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 toss.240.1a-11(c) orss.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] Fee $125 per Exchange Act Rule 14-a-6(i)1
[ ] 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
397 N. Sam Houston Parkway E.
Suite 375
Houston, Texas 77060
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 25, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
GulfWest Oil Company (the "Company") will be held at the offices of the Company
at 397 N. Sam Houston Parkway E., Suite 375, Houston, Texas 77060, on Thursday,
May 25, 2000 at 11:00 a.m., local time, for the following purposes:
(1) To elect seven members of the Board of Directors, which presently
consists of seven directors, for the term of one year or until the next
Annual Meeting of Shareholders.
(2) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The close of business on April 21, 2000 has been fixed as the record
date for determining shareholders entitled to notice of and to vote at the
Annual Meeting of Shareholders or any adjournments thereof. For a period of at
least 10 days prior to the Annual Meeting, a complete list of shareholders
entitled to vote at the Annual 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 E., Suite 375, Houston, Texas 77060
Information concerning the matters to be acted upon at the Annual
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 25, 2000
<PAGE>
GULFWEST OIL COMPANY
397 N. Sam Houston Parkway E.
Suite 375
Houston, Texas 77060
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 25, 2000
This Proxy Statement is being first mailed on April 25, 2000 to
shareholders of GulfWest Oil Company (the "Company") by the Board of Directors
(the "Board") to solicit proxies (the "Proxies") for use at the Annual Meeting
of Shareholders (the "Meeting") to be held at the offices of the Company at 397
N. Sam Houston Parkway E., Suite 375, Houston, Texas 77060, on Thursday, May 25,
2000 at 11:00 a.m., local time, 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 election of the persons named
herein under "Election of Directors" as nominees for election as directors of
the Company for the term described therein, 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 appropriately 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, 397 N. Sam
Houston Parkway E., 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 the shareholder 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 April 21, 2000 (the "Record Date"), at
which time the Company had 16,646,461 shares of Common Stock issued and
outstanding. Common Stock is the only class of outstanding voting securities of
the Company.
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 Annual 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 Annual
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>
CHANGE IN CONTROL OF REGISTRANT
On July 15, 1999, the Company sold four million (4,000,0000) shares of
the Company's Common Stock to Mr. J. Virgil Waggoner, a director and significant
shareholder of the Company, in a private offering at $.75 per share for a total
price of $3,000,000, paid in cash from personal funds. The market price of the
Common Stock on July 15, 1999 was $.6875 per share. As a result of and giving
effect to the transactions described below, at July 15, 1999, Mr. Waggoner
beneficially owned and had sole voting and dispositive power for 8,983,884
shares, representing 78.2% of the Company's Common Stock, which included
4,250,000 shares issuable subject to the conversion of preferred stock and
20,000 shares issuable subject to the exercise of options.
Mr. Waggoner has been a director of the Company since December 1, 1997.
In December 1996, he agreed to personally guarantee the Company's revolving
line-of-credit with a financial institution for $2,000,000, which was increased
to $2,750,000 in 1997 and to $3,000,000 in 1998. On December 15, 1997, he
granted a loan to the Company in the amount of $1,000,000, bearing interest at
the floating Prime Rate, which was 8.5% at the time of the loan. The $1,000,000
principal amount of the loan was converted to 615,384 shares of Common Stock in
a private offering on June 29, 1998 at a rate of $1.625 per share of Common
Stock.
On December 1, 1998, the Company purchased interests in oil and natural
gas properties from an unrelated party. The purchase price for the interests was
$800,000 in cash and 100,000 shares of the Company's Common Stock. Mr. Waggoner
provided financing for the acquisition in the amount of $250,000 on December 15,
1998 and $550,000 on January 4, 1999. The Company issued 50,000 shares of Common
Stock to Mr. Waggoner for arranging the acquisition.
In two transactions on December 28, 1998 and May 28, 1999, Mr. Waggoner
converted $1,915,000 and $635,000, respectively, in outstanding principal and
interest of loans previously made to the Company to shares of the Company's
Series BB Convertible Preferred Stock, par value $.01 and liquidation value $500
per share (the "Series BB Preferred Stock"). The market price of the Common
Stock on December 28, 1998 and May 28, 1999 was $.60 and $.375 per share,
respectively.
On August 16, 1999, Mr. Waggoner converted $2,550,000 of Series BB
Preferred Stock to Common Stock at the rate of $.60 per share of Common Stock
and was issued 4,250,000 shares of Common Stock.
On March 30, 2000, Mr. Waggoner agreed to convert $750,000 of debt to
500,000 shares of the Company's Common Stock. The market price of the Common
Stock on March 30, 2000 was $1.50 per share.
At April 21, 2000, Mr. Waggoner beneficially owned and has sole voting
and dispositive power for 10,053,929 shares, including 20,000 shares subject to
presently exercisable options, representing 60.3% of the Company's outstanding
Common Stock.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board presently consists of seven directors, all of whom have been
nominated to serve until the next Annual Meeting of Shareholders and until their
successors have been elected and qualified.
It is expected that the nominees named below will be able to accept
such nominations. If any of the below nominees for any reason is unable or is
unwilling to serve at the time of the Meeting, the Proxy holders will have
discretionary authority to vote the Proxy for a substitute nominee or nominees.
The following sets forth information as to the nominees for election at the
Meeting, including their ages, present principal occupations, other business
experience during the last five years, memberships on committees of the Board
and directorships in other publicly-held companies.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.
Year First
Elected
Director
Name Age Position or Officer
Anthony P. Towell(1)(2)(3) 68 Chairman of the Board 1997
Marshall A. Smith III (3) 52 Chief Executive Officer 1989
and Director
Thomas R. Kaetzer (3) 41 President, Chief Operating 1998
Officer and Director
Jim C. Bigham 64 Executive Vice President, 1991
Secretary and Director
John E. Loehr (1)(2)(3) 54 Director 1992
J. Virgil Waggoner (1)(2)(3) 72 Director 1997
Steven M. Morris (1) 48 Director 2000
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Executive Committee.
Anthony P. Towell has served as a director of the Company since
November 13, 1997 and as chairman of the board since July 8, 1998. Mr. Towell
also is a director of a number of public companies, both in the United Kingdom
and the United States, in the safety, environmental and computer network
industries. Mr. Towell has been in the petroleum business since 1957 and has
held executive positions with various public oil and gas companies including the
Royal Dutch Shell group companies and Pacific Resources, Inc.
3
<PAGE>
Marshall A. Smith III has served as an officer and a director of the
Company since July 1989. From July 1989 to November 20, 1992, he served as
president and chairman of the Board. On November 20, 1992, he resigned as
president but continued as chief executive officer and chairman of the board. On
September 1, 1993, Mr. Smith reassumed the duties of president and resigned as
chairman of the board. On December 21, 1998, he resigned as president but
remained chief executive officer.
Thomas R. Kaetzer was appointed senior vice president and chief
operating officer of the Company on September 15, 1998 and on December 21, 1998
became president and a director. Mr. Kaetzer has 17 years experience in the oil
and gas industry, including 14 years with Texaco Inc., which involved the
evaluation, exploitation and management of oil and gas assets. He has both
onshore and offshore experience in operations and production management, asset
acquisition, development, drilling and workovers in the continental U.S., Gulf
of Mexico, North Sea, Colombia, Saudi Arabia, China and West Africa. Mr. Kaetzer
has a Masters Degree in Petroleum Engineering from Tulane University and a
Bachelor of Science Degree in Civil Engineering from the University of Illinois.
Jim C. Bigham has served as executive vice president of the Company
since 1996 and as secretary and a director since 1991 when he joined the
Company. Prior to joining the Company, Mr. Bigham held management and sales
positions in the real estate and printing industries. Mr. Bigham is also a
retired United States Air Force Major. During his military career, he served in
both command and staff officer positions in the operational, intelligence and
planning areas.
John E. Loehr has served as a director of the Company since 1992, as
chairman of the board from September 1, 1993 to July 8, 1998 and as chief
financial officer from November 22, 1996 to May 28, 1998. Mr. Loehr is also
currently president and sole shareholder of ST Advisory Corporation, an
investment company, and vice-president of Star-Tex Trading Company, also an
investment company. Mr. Loehr was formerly president of Star-Tex Asset
Management, a commodity-trading advisor, and a position he held from 1988 until
1992, when he sold his ownership interest. Mr. Loehr is a CPA and is a member of
the American Institute of Certified Public Accountants and Texas Society of
Certified Public Accountants.
J. Virgil Waggoner has served as a director of the Company since December
1, 1997. Mr. Waggoner's career in the petrochemical industry began in 1950 and
included senior management positions with Monsanto Company and El Paso Products
Company, the petrochemical and plastics unit of El Paso Company. Mr. Waggoner
served as president and chief executive officer of Sterling Chemicals, Inc. from
the firm's inception in 1986 until its sale and his retirement in 1996. Mr.
Waggoner continues to serve as non-executive vice chairman of the Board of
Directors of Sterling Chemicals, Inc. Mr. Waggoner is on the Board of Directors
of Kirby Corporation and is an advisory board director of First Commercial Bank
of Little Rock, Arkansas. He is currently president and chief executive officer
of JVW Investments, Ltd., a private company.
Steven M. Morris was appointed director of the Company on January 6, 2000.
He was the president of Pozo Resources, Inc., an oil and gas production company,
until its asset were sold to the Company on December 31, 1999. Mr. Morris is a
certified public accountant and president of Pentad Enterprises, Inc., a private
investment firm in Houston, Texas. Mr. Morris is also currently a director of
the following companies: Bank of Tanglewood, Houston, Texas, and Quicksilver
Resources, Inc., a publicly traded oil and gas exploration and production
company with offices in Ft. Worth, Texas.
4
<PAGE>
Meetings and Committees of the Board
The business of the Company is managed under the direction of the
Board. The Board meets on a regularly scheduled basis to review significant
developments affecting the Company and to act on matters requiring Board
approval. It also holds special meetings when an important matter requires Board
action between scheduled meetings. The Board met five times during the calendar
year ended December 31, 1999.
The Board has three standing committees: the Audit Committee, the
Compensation Committee and the Executive Committee. The functions of these
committees, their current members, and the number of meetings held during 1999
are described below.
The Audit Committee was established to review the professional services and
independence of the Company's independent auditors, and the Company's accounts,
procedures and internal controls. The Audit Committee is comprised of Mr. John
E. Loehr (Chairman), Mr. Anthony P. Towell, Mr. J. Virgil Waggoner and Mr.
Steven M. Morris. The Audit Committee met twice in 1999.
The function of the Compensation Committee is to fix the annual salaries
and other compensation for the officers and key employees of the Company. The
Compensation Committee is comprised of Mr. Anthony P. Towell (Chairman), Mr. J.
Virgil Waggoner and Mr. John E. Loehr. The Compensation Committee met twice in
1999.
The Executive Committee was established to make recommendations to the
Board in the areas of financial planning, strategies and business alternatives.
The Executive Committee is comprised of Mr. Anthony P. Towell (Chairman), Mr. J.
Virgil Waggoner, Mr. Marshall A. Smith III, Mr. John E. Loehr and Mr. Thomas R.
Kaetzer. The Executive Committee met twice in 1999.
The Company does not have a nominating committee. The Board as a whole
functions as the nominating committee.
Compensation of Directors
At the Annual Meeting of Shareholders on May 28, 1998, the shareholders
approved an amended and restated Employee Stock Option Plan, which included a
provision for the payment of reasonable fees to directors. Each director was
issued 10,000 shares of stock as payment of director fees in 1999.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information regarding compensation paid
to the Company's executive officers whose total annual compensation is $100,000
or more during each of the last three years.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation (1) Awards (2)
--------------------------------- ------------------
Other All
Annual Restricted Other
Year Compen- Stock Compen-
Name and Principal Position End Salary($) Bonus($) sation($) Awards($) Options(#) sation($)
- - --------------------------- --- ---------- -------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Marshall A. Smith III 1999 125,000 - - - - -
Chief Executive Officer 1998 125,000 - - - 20,000 -
1997 125,000 - - - - -
Thomas R. Kaetzer(3) 1999 125,000 - - 75,000 100,000 -
President and 1998 100,000 - - - -
Chief Operating Officer
</TABLE>
(1) Includes deferred compensation of $25,000 in 1997, $50,000 in 1998 and
$11,458 in 1999 payable to Mr. Smith.
(2) 100,000 shares of common stock issued as part of Employment Agreement.
(3) Mr. Kaetzer joined the Company as Chief Operating Officer in September,
1998 and was elected president in December, 1998. His base annual salary was
increased to $125,000 on August 1, 1999.
Option Grants During 1999
Mr. Smith, along with other directors, received stock options to purchase
20,000 shares of common stock, as director compensation fees.
Option Exercises During 1999 and
Year End Option Values (1)
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at FY-End (#) at FY-End ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- - ---- ------------- ------------------
Marshall A. Smith III 20,000 -0-
-0- -0-
(1) Since no options were exercised by Mr. Smith, no shares were acquired
or value realized upon the exercise of options.
6
<PAGE>
Report of the Compensation Committee
of the Board on Executive Compensation
The Board approved an annual salary for the CEO of $100,000 on July 1,
1991 and it remained at that level until April 1, 1997, when the Compensation
Committee recommended and the Board approved increasing the annual salary of the
CEO to $125,000 where it has remained.
On April 16, 1993, the Board established the Compensation Committee and
authorized it to develop and administer an executive compensation system, which
will enable the Company to attract and retain qualified executives. Compensation
for the CEO and other executive officers is determined by the Compensation
Committee which functions under the philosophy that compensation of executive
officers, specifically including that of the CEO, should be directly and
materially linked to the Company's performance.
On September 9, 1997, the Compensation Committee recommended and the
Board approved entering into Employment Agreements with Mr. Marshall A. Smith
III, chief executive officer, Mr. Jim C. Bigham, executive vice president and
secretary, and Mr. Richard L. Creel, vice president of finance and controller,
for a period of three years. On December 21, 1998, the Compensation Committee
recommended and the Board approved entering into an Employment Agreement with
Mr. Thomas R. Kaetzer, president and chief operating officer, with a base annual
salary of $100,000, which increased to $125,000 on August 1, 1999, and the
issuance of 100,000 shares of restricted common stock. (See: "Employment and
Change of Control Agreements".)
This report is submitted by the members of the Compensation Committee:
Compensation Committee:
----------------------
Anthony P. Towell, Chairman J. Virgil Waggoner John E. Loehr
7
<PAGE>
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative total shareholder return on the Company's common stock during the
five years ended December 31, 1999 with the cumulative total return on The
Nasdaq Stock Market Index and The Nasdaq Non-Financial Stock Index. The
comparison assumes $100 was invested on December 31, 1994 in the Company's
common stock and in each of the foregoing indices and assumes reinvestment of
dividends. The Company paid no dividends during such five-year period.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG COMPANY, NASDAQ INDEX & NASDAQ NON-FINANCIAL STOCK INDEX
[OBJECT OMITTED]
1994 1995 1996 1997 1998 1999
Nasdaq Index 100.00 141.33 173.89 213.07 300.18 545.66
Non-Financial 100.00 139.25 169.15 198.08 290.26 562.28
GulfWest 100.00 75.00 100.00 83.30 16.70 29.20
Employment Agreements
Effective September 9, 1997, the Company entered into Employment
Agreements with Mr. Marshall A. Smith III, CEO, Mr. Jim C. Bigham, executive
vice president and secretary, and Mr. Richard L. Creel, vice president of
finance and controller, for a period of three years. Effective December 21,
1998, the Company entered into an Employment Agreement with Mr. Thomas R.
Kaetzer, president and chief operating officer.
Under the Employment Agreements, Mr. Smith will receive a base annual
salary of $125,000, Mr. Kaetzer $100,000, Mr. Bigham $75,000 and Mr. Creel
$50,000, all increasing a minimum of 15% annually. In the event of a change of
control, the employees will have the option to continue as employees of the
Company under the terms of the Employment Agreements or receive a lump-sum cash
severance payment equal to 300% of their annual base salary for the year
following the change of control.
A "change of control" is defined in the Employment Agreements as: (i)
an acquisition (other than from the Company) by an individual, entity or a group
(excluding the Company, its subsidiaries, a related employee benefit plan or a
corporation the voting stock of which is beneficially owned following such
acquisition 50% or more by the Company's stockholders in substantially the same
proportions as their holdings in the Company prior to such acquisition) of
beneficial ownership of 20% or more of the Company's voting stock; (ii) a change
in a majority of the Board (excluding any persons approved by a vote of at least
a majority of the incumbent Board other than in connection with a proxy
contest); (iii) the approval by the stockholders of a reorganization, merger or
consolidation (other than a reorganization, merger or consolidation in which all
or substantially all of the stockholders of the Company receive 50% or more of
the voting stock of the surviving company); or (iv) a complete liquidation or
dissolution of the Company or the sale of all, or substantially all, of its
assets.
8
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of April 21, 2000
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.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership
Anthony P. Towell 543,542 1,2 3.3%
Marshall A. Smith III 730,190 2,3 4.2%
Thomas R. Kaetzer 352,600 2,4 2.5%
Jim C. Bigham 196,985 2,5 1.2%
Richard L. Creel 85,000 2,6 .5%
John E. Loehr 419,491 2,7 2.5%
J. Virgil Waggoner 10,053,929 2,8 60.3%
Steven M. Morris - 2 -
All current directors
and officers as a group
(8 persons) 12,381,737 9 68.4%
1 Includes 20,000 shares subject to presently exercisable options.
2 Shareholder's address is 397 N. Sam Houston Parkway East, Suite 375,
Houston, Texas 77060.
3 Includes 676,754 shares subject to presently exercisable warrants and
options and 49,770 shares owned directly, 333 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 owned by Senior Drilling Company,
which is controlled by Mitchell D. Smith, the brother of Mr. Smith.
4 Includes 225,000 shares subject to presently exercisable options.
5 Includes 145,000 shares subject to presently exercisable warrants and
options, and 50,985 shares held directly, and 1,000 shares held by Jeff
G. Gray, son of Mr. Bigham.
6 Includes 70,000 subject to presently exercisable options.
7 Includes 290,000 shares subject to presently exercisable warrants and
options and 62,653 shares held directly; 64,838 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.
8 Includes 20,000 shares subject to presently exercisable options.
9 Includes 1,446,754 shares subject to presently exercisable warrants and
options.
9
<PAGE>
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it
with respect to 1999, or written representations from certain reporting persons,
the Company believes that its officers, directors and persons who own more than
10% of a registered class of the Company's equity securities have complied with
all applicable filing requirements.
INDEPENDENT AUDITORS
The Board has engaged Weaver & Tidwell, L.L.P., Dallas, Texas, 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.
SHAREHOLDERS' PROPOSALS
Shareholders may submit proposals on matters appropriate for
shareholder action at subsequent annual meetings of the Company consistent with
Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended.
For such proposals to be considered in the Proxy Statement and Proxy relating to
the 2001 Annual Meeting of Shareholders, they must be received by the Company
not later than December 24, 2000. Such proposals should be directed to GulfWest
Oil Company, 397 N. Sam Houston Parkway E., Suite 375, Houston, Texas 77060,
Attn: Secretary.
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.
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.
10
<PAGE>
The Annual Report to Shareholders of the Company, including financial
statements for the year ended December 31, 1999, accompanies this Proxy
Statement. The Annual Report is not to be deemed part of this Proxy Statement.
Houston, Texas
April 25, 2000 By Order of the Board of Directors
/s/ Jim C. Bigham
-----------------
Jim C. Bigham, Secretary
11
<PAGE>
GULFWEST OIL COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000
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 Annual Meeting of
Shareholders to be held May 25, 2000, and any adjournment(s) thereof as
effectively as the undersigned could do if personally present.
(1) To elect the following persons as directors, each to serve until
the next Annual Meeting of Shareholders, and until his successor is duly elected
and qualified:
Anthony P. Towell Marshall A. Smith III Thomas R. Kaetzer Steven M. Morris
Jim C. Bigham J. Virgil Waggoner John E. Loehr
_______ FOR all persons listed (except as marked to the contrary below.)
_______ Withhold authority to vote for all nominees
_______ Withhold authority to vote for nominee(s), named below:
______________________________________________________________________________
______________________________________________________________________________
(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:______________, 2000 _______________________________
_______________________________
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.
