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:
[X] Preliminary Proxy Statement
[ ] 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:
5) Total fee paid:
[ ] 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
- -------------------------------------------------------------------------------
397 North Sam Houston Parkway East, Suite 375, Houston,Texas 77060
(281) 820-1919
GulfWest Oil Company filed a Preliminary Proxy Statement with the
Securities and Exchange Commission (the "SEC") on September 25, 1998 for a
Special Meeting of Shareholders to be held November 4, 1998. One of the
proposals in that proxy was to grant authority to the Board of Directors of the
Company to take any and all necessary actions to effect a 1 for 2 reverse split
of the Company's Common Stock. The proxy was not finalized and the meeting was
not held, therefore the Company abandoned the proxy.
The Preliminary Proxy Statement being filed herewith contains the sole
proposal to grant authority to the Board of Directors to take any and all
necessary actions to effect a reverse split not to exceed a 1 for 5 split of the
Company's Common Stock.
A copy of this Preliminary Proxy Statement is being furnished the SEC
Examiner under separate cover.
Sincerely,
/s/ Jim C. Bigham
---------------------
Jim C. Bigham
Secretary
<PAGE>
GULFWEST OIL COMPANY
397 N. Sam Houston Parkway East
Suite 375
Houston, Texas 77060
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on May 6, 1999
NOTICE IS HEREBY GIVEN that the Special Meeting of the holders of the
Common Stock (the "Shareholders") of GulfWest Oil Company (the "Company") will
be held at the Company's offices at 397 N. Sam Houston Parkway East, Suite 375,
Houston, Texas, on Thursday, May 6, 1999 at 9:30 A.M., local time, for the
following purposes:
(1) To grant authority to the Board of Directors of the Company to take
any and all necessary actions to effect a reverse split not to exceed
a 1 for 5 split of the Company's Common Stock through an amendment to
the Company's Articles of Incorporation in the event, and only in the
event, that the Board determines the action is advisable to maintain
compliance with the continued inclusion requirements for listing of
the Company's Common Stock on The Nasdaq Stock Market. The authority
granted to the Board will expire on the date of the Company's next
annual meeting. All numbers included in this Notice and in the
accompanying Proxy Statement do not reflect the reverse split, and
upon such a split would be adjusted accordingly.
(2) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The close of business on March 22, 1999 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 397 N. Sam Houston Parkway East, Suite 375,
Houston, Texas 77060. 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
/s/ Jim C. Bigham
----------------------------------
Jim C. Bigham
Secretary
Houston, Texas
April 5, 1999
<PAGE>
GULFWEST OIL COMPANY
397 N. Sam Houston Parkway East
Suite 375
Houston, Texas 77060
PROXY STATEMENT
For
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on May 6, 1999
This Proxy Statement is being first mailed on or about April 5, 1999 to
shareholders of Common Stock (the "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 397 N. Sam Houston Parkway East, Suite 375,
Houston, Texas, at 9:30 A.M., local time, on Thursday, May 6, 1999, 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 granting of authority to the Board, until
the Company's next annual meeting of Shareholders, to take any and all necessary
actions to effect a reverse split not to exceed a 1 for 5 split of the Company's
Common Stock through an amendment to the Company's Articles of Incorporation in
the event, and only in the event, that the Board determines the action is
advisable to maintain compliance with the continued inclusion requirements for
listing of the Company's Common Stock on The Nasdaq Stock Market ("Nasdaq"), 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 prior to the Meeting by
providing written notice of such revocation to GulfWest Oil Company, 397 N. Sam
Houston Parkway, Suite 375, Houston, Texas, 77060, Attention: Jim C. 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 Monday, March 22, 1999 (the "Record Date"),
at which time the Company had issued and outstanding 3,113,517 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.
Certain of the Company's shareholders, representing approximately 51% of the
Company's outstanding stock, are expected to execute a voting agreement (the
"Voting Agreement") with the Company whereby such shareholders will covenant to
vote their shares to approve each proposal described herein. Although it is
expected that each such shareholder will vote his or her shares pursuant to the
terms of the Voting Agreement, and accordingly each proposal described herein
<PAGE>
will be approved, there can be no assurance that (i) such shareholders will vote
their shares accordingly or (ii) the Company will be successful in its efforts
to ensure that holders of 51% of the Company's outstanding stock will execute
the Voting Agreement.
The presence at the 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 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.
Abstentions and broker non-votes will each be included in determining whether a
quorum is present. Abstentions will have the same effect as a vote against a
proposal. Broker non-votes will not be counted for any purpose in determining
whether any proposal has been approved.
SECURITIES OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information as of March 22, 1999, regarding
the beneficial ownership of Common Stock by each person known by the Company to
own beneficially 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 563,3151,2 15.5%
Marshall A. Smith III 347,5202,3 10.2%
Thomas R. Kaetzer 02 *
Jim C. Bigham 199,7352,4 6.1%
Richard L. Creel 35,0002,5 1.1%
Henri M. Nevels 31,4302,6 1.0%
Anthony P. Towell 273,4612,7 8.1%
J. Virgil Waggoner 811,8292,8 25.9%
Norman Goldstein 02 *
All current directors and officers 2,262,5279 50.9%
as a group (9 persons)
Senior Drilling Company 230,48210 6.9%
HS Energy Private Rig 216,66711 6.5%
Partnership 1981, Ltd.
Anaconda Opportunity Fund, 400,00012 11.4%
L.P. c/o Anaconda Capital
2
<PAGE>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
---------------- -------------------- -------
Carlin Equities Corporation 250,00013 7.4%
Madisonville Partnership, Ltd. 200,00014 6.0%
Renier Nevels 615,00015 16.5%
NR Atticus, Ltd. 220,00016 6.6%
* Less than 1%
</TABLE>
1 Includes 378,159 shares subject to presently exercisable warrants and
options and 20,494 shares held directly; 36,000 shares subject to
presently exercisable warrants, 76,923 shares issuable upon conversion
of a debenture, 24,489 shares issuable upon conversion of presently
convertible Preferred Stock, and 25,250 shares held by ST Advisory
Corporation; and 2,000 shares held by his daughter's trust, the Joanna
Drake Loehr Trust. Mr. Loehr is president and sole shareholder of ST
Advisory Corporation.
2 Shareholder's address is 397 N. Sam Houston Parkway East, Suite 375,
Houston, Texas 77060.
3 Includes 304,000 shares subject to presently exercisable warrants and
options and 40,104 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 157,800 shares subject to presently exercisable warrants and
options, and 40,935 shares held directly, and 1,000 shares held by
Jeff G. Gray, son of Mr. Bigham.
5 Includes 30,000 subject to presently exercisable options.
6 Includes 31,430 shares subject to presently exercisable warrants and
options. Mr. Nevels disclaims beneficial ownership of the shares and
warrants owned by his father, Renier Nevels.
7 Includes 160,000 shares issuable upon conversion of presently
convertible Preferred Stock, 70,000 shares subject to presently
exercisable warrants and options, and 38,461 shares issuable upon
conversion of a debenture.
8 Includes 20,000 shares subject to presently exercisable options.
9 Includes 1,327,499 shares subject to presently exercisable warrants,
options and convertible securities.
10 Includes 166,754 shares subject to presently exercisable warrants.
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.
11 Includes 200,000 shares subject to presently exercisable warrants. The
general partner of HS Energy Private Rig Partnership 1981, Ltd. is HS
Energy, Inc. whose president is Ray Holifield. Shareholder's address
is 3150 Premier Drive, Suite 126, Irving, Texas 75063.
12 Includes 320,000 shares issuable upon conversion of presently
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.
13 Includes 200,000 shares issuable upon conversion of presently
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.
14 Includes 200,000 shares subject to presently exercisable warrants.
Shareholder's address is 3838 Oak Lawn Avenue, Suite 1220, Dallas,
Texas 75219.
3
<PAGE>
15 Includes 195,000 shares issuable upon conversion of presently
convertible Preferred Stock at a price per share of Common Stock of
$5.00, and 405,000 shares subject to presently exercisable warrants.
Shareholder's address is P. O. Box 1, 3680 Maaseik, Belgium.
16 Includes 176,000 shares issuable upon conversion of presently
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.
PROPOSAL NO. 1
APPROVAL TO GRANT THE BOARD THE AUTHORITY
TO EFFECT A REVERSE SPLIT NOT TO EXCEED A 1 FOR 5 SPLIT
IF ADVISABLE TO MAINTAIN NASDAQ LISTING
The Shareholders are requested at the Meeting to approve this proposal
granting authority to the Board to take any and all necessary actions to effect
a reverse split not to exceed a 1 for 5 split of the Company's Common Stock
through an amendment to the Company's Articles of Incorporation in the event,
and only in the event, that the Board determines the action is advisable to
maintain compliance with the continued inclusion requirements for listing of the
Company's Common Stock on Nasdaq. Nasdaq has certain minimum requirements which
the Company must maintain in order for its Common Stock to continue to be
listed. The authority granted to the Board by approval of this proposal will
expire on the date of the Company's next annual meeting. All numbers included in
this Proxy Statement do not reflect the reverse split, and upon such a split
would be adjusted accordingly.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL
TO GRANT THE BOARD AUTHORITY TO EFFECT A REVERSE SPLIT NOT TO EXCEED A 1 FOR 5
SPLIT BUT ONLY IF ADVISABLE TO MAINTAIN NASDAQ LISTING.
OTHER BUSINESS
The Board knows of no matter other than those described herein that will be
presented for consideration at the Meeting. However, should any other matters
properly come before the 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.
INDEPENDENT AUDITORS
The Board has engaged Weaver & Tidwell, L.L.P. as independent auditors to
examine the Company's accounts. Representatives of Weaver & Tidwell, L.L.P. are
not expected to be present at the Meeting.
4
<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.
By Order of the Board
/s/ Jim C. Bigham
---------------------
Jim C. Bigham
Secretary
Houston, Texas
April 5, 1999
5
<PAGE>
GULFWEST OIL COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 6, 1999
The undersigned hereby appoints each of Jim C. Bigham and Marshall A. Smith
III, or either of them, 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 May 6,
1999, and any adjournment(s) thereof as effectively as the undersigned could do
if personally present.
(1) To grant authority to the Board of Directors to take any and all
necessary actions to effect a reverse split not to exceed a 1 for 5 split of the
Company's Common Stock through an amendment to the Company's Articles of
Incorporation in the event, and only in the event, that the Board determines the
action is advisable to maintain compliance with the continued inclusion
requirements for listing of the Company's Common Stock on The Nasdaq Stock
Market. The authority granted to the Board will expire on the date of the
Company's next annual meeting of shareholders.
____ 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: _____________,1999 ___________________________________________
___________________________________________
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.
