UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Texoil, Inc.
-------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
-------------------------------------------------------------------------
(Title of Class of Securities)
882906 20 9
-------------------------------------------------------------------------
(CUSIP Number)
David R. Whitney
c/o Resource Investors Management Company
22 Waterville Road
Avon, Connecticut 06001
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 5, 2000; December 31, 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 [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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).
<PAGE>
CUSIP No. 882906 20 9 Page 2 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Resource Investors Management Company Limited Partnership
06-1148341
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 579,124
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
579,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,124 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 3 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RIMCO Associates, Inc.
06-1144208
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 579,124
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
579,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,124 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 4 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RIMCO Partners, L.P.
06-1208375
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 5 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RIMCO Partners, L.P. II
06-1264592
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 225,215
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
225,215
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,215 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 6 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RIMCO Partners, L.P. III
06-1291935
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 96,521
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
96,521
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,521 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 7 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RIMCO Partners, L.P. IV
06-1327489
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 257,388
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
257,388
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,388 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
RN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 8 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roy V. Hood
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 579,124
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
579,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,124 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 9 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David R. Whitney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 579,124
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
579,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,124 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 882906 20 9 Page 10 of 27
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. Lee Jorden
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 579,124
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
579,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,124 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 27
This Amendment No. 4 on Schedule 13D/A ("Amendment No. 4") to the
Statement on Schedule 13D (as amended by Amendment Nos. 1, 2 and 3 on
Schedule 13D/A) ("Schedule 13D") is filed on behalf of each of RIMCO
Partners, L.P., RIMCO Partners, L.P. II, RIMCO Partners, L.P. III, RIMCO
Partners, L.P. IV, Resource Investors Management Company Limited
Partnership, RIMCO Associates, Inc., Roy V. Hood, David R. Whitney and E.
Lee Jorden (the "Reporting Persons").
This Amendment No. 4 is filed to reflect (i) the repayment by Texoil,
Inc. (the "Company") in December 1999 of $10,000,000 aggregate principal
amount of 7.875% Convertible Subordinated General Obligation Notes of the
Company, which Convertible Notes were formerly convertible into an
aggregate of approximately 952,381 shares of Common Stock of the Company
as described in Amendment No. 3 to the Schedule 13D, and (ii) the sale by
RIMCO Partners, L.P. of an aggregate of 225,215 shares of Common Stock of
the Company during July, August and September, 2000.
Unless otherwise indicated, each capitalized term used but not otherwise
defined herein shall have the meaning assigned to such term in the
Schedule 13D.
Item 1. Security and Issuer:
The address of the principal executive offices of Texoil, Inc. (the
"Company") previously reported under this item is hereby amended to read
as follows: 110 Cypress Station Drive, Suite 220, Houston, Texas 77090.
Item 2. Identity and Background:
Item 2 is hereby deleted in its entirety and replaced with the following:
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS CITIZENSHIP OR PRINCIPAL
STATE OF OCCUPATION
INCORPORATION/ OR
ORGANIZATION EMPLOYMENT
--------------------------------------------------------------------------------------
<S> <C> <C>
Resource Investors Management CT Investment
Company Limited Partnership Management
("RIMCO")
22 Waterville Road
Avon, CT 06001
RIMCO Associates, Inc. CT General Partner
("Associates") of RIMCO
22 Waterville Road
Avon, CT 06001
RIMCO Partners, L.P. DEL InvestmentPartnership
("RIMCO I") (Energy sector securities)
600 Travis, Suite 6875
Houston, TX 77002
<PAGE>
Page 12 of 27
RIMCO Partners, L.P. II DEL Investment Partnership
("RIMCO II") (Energy sector securities)
600 Travis, Suite 6875
Houston, TX 77002
RIMCO Partners, L.P. III DEL Investment Partnership
("RIMCO III") (Energy sector securities)
600 Travis, Suite 6875
Houston, TX 77002
RIMCO Partners, L.P. IV DEL Investment Partnership
("RIMCO IV") (Energy sector securities)
600 Travis, Suite 6875
Houston, TX 77002
Roy V. Hood USA Managing Director of
22 Waterville Road RIMCO; President and
Avon, CT 06001 director of Associates
David R. Whitney USA Managing Director of
22 Waterville Road RIMCO; Vice President
Avon, CT 06601 and director of Associates
E. Lee Jorden USA Managing Director of
600 Travis, Suite 6875 RIMCO; Vice President
Houston, TX 77082 and director of Associates
</TABLE>
During the past five years, none of the reporting persons have been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the past five years, none of the executive
officers, directors or controlling persons of the reporting persons have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the past five years, none of the reporting person have been a
party to a civil proceeding of a judicial or an administrative body of
competent jurisdiction and as a result of such proceeding is or was
subject to a judgement, 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.
During the past five years, none of the executive officers, directors or
controlling persons of the reporting persons have been a party to a civil
proceeding of a judicial or an administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgement, 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.
<PAGE>
Page 13 of 27
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by deleting the third paragraph thereof and
inserting the following new paragraph in lieu thereof:
In December 1999, the Company repaid the $10,000,000 principal amount of
Convertible Notes held by RIMCO Partners, L.P., RIMCO Partners, L.P. II,
RIMCO Partners, L.P. III and RIMCO Partners, L.P. IV (the "Limited
Partnerships"), including all interest accrued thereon. Upon such
repayment, the Convertible Notes were cancelled and were no longer
convertible into shares of Common Stock of the Company.
Item 4. Purpose of Transaction:
Item 4 is hereby deleted in its entirety and replaced with the following:
The shares of Common Stock the Limited Partnerships received in the
Exchange described in Amendment No. 3 to this Schedule 13D were acquired
for general investment purposes. The Convertible Notes were acquired for
purposes of investment for the accounts of the respective Limited
Partnerships.
In December 1999, the Company repaid the $10,000,000 principal amount
of Convertible Notes held by the Limited Partnerships. Upon such repayment,
the Convertible Notes were cancelled and were no longer convertible into
shares of Common Stock of the Company.
In July, August and September, 2000, RIMCO Partners L.P. sold an
aggregate of 225,215 shares of Common Stock in open market transactions.
Based on the Limited Partnerships= ongoing evaluation of the business,
prospects and financial condition of the Company, the market for and
price of the Common Stock, other opportunities available to the Limited
Partnerships, offers for their shares of Common Stock, general economic
conditions and other future developments, the Limited Partnerships
reserve the right to change their plans and intentions at any time, as
they deem appropriate. In particular, the Limited Partnerships may
decide to further sell or seek the sale of all or part of their present
or future beneficial holdings of Common Stock, or may decide to acquire
additional Common Stock, or securities convertible into or exchangeable
for Common Stock, either in the open market, in private transactions, or
by any other permissible means. The Limited Partnerships may also decide
to enter into derivative transactions relating to the Common Stock. Any
such transactions may be effected at any time and from time to time.
Pursuant to an Amended and Restated Stock Ownership and Registration
Rights Agreement dated December 31, 1997 between the Company and the
Limited Partnerships, so long as the Limited Partnerships own an
aggregate of 5% or more of the Company's Common Stock, RIMCO is entitled
to designate one person for election to the Board of Directors of the
Company.
<PAGE>
Page 14 of 27
Other than as described in this Item 4, as of the date hereof, none of
the Reporting Persons has any plans or proposals that relate to or would
result in any of the actions listed in subparagraphs (a) - (j) of the
instructions to Item 4 of Schedule 13D with respect to the Company as the
issuer.
<PAGE> Page 15 of 27
Item 5. Interest in Securities of the Issuer:
Item 5 is hereby deleted in its entirety and replaced with the following:
(a)-(b)
<TABLE>
<CAPTION>
Number of Shares Shared Shared Sole Sole
Beneficially Voting Investment Voting Investment
NAME Owned POWER POWER POWER POWER PERCENT
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Associates 579,124 579,124 579,124 0 0 8.7%
RIMCO 579,124 579,124 579,124 0 0 8.7%
RIMCO I 0 0 0 0 0 0.0%
RIMCO II 225,215 225,215 225,215 0 0 3.4%
RIMCO III 96,521 96,521 96,521 0 0 1.4%
RIMCO IV 257,388 257,388 257,388 0 0 3.9%
Roy V. Hood 579,124 579,124 579,124 0 0 8.7%
David R. Whitney 579,124 579,124 579,124 0 0 8.7%
A. Lee Jorden 579,124 579,124 579,124 0 0 8.7%
</TABLE>
(C) Since Amendment No. 3 to the Schedule 13D was filed, RIMCO Partners,
L.P. has sold the following shares of Common Stock in open market
transactions:
<TABLE>
<CAPTION>
DATE NO. OF SHARES SOLD PRICE PER SHARE
---------------------------------------------------------------------------
<S> <C> <C>
7/18/2000 20,000 $7.0625
8/8/2000 15,000 $7.0625
8/9/2000 10,000 $7.1875
8/10/2000 10,000 $7.170
8/11/2000 10,000 $7.125
9/5/2000 25,000 $8.688
9/5/2000 10,000 $8.750
9/5/2000 15,000 $8.688
9/7/2000 10,000 $8.530
9/8/2000 12,500 $8.000
9/11/2000 30,000 $8.000
9/12/2000 17,715 $8.080
9/15/2000 10,000 $7.875
9/18/2000 30,000 $7.720
</TABLE>
(d) Not applicable.
(e) RIMCO I ceased to be the beneficial owner of any shares of Common
Stock of the Company on September 18, 2000.
<PAGE> Page 16 of 27
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer:
Item 6 is hereby deleted in its entirety and replaced with the following:
RIMCO is the managing general partner of RIMCO I, RIMCO II, RIMCO III and
RIMCO IV. RIMCO has a 1.00% interest (on a profit basis) in the
portfolio securities held by RIMCO I, RIMCO II, RIMCO III and RIMCO IV,
each of which is a Delaware limited partnership engaged in the business
of making investments in the energy sector of the natural resource
industry.
Associates is the managing general partner of RIMCO. Associates has a
55% interest (on a profit basis) in RIMCO, which, as indicated above, has
a 1.00% interest (on a profit basis) in the portfolio securities held by
RIMCO I, RIMCO II, RIMCO III and RIMCO IV.
RIMCO I is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
Following the sale of the 225,215 shares of Common Stock reported in this
Amendment No. 4, RIMCO I no longer owned any shares of Common Stock of
the Company.
RIMCO II is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO II is the record owner of 225, 215 shares of Common Stock or 3.4%
of the outstanding Common Stock of the Company.
RIMCO III is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO III is the record owner 96,521 shares of Common Stock or 1.4% of
the outstanding Common Stock of the Company.
RIMCO IV is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO IV is the record owner of 257,388 shares of Common Stock or 3.9% of
the outstanding Common Stock of the Company.
Roy V. Hood, David R. Whitney and A. Lee Jorden are managing directors of
RIMCO. Mr. Hood is a shareholder and President and a director of
Associates. Mr. Whitney is a shareholder and Vice President, Secretary
and Treasurer and a director of Associates. Mr. Jorden is a shareholder
and Vice President and a director of Associates.
Under a Stock Ownership and Registration Rights Agreement dated as of
September 6, 1996, as amended and restated as of December 31, 1997, the
Company granted the Limited Partnerships certain demand and "piggy back"
registration rights to register under the Securities Act of 1933 any
offer of Common Stock held by the Limited Partnerships. The Stock
Ownership and Registration Rights Agreement provides for indemnification
of the Limited Partnerships by the Company and indemnification of the
Company by the Limited Partnerships under certain circumstances related
to such registration rights.
<PAGE> Page 17 of 27
Item 7. Material to be Filed as Exhibits
A. Agreement for Joint Filing on Behalf of Each Reporting Person.
B. Amended and Restated Stock Ownership and Registration Rights Agreement
(filed as Exhibit 5.5 to the Current Report on Form 8-K of Texoil, Inc.
dated December 31, 1997 and incorporated by reference).
C. Powers of Attorney (attached hereto, and also filed as Exhibit E
to the Schedule 13D filed September 19, 1996, and incorporated herein by
reference).
<PAGE> Page 18 of 27
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the following reporting persons, each reporting person certifies
that the information set forth in this statement is true, complete and
correct.
Date: September 26, 2000 Resource Investors Management Company
Limited Partnership
Signature: By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 RIMCO Associates, Inc.
Signature: By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
<PAGE> Page 19 of 27
Date: September 26, 2000 RIMCO Partners, L.P.
By: Resource Investors Management
Signature: Company Limited Partnership,
Its General Partner
By: RIMCO Partners, L.P.
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 RIMCO Partners, L.P. II
By: Resource Investors Management
Signature: Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
<PAGE> Page 20 of 27
Date: September 26, 2000 RIMCO Partners, L.P. III
By: Resource Investors Management
Signature: Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 RIMCO Partners, L.P. IV
By: Resource Investors Management
Signature: Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 /s/ Roy V. Hood*
----------------------------------
Signature: Roy V. Hood
<PAGE> Page 21 of 27
Date: September 26, 2000 /s/ David R. Whitney
----------------------------------
Signature: David R. Whitney
Date: September 26, 2000 /s/ A. Lee Jorden*
----------------------------------
Signature: A. Lee Jorden
By: */s/ David R. Whitney
-----------------------------------
David R. Whitney, Attorney-in-Fact
<PAGE> Page 22 of 27
EXHIBIT INDEX
Item 8. Material to be Filed as Exhibits
A. Agreement for Joint Filing on Behalf of Each Reporting Person.
B. Amended and Restated Stock Ownership and Registration Rights
Agreement (filed as Exhibit 5.5 to the Current Report on Form 8-K of Texoil,
Inc. dated December 31, 1997 and incorporated by reference).
C. Powers of Attorney (attached hereto, and also filed as Exhibit E to
the Schedule 13D filed September 19, 1996, and incorporated herein by
reference).
<PAGE> Page 23 of 27
Exhibit A
AGREEMENT
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934,
each of the undersigned hereby agrees to the filing of this Statement on
Schedule 13D on its behalf.
This agreement may be signed in one or more counterparts.
Date: September 26, 2000 Resource Investors Management Company
Limited Partnership
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 RIMCO Associates, Inc.
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
<PAGE> Page 24 of 27
Date: September 26, 2000 RIMCO Partners, L.P.
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Partners, L.P.
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 RIMCO Partners, L.P. II
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 RIMCO Partners, L.P. III
By: Resource Investors Management
Signature: Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
<PAGE> Page 25 of 27
Date: September 26, 2000 RIMCO Partners, L.P. IV
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ David R. Whitney
----------------------------------
Name: David R. Whitney
Title: Vice President
Date: September 26, 2000 /s/ Roy V. Hood*
----------------------------------
Name: Roy V. Hood
Date: September 26, 2000 /s/ David R. Whitney
----------------------------------
David R. Whitney
Date: September 26, 2000 /s/ A. Lee Jorden*
----------------------------------
A. Lee Jorden
By: */s/ David R. Whitney
-----------------------------------
David R. Whitney, Attorney-in-Fact
