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)
DECEMBER 31, 1998
(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).
<PAGE>
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 733,884 (See Items 5 and 6)
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER None
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 733,884 (See Items 5 and 6)
PERSON
WITH
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,884 (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 24.6% based upon 2,963,517 shares of Common Stock outstanding as
of the date hereof 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 "ommon 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.
615,384 shares of Company Common Stock owned by the Reporting Person were
purchased in accordance with the terms of a Common Stock Subscription Agreement,
dated June 29, 1998 (the "Subscription Agreement"), by and among the Company and
various purchasers including the Reporting Person. Under the Subscription
Agreement, the Reporting Person purchased 615,384 shares of Common Stock at
$1.625 per share on June 29, 1998 (the "Closing Date"), in consideration for a
cash payment of $1,000,000.00. The Reporting Person had previously purchased
98,500 shares of the Company's Common Stock through broker transactions.
The funds used for the purchase of the Common Stock were the personal funds
of the Reporting Person.
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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 4 OF 5
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.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) - (b) The Reporting Person beneficially owns and has sole voting and
dispositive power for 733,884 shares of the Company's Common Stock, which
includes (i) 615,384 shares purchased by the Subscription Agreement, (ii) 98,500
shares previously purchased through broker transactions, and (iii) 20,000 shares
subject to presently exercisable options. The Reporting Person's current
beneficial ownership represents approximately 24.6% of the shares of the
Company's Common Stock.
(c) Other than the purchase of shares of Common Stock disclosed in (a) -
(b) of Item 5, the Reporting Person has not been involved in any share
transactions involving the Company during the last sixty days.
(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.
The Reporting Person has been a director of the Company since December 1,
1997. During 1997, the Reporting Person guaranteed the Company's revolving
line-of-credit with a financial institution for $2,750,000 which was increased
to $3,000,000 in 1998, in exchange for options to purchase 250,000 and 100,000
shares of the Company's Common Stock at an exercise price of $2.88 and $2.56 per
share, respectively.
On December 15, 1997, the Reporting Person granted a loan to the Company in
the amount of $1,000,000.00, bearing interest at the floating Prime Rate, which
was 8.5% at the time of the loan, and received options to purchase 150,000
shares of the Company's Common Stock at $2.62 per share. The $1,000,000.00
principal amount of the loan was repaid by the Company on June 29, 1998.
On December 31, 1998, the Reporting Person purchased $1,500,000 of the
Company's Preferred Stock which is convertible to Common Stock of the Company
subject to shareholder approval one year from the date of issuance at a
conversion price of $.60 per share of Common Stock. Upon such conversion, the
Reporting Person would be issued 2,500,000 shares of Common Stock. The Reporting
Person was also issued options to purchase 350,000 shares of the Company's
Common Stock at an exercise price of $1.25 per share and the exercise price of
the previously issued options discussed above was adjusted to $1.25 per share of
Common Stock. The exercise date of the options to purchase 850,000 shares of
Common Stock, discussed in this Item 6, is July 1, 1999.
If the Preferred Stock is converted to Common Stock and the options
discussed in this Item 6 are exercised, the aggregate amount of Common Stock
beneficially owned by the Reporting Person will be 4,083,884 shares which,
provided the Company does not issue additional Common Stock, will represent
64.5% of the Common Stock of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. 40274P109 PAGE 5 OF 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Common Stock Subscription Agreement dated June 29, 1998,
executed by the Reporting Person and accepted by the
Company, previously filed with initial Form 13-D.
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: January 11, 1999 /s/ J. Virgil Waggoner
J. Virgil Waggoner
