UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GULF EXPLORATION CONSULTANTS, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
402275200
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(CUSIP Number)
Copies of Communication To:
Minmet plc
c/o Gulf Exploration Consultants, Inc.
10 Rockefeller Plaza, Suite 1012
New York, New York 10020, (212) 247-2120
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 17, 1996
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(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 13d-7.)
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SCHEDULE 13D
CUSIP No. 402275200
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MINMET PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IRELAND
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NUMBER OF 7 SOLE VOTING POWER
SHARES 298,664 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 298,664 shares
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
298,664 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (this "Schedule
13D") filed by Minmet plc ("Minmet") is being filed to amend the
Schedule 13D as initially filed and as amended by Amendment No. 1
thereto. Other than as supplemented by the information contained
herein and in Amendment No. 1 to this Schedule 13D, this Schedule
13D remains unamended, and the information previously disclosed
continues to be applicable.
ITEM 1. SECURITY AND ISSUER.
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The title of the class of equity securities to which
this Schedule 13D relates is common stock, $.01 par value (the
"Common Stock"), of Gulf Exploration Consultants, Inc., a
Delaware corporation ("GEC"), whose principal office is located
at 10 Rockefeller Plaza, Suite 1012, New York, New York, 10020.
All references to percentages of ownership of GEC Common Stock
and the number of shares of Common Stock outstanding or held by
Minmet have been adjusted to (i) reflect the one-for-fifty reverse
split of the Common Stock, effective June 17, 1996 (the "Reverse
Split"), and (ii) the prospective issuance of 438,040 shares of
Common Stock to each of Osprey Investments, Inc. and Dennis Mensch
pursuant to the Letter Agreement (as hereinafter defined) to occur
upon the exchange by such persons of their respective GEC Notes,
dated March 1995, in the principal amount of $100,000 each, plus
accrued interest.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 is amended to add the following:
The event which requires the filing of Amendment No. 2
to this Schedule 13D is the reduction of Minmet's equity interest
in GEC from 56% to 15%, effective June 17, 1996, as part of the
recapitalization of GEC pursuant to the Letter Agreement, dated
December 22, 1995 (the "Letter Agreement"), among GEC, Emerging
Money Limited ("Emerging Money"), Minmet, Osprey Investments,
Inc., formerly DRM&S, Inc. and Dennis Mensch. In exchange for
reducing its equity interest in GEC and foregoing any claims that
Minmet might have against GEC, Minmet acquired GEC's remaining
27.5% interest in Emerging Money from GEC. Emerging Money had
been a wholly-owned subsidiary of GEC. Also, effective June 17,
1996, GEC sold a 72.5% interest in Emerging Money to a third
party. GEC no longer has any interest in Emerging Money.
Management of GEC is seeking new business
opportunities for GEC and ultimately cause GEC, subject to
stockholder approval, to serve as a vehicle to effect a merger,
exchange of capital stock or other business combination with an
operating company. The location and industry of such company
have not been determined and GEC has not entered into negotiations
with any other party regarding such a business combination.
None of the shares of GEC Common Stock held by Minmet
are held as a member of a group and Minmet disclaims membership
in any group.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Effective June 17, 1996, Minmet reduced its
beneficial interest in the Common Stock of GEC from 56% to 15%
pursuant to the Letter Agreement. Accordingly, Minmet is the
direct beneficial owner of 298,664 shares of the Common Stock
(the "Shares").
(b) Minmet possesses the sole power to vote and
dispose of the Shares.
(c) Minmet has not effected transactions in the GEC
Common Stock during the sixty days prior to June 17, 1996 except
for the disposition of the Shares pursuant to the Letter
Agreement.
(d) No 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 the Shares, other than Minmet.
(e) Not applicable.
Item 7 Material to be Filed as Exhibits.
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Item 7 is amended to add the following:
Exhibit 3 Letter Agreement, dated as of December 22, 1995, among
GEC, Osprey, Mensch and Minmet.
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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.
MINMET PLC
By: /s/ Jeremy Metcalfe
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Jeremy Metcalfe
Director
Dated: June 25, 1996
Exhibit 3
MINMET PLC
Grand Canal House
1 Upper Grand Canal Street
Dublin 4 Ireland
December 22, 1995
Gulf Exploration Consultants, Inc.
1270 Avenue of the Americas,
Suite 2900
New York, N. Y. 10020
DRM&S Inc.
c/o Daniel Murphy
Coleman & Company Securities, Inc.
666 Fifth Avenue
New York, N.Y. 10103
Mr. Dennis Mensch
300 East 75th Street
Apt 29N
New York, N.Y. 10021
Gentlemen:
This letter sets forth the terms of the understanding
among Minmet plc, a Republic of Ireland corporation ("Minmet"),
Gulf Exploration Consultants, Inc., a Delaware corporation
("GEC"), DRM&S Inc. ("DRM&S") and Dennis Mensch ("Mensch")
regarding the payment of certain outstanding liabilities and
future expenses of GEC and certain other related matters in
connection with the proposed transaction by Micron Limited
("Micron") involving Emerging Money Limited, a Republic of
Ireland corporation and wholly-owned subsidiary of GEC ("EML"),
and other transactions which would result in the
recapitalization of GEC (the "Recapitalization").
1. At November 15, 1995, GEC had outstanding
liabilities for legal and accounting services totalling
$42,536.82, excluding amounts owed to DRM&S and Mensch under
their respective GEC notes (the "Notes") and to Minmet. Minmet
shall assume 25.4% of such liabilities of GEC or $10,804, and
DRM&S and Mensch shall upon the Recapitalization lend to GEC
such funds as necessary to pay 74.6% of the total liabilities
of GEC or $31,732 (including the $21,743 owed to Reid & Priest
LLP). To Minmet's knowledge, GEC had no other liabilities at
that date nor has GEC incurred any liabilities since such date
other than for legal services. Except for the expenses
specified in Paragraph 2 below, Minmet will not cause GEC to
incur any liabilities or commitments for or on behalf of GEC
without the prior written authorization of DRM&S and Mensch.
All GEC obligations to Minmet will be cancelled as part of the
Recapitalization.
2. Minmet shall bear all expenses to be incurred by
GEC in connection with (i) GEC's quarterly report on Form 10-Q
for the fiscal quarter ended September 30, 1995, (ii) a proxy
statement and related corporate documents for a Special Meeting
of GEC Stockholders (the "Meeting") to vote on certain
proposals related to the Recapitalization, (iii) the printing
and mailing of such proxy statement to GEC stockholders, (iv)
the negotiation of agreements with Micron and EML (v) the
retention of a person or firm to render a fairness opinion and
(vi) all related legal, accounting and other related fees. In
the event the Recapitalization is not consummated prior to
March 1, 1996, Minmet shall bear the expenses incurred by GEC
in connection with the preparation and filing of the GEC Form
10-K for the fiscal year ending December 31, 1995. Minmet
shall also be responsible for the payment of any amounts which
may be owed by GEC to Debra Giles.
3. Upon the completion of the Recapitalization, (i)
DRM&S and Mensch would exchange their Notes for GEC Common
Stock for which each of them would receive 22% of the GEC
shares then to be outstanding, (ii) GEC would transfer its EML
shares to Minmet in exchange for GEC Common Stock presently
owned by Minmet which would reduce Minmet's holding of GEC
Common Stock to 15% of shares then to be outstanding (subject
to adjustment if the valuations of the EML shares would exceed
the valuation of the GEC shares to be exchanged), (iii) the
existing public stockholders of GEC would own the balance of
the outstanding GEC shares and (iv) GEC would have no interest
in EML nor any obligation for any liabilities of EML. GEC
represents to each of DRM&S and Mensch that GEC has no
agreements or plans to issue any shares of its capital stock
whether pursuant to the Recapitalization or otherwise and has
no outstanding options, warrants or other rights to acquire GEC
capital stock nor will any such options, warrants or other
rights be granted, except to the extent set forth in the
preceding sentence.
4. After the Recapitalization, GEC would use its
best efforts to seek to find a new business opportunity for
GEC. It is understood that the extent of the non-competition
provision covering GEC under the Micron Agreement is as set
forth in a letter, dated December 20, 1995, from Micron to GEC,
and a letter, dated December 22, 1995, from Harris Freedman to
GEC, copies of which is attached hereto.
5. Minmet shall indemnify and hold harmless each of
GEC, DRM&S and Mensch from and against any loss, liability,
claim or expense (including reasonable attorneys' fees and
disbursements) (collectively, the "claim") suffered or incurred
by GEC, DRM&S or Mensch which respect to matters occurred or
occurring during the period commencing on December 4, 1994 and
ending upon the consummation of the Recapitalization (the
"Indemnification Period") based upon or arising from any
actions or failures to act by GEC and/or Minmet during the
Indemnification Period (including, but not limited to, those
related to the Recapitalization), excluding any claim resulting
from the gross negligence or willful misconduct by DRM&S or
Mensch, notwithstanding that the claim is made or instituted
after the Indemnification Period.
6. Minmet, DRM&S and Mensch acknowledge that Reid &
Priest LLP shall be acting as United States securities counsel
for GEC and each of them for purposes of the Recapitalization,
and they have no objection to the retention of such firm by the
other or for GEC. Pursuant to Paragraph 2 above, Minmet shall
be responsible for the fees and expenses of Reid & Priest LLP
for services rendered on their behalf related to the
Recapitalization, other than for matters solely for the benefit
of DRM&S or Mensch for which they shall be responsible.
7. Until the Recapitalization is consummated DRM&S
and Mensch shall remain creditors of GEC under their Notes and
Minmet shall remain the majority stockholder of GEC. If the
Recapitalization is not consummated, Minmet will reimburse
DRM&S and Mensch for all payments made by each of them pursuant
to Paragraph 1 above. As neither DRM&S or Mensch is a party to
the Micron transaction nor has any contractual right with
respect to such transaction, it is not necessary for GEC to
obtain the consent of DRM&S or Mensch to the Micron
transaction.
8. This Agreement shall be governed by the laws of
the State of New York.
9. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof, superseding all prior written or oral agreements, and
cannot be amended, modified or terminated except pursuant to a
writing executed by the parties hereto.
10. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same
document.
Please confirm that this letter correctly sets forth
our agreement with respect to the matters stated herein by
signing, dating and returning this letter to us.
Very truly yours,
MINMET PLC
By: /s/ J. Metcalfe
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Name:
Title: Chairman
AGREED AND ACCEPTED THIS
27th DAY OF DECEMBER, 1995
GULF EXPLORATION CONSULTANTS, INC.
By: /s/ Michael H. Nolan
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Name: Michael H. Nolan
Title: Chief Financial Officer
DRM&S INC.
By: /s/ Bruce A. Smathers (President)
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/s/ Dennis Mensch
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DENNIS MENSCH
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