
<PAGE>
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
0| |
- --------------------------------------------------------------------------------
| 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 | | 28,083*
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 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)
| |
| | 19.2%
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | OO
| |
- --------------------------------------------------------------------------------
* Presumes full vesting of options on January 1, 2000.
3
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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)
| |
| | 19.0%
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | CO
| |
- --------------------------------------------------------------------------------
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 | | 2,438,066
SHARES ---------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | | -0-
REPORTING ---------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 147,516*
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| | 2,290,550
- --------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 2,438,066
| |
- --------------------------------------------------------------------------------
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES [ ]
- --------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 20.2%
| |
- --------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON
| |
| | IN
| |
- --------------------------------------------------------------------------------
* Presumes full vesting of options on January 1, 2000.
5
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities to which this First Amendment to Schedule 13D relate are
(i) shares of Common Stock, par value $.01, and (ii) shares of Series A
Convertible Preferred Stock, par value $.01 per share, 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) Part (b) is hereby deleted in its entirety and replaced with the
following:
The address of the principal office of V&C is 110 Cypress Station
Drive, Suite 220, Houston, TX 77090. The address of the principal
office of VI is 710 North Woodward, Bloomfield Hills, MI 48304. The
address of the principal office of ERA is 110 Cypress Station Drive,
Suite 220, Houston, TX 77090. The address of Frank A. Lodzinski is
18726 White Candle, Spring, TX 77388
(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 about
Common Stock
In June 1999, the Company's Board of Directors approved certain changes
to the Company's outstanding common shares intended to result in approximately a
1-for-6 reverse stock split. The Company estimates that 6,555,126 shares are
issued and outstanding at September 30, 1999, subject to certain nominal
adjustments as shares are exchanged. As a result of this transaction, the
amounts of shares reported herein have been adjusted to reflect the reverse
stock split.
Item 3 is hereby supplemented with the following information concerning
the acquisition of Series A Preferred Stock:
On November 10, 1999, V&C purchased from the Company 456,250 shares of
Series A Convertible Preferred Stock ("Series A Preferred Stock") for cash at a
purchase price of $8.00 per share, for an aggregate purchase price of
$3,650,000. The total amount of Series A Preferred issued to all investors,
including V&C, was 2,750,000 shares. The cash for the purchase by V&C came from
the general funds and working capital of V&C.
6
<PAGE>
The Series A Preferred Stock is convertible into Common Stock on a
two-for-one basis at any time at V&C's option (subject to anti-dilution
adjustments), resulting in 912,500 shares of Common Stock. The Series A
Preferred Stock is automatically convertible into Class B Common Stock on a
two-for-one basis (subject to anti-dilution adjustments) at any time after
December 31, 2002, if the Company exceeds certain net equity value targets. The
Class B Common Stock is convertible into Common Stock on a one-for-one basis
(subject to anti-dilution adjustments) at any time at V&C's option.
The Company reported the Preferred Stock Purchase Agreement on Form 8-K
of the Company filed October 13, 1999, as amended by Form 8-K/A filed October
22, 1999, and a copy of the Agreement, together with all of the schedules and
exhibits thereto, was attached as Exhibit 7.1 to that Form 8-K, as amended, and
is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented with the following information concernong
the acquisition of Series A Preferred Stock:
V&C is acquiring the Series A Preferred Stock for its 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"). V&C has no present
intention to make any transfer of the Series A Preferred 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, 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, or by exercise of
its rights to require the Company to register its shares of Common Stock under
the Securities Act.
V&C has the right to (but no present intention to) participate in
certain plans or proposals that may relate to or result in one or more of the
following:
(a) V&C may acquire additional securities of the Company, or dispose of the
Company's securities, pursuant to the following provisions of the
Agreement:
(1) CONVERSION - V&C may convert each share of Series A Preferred Stock
into two shares of Common Stock at any time at V&C's sole discretion.
The Certificate of Designation Establishing Series A Convertible
Preferred Stock of Texoil, Inc. ("Certificate of Designation")
provides for an automatic conversion after December 31, 2002, into
Class B Common Stock, on a two-for-one basis, upon reaching a "net
equity value" goal of $121,500,000 and a net equity value per share of
at least $10.00 (both according to formulas set forth therein). These
conversion rates are subject to adjustment for anti-dilution rights
and in the event of a subdivision, combination, consolidation,
reorganization or reclassification of the Common Stock, as specified
in the Certificate of Designation.
7
<PAGE>
(2) REGISTRATION RIGHTS - V&C is entitled to up to three demand
registrations, giving V&C the right to have its securities registered
with the Securities and Exchange Commission and have certain
"piggy-back rights" to have its securities included in other
registrations of the Company's securities.
(3) PRE-EMPTIVE RIGHTS - V&C has a right of first refusal to purchase, on
a pro rata basis, its portion of any new securities that the Company
may issue.
Notwithstanding the above, the Series A Preferred Stock was issued pursuant
to an exemption, and may not be transferred unless registered or an exemption
from registration applies.
(b) Under certain conditions, the Investors as a whole (V&C expressly disclaims
status as a "group" with the other Investors) may have an opportunity to
hold a majority of the seats and voting control of the Company's Board of
Directors. The Company has amended its Articles of Incorporation to provide
for a staggered board composed of Class A Directors and Class B Directors,
with the Class A Directors to be elected by the record holders of Common
Stock and the Class B Directors to be elected by the record holders of the
Series A Preferred Stock (or the Class B Common Stock into which the
preferred stock may automatically convert). The Class B Directors have
three votes divided equally among the Class B Directors then holding office
(subject to change upon a "Trigger Event", as defined in the Certificate of
Designation attached as Exhibit A to the Agreement), while Class A
Directors have six votes divided equally among the Class A Directors then
holding office (subject to a "Trigger Event"). Upon a Trigger Event, this
allocation of voting rights would reverse and Class A Directors would have
three votes divided equally among them and Class B Directors would have six
votes divided equally among them. A Trigger Event may occur no earlier than
January 1, 2005. It may occur nine months after a Liquidation Notice (as
defined in the Certificate of Designation) by the record holders of Series
A Preferred Stock. Class B Directors may be elected by holders of a
majority of the outstanding shares of Series A Preferred Stock, and V&C,
with approximately 16.6% of the outstanding shares of Series A Preferred
Stock, does not currently have a sufficient number of shares to control the
election of Class B Directors.
(c) V&C is not aware of any plans or proposals that might relate to or result
in a transfer of a material amount of assets of the Company.
(d) The Company's Articles of Incorporation have been amended to increase the
maximum number of members of the Board of Directors to nine, and to
classify the Board of Directors into two classes consisting of up to six
Class A Directors and up to three Class B Directors. The Class A Directors
will be further classified into three groups of two Directors each (subject
to reduction as set forth in the Amended and Restated Articles of
Incorporation ("Amended Articles"), with each group serving for three years
and one group to be elected each year, beginning with the Annual Meeting of
Shareholders in 2000. The voting power of the Class A Directors and the
Class B Directors may change over time, as specified in subpart 4(b) above.
V&C owns 20.8% of the Common Stock and 16.6% of the Series A Preferred
Stock, and does not control the Company, but constitutes a significant
block of stock.
8
<PAGE>
(e) V&C is not aware of any plans or proposals that might relate to or result
in a change to the Company's present capitalization or dividend policy.
(f) V&C is not aware of any plans or proposals that might relate to or result
in a material change in the Company's business or corporate structure.
(g) The Company has amended and restated its Articles of Incorporation, as
detailed in subparts 4(b) and 4(d) above. Classifying the Class A Directors
into groups serving staggered terms will extend the time required to change
the composition of a majority of the Class A Directors. With Class A
Directors, it will take holders of Common Stock at least two annual
meetings to change the composition of a majority of the Class A Directors,
since only one-third of the number of directors will be elected at each
meeting. Holders of Common Stock may not elect or remove Class B Directors.
Class A Directors may be removed only for cause by the vote of the holders
of two-thirds of the voting power of the Common Stock, and any vacancy on
the existing Class A Director positions occurring during the course of the
year may be filled by a majority vote of the remaining Class A Directors,
whether or not a quorum. Nevada law requires a vote of two-thirds of the
shares entitled to vote to remove a director. Class A Directors may not
create and fill new directorships or otherwise fill vacancies, except in
accordance with the Articles of Incorporation. Because of the additional
time required to change the composition of the Board, classification of the
Board also may make the removal of incumbent Class A Directors more
difficult. V&C has representatives in Group Three (members elected to serve
until the Annual Meeting of Shareholders in 2002) of the Class A Directors,
in its position as a holder of Common Stock. V&C has no representatives in
the Class B Directors.
Since the classified Class A Directors, along with the existence of Class B
Directors, will increase the time required for a third party to obtain
control of the Company without the cooperation of the Board of Directors,
it may tend to discourage certain tender offers, including perhaps some
tender offers that some shareholders may feel would be in their best
interest. The Board of Directors believes, however, that classification of
the Board provides the Board with more time to evaluate any takeover
proposal and thus enables it to better protect the interests of the Company
and the remaining shareholders. The Board is not aware of any current
specific effort to attempt to gain control of the Company. Although the
changes to the Board structure would not impede an acquisition of the
Company approved by the Board, adoption of the amendment may affect the
ability of the shareholders of the Company to change the composition of the
incumbent Board, to affect its policies generally and to benefit from
transactions which are opposed by the incumbent Board
Class B Directors may only be elected by the holders of a majority of the
outstanding shares of Series A Preferred Stock or Class B Common Stock, and
may be removed with or without cause, only by vote of the holders of
two-thirds of the voting power of such Class or Series. V&C does not
control enough Series A Preferred Stock to control the Class B Directors.
(h) V&C is not aware of any plans or proposals that might relate to or result
in delisting any securities of the Company.
9
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(i) V&C is not aware of any plans or proposals that might relate to or result
in a class of equity securities of the Company becoming eligible for
termination of registration.
(j) V&C is not aware of any actions similar to those listed in subparts 4(a)
through 4(i).
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Item 5 is hereby deleted in its entirety and replaced with the
following:
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, 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 19.0% of the Common Stock issued and outstanding or
held in reserve.
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 35,183 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 1,525,566 shares of Common Stock and 456,250
shares of Series A Preferred Stock convertible into Common Stock,
with a total voting power of 2,438,066 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
10
<PAGE>
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 35,183 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 1,525,566 shares of
Common Stock and 456,250 shares of Series A Preferred Stock
convertible into Common Stock, with a total voting power of
2,438,066 shares of Common Stock. Mr. Lodzinski has sole dispositive
power over 35,183 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, 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.
(d) 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.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
11
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) 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.
(b) 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.
(c) 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.
(d) EXHIBIT A - Information As To Directors And Executive Officers Of
The Reporting Persons - attached hereto.
12
<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: NOVEMBER 22, 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
13
<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
14
