FORM 8
[As last amended September 26, 1949]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
GULFWEST OIL COMPANY
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report for October 10,
1996 on Form 8-K as set forth in the pages attached hereto:
Item 7(a) Financial Statements of Businesses Acquired
Item 7(b) Pro Forma Financial Information
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
GulfWest Oil Company
By /s/Jim C. Bigham
Jim C. Bigham, Secretary
Date: December 20, 1996
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 10, 1996, GulfWest Texas Company, a wholly owned subsidiary of
GulfWest Oil Company (the "Company"), purchased from Gary O. Bolen, individually
and d/b/a Badger Oil Company, and Pharaoh Oil and Gas, Inc., unrelated parties
(collectively "Pharaoh"), 100% working interest in 279 oil wells on 5,100 acres
in the Vaughn Field, Crockett County, Texas, for $3.1 million, pursuant to a
Purchase and Sale Agreement (the "Agreement") dated June 12, 1996.
Currently, 82 of the oil wells acquired are active, producing an aggregate
of 235 barrels of oil per day. The Company plans to place 80 of the inactive
wells back in production over the next six months through enhancement and
recompletions, increasing production to approximately 420 barrels per day. The
properties have proved developed producing and non-producing oil reserves
estimated at 1.3 million barrels. The field has numerous infield drilling
locations as well as secondary recovery potential.
Under the terms of the Agreement, the Company paid $1.6 million in cash,
using substantially all of the proceeds of the Company's recent Private Offering
of preferred stock, and the balance was financed by the seller. The Company
executed a term note to Pharaoh for $1.5 million, together with interest
thereon, at a variable rate of interest per annum equal to the Prime Rate of the
Texas Commerce Bank National Association of Midland, Texas plus 1.5% per annum,
but in no event to exceed the highest lawful rate. The note is due and payable
in thirty-six (36) monthly installments with the first thirty-five (35) in the
amount of $14,342.88 plus accrued interest due and payable on or before the 22nd
day of each and every month, beginning on November 22, 1996, and one final
installment of the entire unpaid balance of principal and accrued interest due
on or before October 22, 1999, unless otherwise extended. The properties are
encumbered by a first mortgage held by the Texas Commerce Bank, who has agreed
to release the mortgage upon receipt of $1,274,000 in principal, plus accrued
interest.
Management of the Company negotiated the purchase price based upon a report
on the property provided by the independent engineering firm of Ryder Scott
Company, Denver, Colorado.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
<PAGE>
<TABLE>
THE ACQUIRED PROPERTIES
UNAUDITED STATEMENT OF REVENUES
AND DIRECT OPERATING EXPENSES
For the Year Ended December 31, 1995
and for the Nine Months Ended September 30, 1996
<CAPTION>
Nine Months
Year Ended Ended
Dec. 31, 1995 Sept. 30, 1996
<S> <C> <C>
Revenues:
Oil and Gas Production $ 1,012,100 $ 759,100
Expenses:
Direct Operating Expenses 377,100 282,200
Revenues Less Operating Expenses $ 635,000 $ 476,900
</TABLE>
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<TABLE>
GULFWEST OIL COMPANY
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
<CAPTION>
Historical
The Company Adjustments Pro Forma
<S> <C> <C> <C>
REVENUES:
Oil and Gas Production $ 551,355 $ 1,012,100 (a) $ 1,563,4550
Pipeline Income 32,385 32,385
Management Fees 85,627 85,627
Total Revenues 669,367 1,012,100 1,681,467
EXPENSES:
Lease Operating Expenses 416,103 377,100 (a) 793,203
Lease Abandonment Expense 51,618 51,618
Depreciation and Depletion 331,315 217,000 (b) 548,315
General and Administrative 912,322 912,322
Total Expenses 1,711,358 594,100 2,305,458
INCOME (LOSS) FROM
CONTINUING OPERATIONS (1,041,991) 418,000 (623,991)
OTHER INCOME AND EXPENSE:
Interest Income 27,708 27,708
Interest Expense (172,560) (135,000)(c) (307,560)
Total Other Income and Expense (144,852) (135,000) (279,852)
NET INCOME (LOSS) BEFORE TAXES
FROM CONTINUING OPERATIONS (1,186,843) 283,000 (903,843)
PROVISION FOR INCOME TAXES 0 0 0
NET INCOME (LOSS) FROM
CONTINUING OPERATIONS $(1,186,843) $ 283,000 $ (903,843)
</TABLE>
See accompanying notes to the unaudited pro forma statements.
<PAGE>
<TABLE>
GULFWEST OIL COMPANY
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1996
<CAPTION>
Historical
The Company Adjustments Pro Forma
<S> <C> <C> <C>
REVENUES:
Oil and Gas Production $ 757,937 $ 759,100 (a) $ 1,517,037
Pipeline Income 5,373 5,373
Management Fees 136,536 136,536
Total Revenues 899,846 759,100 1,658,946
EXPENSES:
Lease Operating Expenses 387,888 282,200 (a) 670,088
Lease Abandonment Expense 85,696 85,696
Depreciation and Depletion 281,565 162,800 (b) 444,365
General and Administrative 719,779 719,779
Total Expenses 1,474,928 445,000 1,919,928
INCOME (LOSS) FROM
CONTINUING OPERATIONS (575,082) 314,100 (260,982)
OTHER INCOME AND EXPENSE:
Interest Income 26,827 26,827
Interest Expense (172,671) (90,500)(c) (263,171)
Total Other Income and Expense (145,844) (90,500) (236,344)
NET INCOME (LOSS) BEFORE TAXES
FROM CONTINUING OPERATIONS (720,926) 223,600 (497,326)
PROVISION FOR INCOME TAXES 0 0 0
NET INCOME (LOSS) FROM
CONTINUING OPERATIONS $ (720,926) $ 223,600 $ (497,326)
</TABLE>
See accompanying notes to the unaudited pro forma statements.
<PAGE>
GULFWEST OIL COMPANY
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited pro forma statements of operations present the
results of operations of the Company for the year ended December 31, 1995 and
for the nine months ended September 30, 1996, as if the purchase of the acquired
properties had occurred as of the beginning of 1995.
The unaudited pro forma information has been prepared and all calculations
have been made by the Company based upon assumptions deemed appropriate by the
Company. Certain of these assumptions are set forth in the notes below. The
accompanying unaudited pro forma financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information prepared in accordance with generally accepted accounting
principles has been condensed or omitted pursuant to those rules and
regulations. The financial statements of the Company and the related notes
thereto presented in the Annual Report on form 10-K should be read in
conjunction with these pro forma statements.
2. Pro Forma Adjustments
The accompanying unaudited pro forma statements of operations reflect the
following adjustments:
(a) To adjust oil and gas production revenues as a result of the
acquisition of the acquired properties.
(b) To adjust depreciation and depletion as a result of the acquisition of
the acquired properties.
(c) To adjust interest expense for loan used to purchase the properties.
