SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 20, 1998
Date of Report (Date of earliest event reported)
GULFWEST OIL COMPANY
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation)
33-13760-LA 87-0444770
(Commission File Number) (IRS Employer
Identification Number)
16800 Dallas Parkway, Suite 250, Dallas, Texas 75248
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 250-4440
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This current report dated March 20, 1998 is being amended to correct a
typographical error in Item 2, paragraph 3, to correctly read "and the balance
of $162,675.00 financed ..." All other information in the report remains as
previously filed with the Commission in the Company's Current Report on Form 8-K
dated March 20, 1998 and is incorporated by reference herein.
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ITEM 2. ACQUISITION OF ASSETS
On March 20, 1998, GulfWest Oil Company and its wholly owned subsidiaries,
WestCo Oil Company, GulfWest Texas Company and GulfWest Permian Company
(collectively, the "Company"), completed a series of transactions to acquire
working interests in additional oil properties and refinance oil properties
previously purchased by the Company.
The Company purchased substantially all of the working interests in
twenty-seven (27) oil wells (the "Acquired Properties") from Pharaoh Oil & Gas,
Inc. and Gary O. Bolen, Individually and d/b/a Badger Oil Company (collectively,
"Pharaoh"), pursuant to a Purchase and Sale Agreement dated March 1, 1997. The
twenty-seven wells are located on approximately 640 acres in Pecos County, Texas
and have estimated net proved reserves totaling 610,000 barrels of oil.
The purchase price of the Acquired Properties was $2,976,000.00. The
Company obtained a loan from Chase Bank of Texas, N.A. for $10,237,215.00 which
included $7,632,000.00 for refinancing oil properties previously purchased by
the Company in October and December 1996 and $2,605,000.00 for payment toward
the purchase of the Acquired Properties. The bank note bears interest at the
prime rate for the first six months and the prime rate plus one-half percent per
annum for the subsequent six months, with principal due on March 20, 1999. Terms
of the purchase include $300,000.00 cash, $170,000.00 in workover costs on the
properties (subject to certain adjustments) and the balance of $162,675.00
financed by Pharaoh in the form of a note payable with interest at 8% due
September 20, 1998.
The Company has also entered into a purchase and sale agreement with
Pharaoh for certain other oil properties (the "Remaining Properties") for a
purchase price of $1,450,00.00, to be financed by increasing the aforementioned
bank note and seller note $1,000,000.00 and $450,000.00, respectively. The
purchase of the Remaining Properties is subject to various conditions such as
title curative matters, with closing scheduled no later than May 7, 1998.
Management of the Company negotiated the purchase price based upon an
independent third party engineering report on the properties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
It is impracticable to provide the required financial statements at this
time. Such statements will be filed under cover of Form 8 no later than
June 2, 1998.
(b) Pro Forma Financial Information
Pro forma information will also be filed under cover of Form 8 no later
than June 2, 1998.
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c) Exhibits
2.1 Purchase and Sale Agreement between Pharaoh, as Seller, and WestCo Oil
Company, or its assigns, as Purchaser, dated March 1, 1997.
2.2 Assignment of Purchase and Sale Agreement by and between WestCo Oil
Company and GulfWest Permian Company, dated March 20, 1998.
2.3 Form of Assignment and Bill of Sale by and between Pharaoh as Assignor
and GulfWest Permian Company as Assignee, executed March 20, 1998.
2.4 Term Renewal Note in the amount of $10,237,215.00 payable to the order
of Chase Bank of Texas, N.A. and executed by GulfWest Permian Company
and GulfWest Texas Company, dated March 20, 1998.
2.5 Term note in the amount of $612,675.00 payable to the order of Pharaoh
Oil and Gas, Inc. and executed by GulfWest Permian Company, dated
March 20, 1998.
2.6 Security Agreement-Pledge of GulfWest Permian stock to Chase Bank of
Texas, N.A. by GulfWest Oil Company, dated March 20, 1998.
2.7 Limited Guaranty Agreement by and between GulfWest Oil Company and
Chase Bank of Texas, N.A., executed March 20, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GULFWEST OIL COMPANY
Date: April 13, 1998 By: /s/Jim C. Bigham
Jim C. Bigham
Executive Vice President\Secretary
