UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D AMENDMENT NO.1
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
GULFWEST OIL COMPANY
(Name of Issuer)
COMMON STOCK, $O.OO1 PAR VALUE PER SHARE
(Title of Class of Securities)
40274P109
(CUSIP Number)
J. Virgil Waggoner
c/o JVW Investments, Ltd.
1111 Bagby Street, Suite 2420
Houston, Texas 77002
(713) 651-3003
(Name, Address and Telephone Number of Person Authorized
to receive Notices and Communications)
July 15, 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.____
Check the following box if a fee is being paid with the statement.____(A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13-d7.)
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 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 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).
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SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 2 OF 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Virgil Waggoner, SSN ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
7. SOLE VOTING POWER 8,983,884 (See Items 5 and 6)
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER None
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 8,983,884 (See Items 5 and 6)
PERSON
WITH
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,983,884 (See Items 5 and 6)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 78.2% based upon 7,213,517 shares of Common Stock outstanding
as of the date hereof, 4,250,000 shares subject to presently convertible
preferred stock and 20,000 shares subject to presently exercisable Options held
by the Reporting Person (See Items 5 and 6).
14. TYPE OF REPORTING PERSON Individual
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SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 3 OF 5
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $0.001 par value per
share (the "Common Stock"), of GulfWest Oil Company (the "Company"). The address
of the Company's principal executive offices is 397 N. Sam Houston Parkway East,
Suite 375, Houston, Texas 77060,
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by J. Virgil Waggoner (the
"Reporting Person"). The business address of the Reporting Person is 1111 Bagby
Street, Suite 2420, Houston, Texas 77002. The Reporting Person is President and
Chief Executive Officer of JVW Investments, Ltd., a private company. The
principal address of JVW Investments, Ltd. is 1111 Bagby Street, Suite 2420,
Houston, Texas 77002.
(d) - (e) During the last five years, the Reporting Person has not (I) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors)or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
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.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
4,000,0000 shares of the Issuer's Class A Common Stock (the "Common Stock")
were purchased by the Reporting Person in a private offering at $.75 per share
for a total price of $3,000,000 in cash from personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Common Stock have been acquired for investment. The
Reporting Person has not acquired the securities with any purpose, or with the
effect of, changing or influencing the control of the Company, or in connection
with or as a participant in any transaction having that purpose or effect. Any
decision of the Reporting Person either to purchase additional shares of Company
Common Stock or to dispose of any shares will take into account various factors,
including general economic conditions and money and stock market conditions.
The Reporting Person currently does not have any plans or proposals of the
type set forth in paragraphs (a) through (j) of Item 4 of Schedule D.
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SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 4 OF 5
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b) The Reporting Person beneficially owns and has sole voting and
dispositive power for 8,983,884 shares of the Issuer's Common Stock, which
includes (i) 4,000,000 shares purchased in a private offering on July 15, 1999
(ii) 4,250,000 shares subject to presently convertible preferred stock, (iii)
615,384 shares previously reported and purchased in a private offering, (iv)
98,500 shares previously reported and purchased through broker transactions, (v)
20,000 shares previously reported and subject to presently exercisable options.
The Reporting Person's current beneficial ownership represents approximately
78.2% of the shares of the Issuer's Common Stock based upon 7,213,517 shares of
Common Stock issued and outstanding as of the date hereof, 4,250,000 shares
subject to presently convertible preferred stock and 20,000 shares subject to
presently exercisable Options held by the Reporting Person .
(c) In two transactions on December 28, 1998 and May 28, 1999, the
Reporting Person converted $1,915,000 and $635,000, respectively, in outstanding
principal and interest of loans previously made to the Issuer to shares of the
Issuer's Series BB Convertible Preferred Stock, par value $.01 and liquidation
value $500 per share (the "Series BB Preferred Stock"). The Reporting Person is
the sole shareholder of the Issuer's Series BB Preferred Stock. The Series BB
Preferred Stock was convertible to Common Stock, subject to shareholder
approval, one (1) year from the date of issue at a conversion rate of $.60 per
share of Common Stock. On July 15, 1999, the Issuer agreed to amend the terms of
the Series BB Preferred Stock to make it convertible at anytime, at the option
of the holder. The market closing price of the Common Stock on December 28, 1998
and May 28, 1999 was $.60 and $.375 per share, respectively.
As part of lending transactions during 1996, 1997 and 1998, the Issuer had
granted the Reporting Person a series of options (the "Options") to purchase an
aggregate of 850,000 shares of Common Stock with an exercise date of July 1,
1999 and an exercise price of $1.25 per share of Common Stock. On July 15, 1999,
the Reporting Person and the Issuer jointly agreed to irrevocably void the
Options retroactively to the dates of issue.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Company Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
At July 15, 1999, the Issuer had obtained agreements with twenty-four (24)
stockholders of the Issuer's 9% Cumulative Convertible Class AAA Preferred
Stock, par value $.01 and liquidation value $500 per share (the "Class AAA
Preferred Stock") to convert their Class AAA Preferred Stock, valued at an
aggregate of $1,612,500, plus accrued dividends of $290,250, to Common Stock at
a conversion rate of $.90 per share of Common Stock. Upon the conversion, the
Issuer will issue an aggregate of 2,114,166 shares of Common Stock to these
holders, which will result in a reduction of the Reporting Person's beneficial
ownership from 78.2% to 66.1% of the Company's Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Common Stock Subscription Agreement dated July 15, 1999,
executed by the Reporting Person and accepted by the Company,
filed herewith.
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SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 5 OF 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 23, 1999 \s\ J. Virgil Waggoner
J. Virgil Waggoner
<PAGE>
SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 6 OF 5
Exhibit A
Subscription Agreement
GULFWEST OIL COMPANY
GulfWest Oil Company
397 N. Sam Houston Parkway E.,
Suite 375
Houston, Texas 77060
Gentlemen:
1. Subscription. The undersigned (the "Investor") subscribes for and agrees
to purchase shares of GulfWest Oil Company's ("GulfWest" or the "Company")Class
A Common Stock, par value $.001 per share (the "Shares")in the original
principal amount set forth on the signature page below. The Investor
acknowledges that this subscription (i) is irrevocable and (ii) is conditioned
upon acceptance by or on behalf of GulfWest and may be accepted or rejected in
whole or in part by GulfWest in its sole discretion.
2. Representations and Warranties. To induce GulfWest to accept this
subscription, the Investor represents and warrants as follows:
(a) The Investor has had adequate opportunity to obtain information from
and ask questions of the officers or representatives of GulfWest concerning the
business of GulfWest. The Investor has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares, is able to bear the risks of an investment
in the Shares and understands the risks of, and other considerations relating
to, an investment in the Shares.
(b) The Investor is an "accredited investor" within the meaning of Rule
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act").
(c) The Shares to be acquired hereunder are being acquired by the Investor
for the Investor's own account for investment purposes only and not with a view
to resale or distribution.
(d) The Investor understands that the Shares have not been registered under
the Securities Act, the securities laws of any state or the securities laws of
any other jurisdiction, nor is such registration contemplated. The Investor
understands and agrees further that the Shares must be held indefinitely unless
subsequently registered under the Securities Act and these state securities laws
<PAGE>
SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 7 OF 5
or an exemption from registration under the Securities Act and these state
securities laws covering the sale of the Shares is available. The Investor
understands that legends stating that the Shares have not been registered under
the Securities Act and these state securities laws and setting out or referring
to the restrictions on the transferability and resale of the Shares will be
placed on the Shares. The Investor's overall commitment to GulfWest and other
investments which are not readily marketable is not disproportionate to the
Investor's net worth and the Investor has no need for immediate liquidity in the
Investor's investment in the Shares.
(e) To the full satisfaction of the Investor, the Investor has been
furnished any materials the Investor has requested relating to GulfWest or the
offering of the Shares, and the Investor has been afforded the opportunity to
ask questions of representatives of GulfWest concerning the terms and conditions
of the Offering and to obtain any additional information the Investor deems
necessary.
(f) The Investor is not relying upon any other information, representation
or warranty by GulfWest, or any of its affiliates or their respective agents in
determining to invest in GulfWest. The Investor has consulted to the extent
deemed appropriate by the Investor with the Investor's own advisers as to the
financial, tax, legal and related matters concerning an investment in the Shares
and on that basis believes that an investment in the Shares is suitable and
appropriate for the Investor.
(g) This Subscription Agreement has been duly executed by the Investor and
constitutes a valid and legally binding agreement of the Investor.
3. Payment of Subscription. The Investor shall pay the amount of the
Investor's subscription hereunder by delivery of a check made payable to
"GulfWest Oil Company."
4. Registration Rights. Commencing one (1) year and expiring three years
after the date of issuance, the holder of the Shares shall have the right on one
(1) occasion to participate on a "piggyback basis" in a registration by the
Company of the Shares, in the event the Company files a registration statement
on a form promulgated by the Securities Exchange Commission pursuant to which
the sale of the Shares may be registered (such registration statement, a
"Qualifying Registration Statement"). The Company will, at the Investor's
option, cause the Shares to be registered under the Securities Act (either
on a current or continuous or delayed basis) under such Qualifying Registration
Statement. Nothing contained herein shall be construed as requiring the Company
to file a Qualifying Registration Statement at any time. The Company's
obligations as set forth in this paragraph in any event shall be subject to and
limited by (i) applicable law and (ii) if the Qualifying Registration Statement
relates to an underwritten offering, the reasonable requirements, conditions and
limitations (including but not limited to any limitation upon the number of
shares of common stock that may be sold pursuant to the Qualifying Registration
Statement) as may be required or imposed by the underwriters of such
underwritten offering. The Company shall only be required to effect one
registration pursuant to this paragraph. In any event, the Company's obligations
as set forth in this section shall extinguish on the date that is three years
following the date of issue of the Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 8 OF 5
5. Miscellaneous. This Subscription Agreement cannot be assigned by the
Investor without the written consent of GulfWest. The representations and
warranties made by the Investor in this Subscription Agreement shall survive the
closing of the transactions contemplated hereby and any investigation made by
GulfWest. This Agreement may be executed in one or more counterparts, all of
which together shall constitute one instrument, and shall be governed by and
construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date set forth below.
Amount of Subscription:
$3,000,000.00 (4,000,000 Shares) INVESTOR:
Date: July 15, 1999 \s\ J. Virgil Waggoner
Signature
J. Virgil Waggoner
Printed Name
JVW Investment
1111 Bagby St., Suite 2420
Houston, TX 77002
Address
ACCEPTANCE OF SUBSCRIPTION
GulfWest hereby accepts the above application for subscription for Shares.
GULFWEST OIL COMPANY
Its: President
