Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.1a-11(c) or ss.240.1a-12
GULFWEST OIL COMPANY
(Name of Registrant as Specified In Its Charter)
GULFWEST OIL COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
* Set forth amount on which the filing is calculated and state how it was
determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
GULFWEST OIL COMPANY
16800 Dallas Parkway
Suite 250
Dallas, Texas 75248
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on March 24, 1998
NOTICE IS HEREBY GIVEN that the Special Meeting of the Shareholders of
GulfWest Oil Company (the "Company") will be held at the Company's offices at
16800 Dallas Parkway, Suite 250, Dallas, Texas, on Tuesday, March 24, 1998 at
6:00 P.M., local time, for the following purposes:
(1) To approve the offering, sale and issuance of shares of the Company's Common
Stock through a private placement at a price to be determined whereby gross
proceeds of at least $500,000 and up to $5.5 million are anticipated to be
raised.
(2) To transact such other business as may properly come before the Meeting or
any adjournments thereof.
The close of business on February 12, 1998 has been fixed as the record
date for determining shareholders entitled to notice of and to vote at the
Special Meeting of Shareholders or any adjournments thereof. For a period of at
least 10 days prior to the Special Meeting, a complete list of shareholders
entitled to vote at the Special Meeting will be open to the examination of any
shareholder during ordinary business hours at the offices of the Company at 2644
Sherwood Forest Plaza, Suite 229, Baton Rouge, Louisiana 70816 or 16800 Dallas
Parkway, Suite 250, Dallas, Texas 75248.
Information concerning the matters to be acted upon at the Special Meeting
is set forth in the accompanying Proxy Statement.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING IN PERSON ARE
URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Jim C. Bigham
Secretary
Dallas, Texas
February 24, 1998
<PAGE>
GULFWEST OIL COMPANY
16800 Dallas Parkway
Suite 250
Dallas, Texas 75248
PROXY STATEMENT
For
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on March 24, 1998
This Proxy Statement is being first mailed on February 24, 1998 to
shareholders of GulfWest Oil Company (the "Company") by the Board of Directors
(the "Board") to solicit proxies (the "Proxies") for use at the Special Meeting
of Shareholders (the "Meeting") to be held at the Company's offices at 16800
Dallas Parkway, Suite 250, Dallas, Texas, at 6:00 P.M., local time, on Tuesday,
March 24, 1998, or at such other time and place to which the Meeting may be
adjourned.
All shares represented by valid Proxies, unless the shareholder otherwise
specifies, will be voted (i) FOR the approval of the offering, sale and issuance
of shares (the "Shares") of the Company's Common Stock, par value $.001 per
share (the "Common Stock") through a private placement at a price to be
determined whereby gross proceeds of at least $500,000 and up to $5.5 million
are anticipated to be raised, and (ii) at the discretion of the Proxy holders
with regard to any other matter that may properly come before the Meeting or any
adjournments thereof.
Where a shareholder has specified how a Proxy is to be voted, it will be
voted accordingly. The Proxy may be revoked at any time by providing written
notice of such revocation to GulfWest Oil Company, 16800 Dallas Parkway, Suite
250, Dallas, Texas 75248, Attention: Jim Bigham. If notice of revocation is not
received by the Meeting date, a shareholder may nevertheless revoke a Proxy if
he or she attends the Meeting and desires to vote in person.
RECORD DATE AND VOTING SECURITIES
The record date for determining the shareholders entitled to vote at the
Meeting is the close of business on Thursday, February 12, 1998 (the "Record
Date"), at which time the Company had issued and outstanding 1,759,185 shares of
Common Stock.
QUORUM AND VOTING
In order to be validly approved by the shareholders, each proposal
described herein must be approved by the affirmative vote of a majority of the
shares represented and voting at the meeting at which a quorum is present. The
presence at the Special Meeting, in person or by proxy, of the holders of a
one-third of the issued and outstanding shares of Common Stock is necessary to
constitute a quorum to transact business. Each share represented at the Special
Meeting in person or by proxy will be counted toward a quorum. In deciding all
questions and other matters, a holder of Common Stock on the Record Date shall
be entitled to cast one vote for each share of Common Stock registered in his or
her name.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 12, 1998,
regarding the beneficial ownership of Common Stock by each person known by the
Company to own 5% or more of the outstanding Common Stock, each director of the
Company, certain named executive officers, and the directors and executive
officers of the Company as a group. The persons named in the table have sole
voting and investment power with respect to all shares of Common Stock owned by
them, unless otherwise noted.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
<S> <C> <C>
John E. Loehr 512,413 (1)(2) 23.0%
Marshall A. Smith III 321,337(2)(3) 15.4%
Jim C. Bigham 157,750(2)(4) 8.2%
A. Van Nguyen 25,000(2)(5) 1.4%
Ned W. Fowler 44,833(2)(6) 2.5%
Charles D. Ledford 0.00(2) 0
Henri M. Nevels 11,430(2)(7) *
James L. Crowson 0.00(2) 0.00
Anthony P. Towell 52,548(2)(8) 2.9%
J. Virgil Waggoner 520,000(9) 23.0%
All current directors and officers 1,645,311(10) 50.0%
as a group (9 persons)
Senior Drilling Company 230,482(11) 12.0%
HS Energy Private Rig 216,667(12) 11.1%
Partnership 1981, Ltd.
Anaconda Opportunity Fund, 257,777(13)(14) 12.8%
L.P. c/o Anaconda Capital
American High Growth 128,888(13)(15) 6.8%
Retirement Trust
Donald & Co. Securities, Inc. 150,625(16) 8.1%
Carlin Equities Corporation 161,111(13)(17) 8.4%
Delaware Charter Guaranty 75,722(13)(18) 4.1%
and Trust, FBO B. Leon Skinner
Madisonville Partnership, Ltd. 200,000(19) 10.2%
Renier Nevels 530,000(20) 23.3%
2
<PAGE>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
NR Atticus, Ltd. 141,777(13)(21) 7.5%
SPAGS N.V, 206,000(22) 10.5%
Internet Financial Relations 100,500(23) 5.4%
</TABLE>
* Less than 1%
1 Includes 388,158 shares subject to presently exercisable warrants and
options and 20,494 shares held directly, 30,000 shares subject to presently
exercisable warrants, 46,511 shares issuable upon conversion of a debenture
and 25,250 shares held by ST Advisory Corporation, and 2,000 shares held by
the Joanna Drake Loehr Trust. Mr. Loehr is president and sole shareholder
of ST Advisory Corporation.
2 Shareholder's address is 16800 Dallas Parkway, Suite 250, Dallas, Texas
75248.
3 Includes 317,588 shares subject to presently exercisable warrants and
options and 333 shares owned directly, 83 shares owned by Joyce Smith, the
wife of Mr. Smith, and 3,333 shares owned by Marshall A. Smith IV and Mark
Shelton, sons of Mr. Smith. Mr. Smith III disclaims beneficial ownership of
the shares of and warrants owned by Senior Drilling Company, which is
controlled by Mitchell D. Smith, the brother of Mr. Smith III.
4 Includes 147,800 shares subject to presently exercisable warrants and
options, and 9,950 shares held directly.
5 Includes 25,000 shares subject to presently exercisable options.
6 Includes 20,200 shares subject to presently exercisable warrants and 24,633
shares held directly.
7 Includes 11,430 shares subject to presently exercisable warrants. Mr.
Nevels disclaims beneficial ownership of the shares and warrants owned by
his father, Renier Nevels.
8 Includes 9,293 shares issuable upon conversion of immediately convertible
Preferred Stock, 15,000 shares subject to presently exercisable warrants
and 23,255 shares issuable upon conversion of a debenture.
9 Includes 500,000 shares subject to presently exercisable options.
Shareholder's address is 1111 Bagby, Suite 2420, Houston, Texas 77702.
10 Includes 1,384,235 shares subject to presently exercisable options and
111,076 shares held directly or indirectly.
11 Includes 166,754 shares subject to presently exercisable warrants and
63,728 shares held directly. Senior Drilling Company is controlled by
Mitchell D. Smith, the brother of the president of the Company.
Shareholder's address is 8126 One Calais Avenue, Suite 2-C, Baton Rouge,
Louisiana 70809.
12 Includes 200,000 shares subject to presently exercisable warrants and
16,667 shares held directly. The general partner of HS Energy Private Rig
Partnership 1981, Ltd. is HS Energy, Inc. whose president is Ray Holifield.
Shareholder's address is 6309 N. O'Connor Blvd., Bldg. II, Suite 210,
Irving, Texas 75039.
13 The number of shares issuable upon conversion of Preferred Stock is based
upon the closing price of the Common Stock as quoted on the Nasdaq Stock
Market on February 10, 1998 of $2.25 per share.
3
<PAGE>
14 Includes 177,777 shares issuable upon conversion of immediately convertible
Preferred Stock and 80,000 shares subject to presently exercisable
warrants. Shareholder's address is 730 Fifth Avenue, 15th Floor, New York,
New York 10019.
15 Includes 88,888 shares issuable upon conversion of immediately convertible
Preferred Stock and 40,000 shares subject to presently exercisable
warrants. Shareholder's address is 725 Fifth Avenue, 24th Floor, New York,
New York 10022.
16 Includes 105,000 shares subject to presently exercisable options and 45,625
shares held directly. Shareholder's address is 65 East 55th Avenue, 12th
Floor, New York, New York 10022.
17 Includes 111,111 shares issuable upon conversion of immediately convertible
Preferred Stock and 50,000 shares subject to presently exercisable
warrants. Shareholder's address 250 Park Avenue, 12th Floor, New York, New
York 10017.
18 Includes 52,222 shares issuable upon conversion of immediately convertible
Preferred Stock and 23,500 shares subject to presently exercisable
warrants. Shareholder's address is P. O. Box 8963, Wilmington, Delaware
19899-8963.
19 Includes 200,000 shares subject to presently exercisable warrants.
Shareholder's address is 3838 Oak Lawn Avenue, Suite 1220, Dallas, Texas
75219.
20 Includes 15,000 shares held directly, 200,000 shares issuable upon
conversion of immediately convertible Preferred Stock at a price per share
of Common Stock of $5.00, and 315,000 shares subject to presently
exercisable warrants. Shareholder's address is P. O. Box 1, 3680 Maaseik,
Belgium.
21 Includes 97,777 shares issuable upon conversion of immediately convertible
Preferred Stock and 44,000 shares subject to presently exercisable
warrants. Shareholder's address is c/o Atticus Capital, 153 East 53rd St.,
43rd Floor, New York, New York 10022.
22 Includes 206,000 shares subject to presently exercisable warrants.
Shareholder's address is P. O. Box 744, Curacao, Netherlands, Antilles.
23 Includes 83,500 shares subject to presently exercisable warrants and 17,000
shares held directly. Shareholder's address is 575 South Anaheim Hills Rd.,
Anaheim, California 92807.
PROPOSAL NO. 1
APPROVAL OF THE OFFERING SALE OF COMMON STOCK
The shareholders are requested at the Special Meeting to approve the
offering, sale and issuance of Shares of the Company's Common Stock through a
private placement at a price to be determined whereby gross proceeds of at least
$500,000 and up to $5.5 million are anticipated to be raised. The offering,
which is subject to the shareholder approval requested herein, will be through a
placement agent retained by the Company and is expected to be made on a
continuous basis over a period of time to be determined but not to exceed 180
days. The Company anticipates that the offering will be exempt from the
registration requirements of the Securities Act of 1933, as amended.
The Company estimates that, upon consummation of the offering, the
purchasers of the Shares would hold between approximately 12.4% (if the minimum
$500,000 of gross proceeds is raised) to 61% (if the maximum of $5.5 million of
gross proceeds is raised) of the outstanding number of shares of the Company's
Common Stock (assuming an offering price per share of $2.00, which was the
closing price of the Common Stock on February 23, 1998 as reported on the Nasdaq
Stock Market). The actual offering price per share will be negotiated between
the Company and the placement agent and will represent the Company's
4
<PAGE>
and the placement agent's good faith determination of the fair market value of
the Shares at the time the Shares are offered. The offering price per share
could be less than the price per share of the Common Stock as reported on the
Nasdaq Stock Market during the offering. During the twelve months preceding the
date hereof, the closing price of the Common Stock as reported on the Nasdaq
Stock Market has ranged from a low of $1.875 per share to a high of $3.375 per
share.
The Company expects to use the proceeds from the offering for working
capital and general corporate purposes. These general corporate purposes may
include (i) approximately $2,750,000 for payment of the current balance of a
revolving credit facility with a financial institution, bearing interest at the
Prime Rate (8.5% as of the date hereof) and personally guaranteed by J. Virgil
Waggoner, a director of the Company (this credit facility would continue to be
available to the Company for acquisition, development and enhancement of oil and
gas properties); (ii) approximately $1,000,000 for repayment of a drilling loan
from J. Virgil Waggoner bearing interest at the Prime Rate; (iii) approximately
$932,000 for payment of the final installment of seller financing (non-interest
bearing) related to the purchase of oil producing properties in West Texas on
December 1, 1996; and (iv) approximately $600,000 for placement agent fees and
expenses of the offering. The use of proceeds is subject to change, however,
based upon the number of Shares sold in the offering, the amount of net proceeds
to the Company, competitive developments and the availability to the Company of
other methods of financing.
The Board of Directors may, in its sole discretion, choose to abandon the
offering whether or not shareholder approval is obtained. There can be no
assurance that the offering will be consummated.
The Company anticipates that purchasers of the Shares sold in the offering
will have one-time demand registration rights exercisable beginning six months
after the consummation of the offering upon the request of a majority in
interest of the purchasers of the Shares and expiring one year after the
consummation of the offering. Thereafter, purchasers of the Shares will continue
to have piggyback rights with respect to their Shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE APPROVAL OF THE OFFERING, SALE AND ISSUANCE OF THE SHARES.
Dissenters' Right of Appraisal
Because the offering involves the issuance of shares of Common Stock by the
Company for cash, there are no rights of appraisal or similar rights with
respect to the proposed offering and sale of the Shares under the Texas Business
Corporation Act.
OTHER BUSINESS
The Board knows of no matter other than those described herein that will be
presented for consideration at the Special Meeting. However, should any other
matters properly come before the Special Meeting or any adjournments thereof, it
is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment in the interest of the Company.
5
<PAGE>
MISCELLANEOUS
All costs incurred in the solicitation of Proxies will be borne by the
Company. In addition to solicitation by mail, the officers and employees of the
Company may solicit Proxies by telephone, telegraph or personally, without
additional compensation. The Company may also make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of shares of Common Stock held
of record by such persons, and the Company may reimburse such brokerage houses
and other custodians, nominees and fiduciaries for their out-of-pocket expenses
incurred in connection therewith. The Company has not engaged a proxy solicitor.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
The Quarterly Report to shareholders of the Company on Form 10-Q, including
financial statements for the three and nine-month periods ended September 30,
1997, accompanies this Proxy Statement and is incorporated herein.
By Order of the Board
/s/ Jim C. Bigham
Jim C. Bigham
Secretary
Dallas, Texas
February 24, 1998
6
<PAGE>
GULFWEST OIL COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 24, 1998
The undersigned hereby appoints Jim C. Bigham proxy of the undersigned,
with power of substitution, to vote all shares of Common Stock of the Company
held by the undersigned which are entitled to be voted at the Special Meeting of
Shareholders to be held March 24, 1998, and any adjournment(s) thereof as
effectively as the undersigned could do if personally present.
(1) To approve the offering, sale and issuance of shares of the Company's
Common Stock through a private placement at a price to be determined whereby
gross proceeds of at least $500,000 and up to $5.5 million are anticipated to be
raised.
____ For
____ Against
____ Abstain
(2) In the discretion of the proxy holder, on any other matter that may
properly come before the meeting or any adjournments thereof.
The shares represented by this proxy will be voted as directed. WHERE NO
DIRECTION IS GIVEN, THE SHARES WILL BE VOTED FOR MATTERS (1) and (2) above.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote or act with respect to the Common Stock of the Company and hereby ratifies
and confirms all that the proxy, or his substitutes, or any of them, may
lawfully do by virtue hereof.
Please sign below, date, and return promptly in the enclosed envelope.
Dated: , 1998
IMPORTANT: Please date this proxy and sign your
name exactly as it appears to the left. When
signing on behalf of a corporation, partnership,
estate, trust or in other representative
capacity, please sign name and title. Where
there is more than one owner, each owner must
sign.
