SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1 to Schedule 13D)
Under the Securities Exchange Act of 1934
GULFPORT ENERGY CORPORATION
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
402635-10-6
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(CUSIP NUMBER)
ARTHUR H. AMRON
411 West Putnam Avenue
Greenwich, CT 06830
Tel. No.: (203) 862-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Jonathan N. Quenzer
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
April 28, 1998
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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 [ ]
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 58461Q102 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles E. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 6,226,937
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 2,311,692
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 6,226,937
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,311,692
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,538,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the "Amendment") is being filed
on behalf of (a) Wexford Management LLC, a Connecticut limited liability
company ("Wexford Management"), (b) Wexford Special Situations 1996
Limited, a Cayman Islands company ("Wexford Cayman"), (c) Wexford Spectrum
Investors LLC, a Delaware limited liability company ("Wexford Spectrum"),
(d) Wexford Special Situations 1996, L.P. and Wexford Special Situations
1996 Institutional, L.P. each a Delaware limited partnership (the "Special
Funds"), (e) Wexford-Euris Special Situations 1996, L.P., a Delaware
limited partnership ("Wexford-Euris"), (f) Wexford Capital Partners II,
L.P., a Delaware limited partnership ("Wexford Capital"), (g) Wexford
Overseas Partners I, L.P., a Cayman Islands limited partnership ("Wexford
Overseas" and together with the Special Funds, Wexford-Euris, and Wexford
Capital, the "Wexford Funds"), (h) Wexford Advisors, LLC, a Delaware
limited liability company (the "Special General Partner"), (i) Wexford-
Euris Advisors, LLC, a Delaware limited liability company (the "Euris
General Partner"), (j) Wexford Spectrum Advisors, LLC, a Delaware limited
liability company ("Wexford Advisors"), (k) Wexford Capital Corporation, a
Delaware corporation (the "Wexford Capital General Partner"), (l) Wexford
Capital Limited, a Cayman Islands company (the "Wexford Overseas General
Partner"), (m) Charles E. Davidson and (n) Joseph M. Jacobs (the
individuals and entities referred to above, collectively, the "Reporting
Persons"). This Amendment is filed as an amendment to the initial
statement on Schedule 13D, relating to shares of common stock of Gulfport
Energy Corporation, a Delaware corporation, f/k/a WRT Energy Corporation
("WRT") (the "Issuer"), par value $0.01 per share, originally reported as
bearing CUSIP No. 92931K-40-3, but currently bearing the new CUSIP No.
402635-10-6 (the "Common Stock"), and as filed with the Securities and
Exchange Commission on July 11, 1997 (the "Initial Schedule 13D").
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
The aggregate number of shares of Common Stock purchased and the net
investment cost of such Common Stock is as follows:
Aggregate Number Net
of Shares of Investment
Reporting Person Common Stock Cost
Charles E. Davidson 6,226,937 $0
Wexford Special Situations 1996, L.P. 788,004 $2,750,656
Wexford Special Situations 1996
Institutional, L.P. 131,604 $455,557
Wexford Special Situations 1996,
Limited 35,432 $122,753
Wexford-Euris Special Situations
1996, L.P. 224,219 $788,484
Wexford Spectrum Investors LLC 14,694 $69,161
Wexford Capital Partners II, L.P. 941,917 $3,559,120
Wexford Overseas Partners I, L.P. 175,822 $664,490
Total 8,538,629 $8,410,221
The Common Stock was purchased with the working capital contributed by
the Wexford Funds, Wexford Spectrum and Wexford Cayman in the amounts set
forth opposite their names.
The Shares of Common Stock which appear opposite Charles E. Davidson's
name, over which Charles E. Davidson retains sole voting and dispositive
power in his individual capacity (herein included as part of the "Common
Stock" distinguished as a subset thereof as the "Spin-Off Shares"), were
distributed to Charles E. Davidson By DLB Oil & Gas, Inc., an Oklahoma
corporation (the "Distributing Company") as a special dividend in a pro-
rata "spin-off" of the Common Stock formerly held by the Distributing
Company. The Spin-Off Shares were distributed to Charles E. Davidson based
upon his ownership of stock in the Distributing Company without any
additional consideration having been exchanged for the receipt or right of
receipt of the Spin-Off Shares. Although the Reporting Persons as a group
or collective do not have shared voting or dispositive power over any of
the Spin-Off Shares, the Spin-Off Shares are reported herein to reflect
Charles E. Davidson's individual ownership of the Spin-Off Shares in
addition to his beneficial ownership interest in the other Common Stock,
over which he shares voting and dispositive power.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
The Reporting Persons may be deemed to own beneficially the respective
percentages and numbers of outstanding shares of Common Stock set forth
below (on the basis of 22,076,315 shares of Common Stock of Gulfport Energy
Corporation f/k/a WRT Energy Corporation outstanding, which, based upon the
Issuer's Form 10-Q, is the number of shares outstanding as of March 31,
1998.
A. Wexford Management LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
2,311,692 Percentage: 10.5%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 2,311,692
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
2,311,692
(c) None.
(d) Wexford Management may be deemed to have the right to
receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
B. Wexford Special Situations 1996, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:
788,004 Percentage: 3.6%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 788,004
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
788,004
(c) None.
(d) Wexford Special Situations 1996, L.P. may be deemed to have
the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Common
Stock.
(e) Not applicable.
C. Wexford Special Situations 1996 Institutional, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:
131,604 Percentage: 0.6%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 131,604
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
131,604
(c) None.
(d) Wexford Special Situations 1996 Institutional, L.P. may be
deemed to have the right to receive or the power to direct
the receipt of dividends from, or proceeds from the sale of,
the Common Stock.
(e) Not applicable.
D. Wexford Advisors, LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
955,040
Percentage: 11.2%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 11.2%
3. Sole power to dispose or to direct the disposition: None
4. Shared power to dispose or to direct the disposition:
11.2%
(c) None.
(d) The Special General Partner may be deemed to have the right
to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
E. Wexford Special Situations 1996, Limited
(a) Aggregate number of shares of Common Stock beneficially owned:
35,432 Percentage: 0.2%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 35,432
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
35,432
(c) None.
(d) Wexford Cayman may be deemed to have the right to receive or
the power to direct the receipt of dividends from, or
proceeds from the sale of, the Common Stock.
(e) Not applicable.
F. Wexford-Euris Special Situations 1996, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:
224,219 Percentage: 1.0%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 224,219
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
224,219
(c) None.
(d) Wexford-Euris may be deemed to have the right to receive or
the power to direct the receipt of dividends from, or
proceeds from the sale of, the Common Stock.
(e) Not applicable.
G. Wexford-Euris Advisors, LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
224,219 Percentage: 1.0%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 224,219
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
224,219
(c) None.
(d) The Euris General Partner may be deemed to have the right to
receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
H. Wexford Spectrum Investors LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
14,694 Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 14,694
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
14,694
(c) None.
(d) Wexford Spectrum may be deemed to have the right to receive
or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Common Stock.
(e) Not applicable.
I. Wexford Spectrum Advisors, LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
14,694 Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 14,694
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
14,694
(c) None.
(d) The Spectrum General Partner may be deemed to have the right
to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Common Stock.
(e) Not applicable.
J. Wexford Capital Partners II, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:
941,917 Percentage: 4.3%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 941,917
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
941,917
(c) None.
(d) Wexford Capital may be deemed to have the right to receive
or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Common Stock.
(e) Not applicable.
K. Wexford Capital Corporation
(a) Aggregate number of shares of Common Stock beneficially owned:
941,917 Percentage: 4.3%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 941,917
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
941,917
(c) None.
(d) The Wexford Capital General Partner may be deemed to have
the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Common
Stock.
(e) Not applicable.
L. Wexford Overseas Partners I, L.P.
(a) Aggregate number of shares of Common Stock beneficially owned:
175,822 Percentage: 0.8%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 175,822
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
175,822
(c) None.
(d) Wexford Overseas may be deemed to have the right to receive
or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Common Stock.
(e) Not applicable.
M. Wexford Capital Limited
(a) Aggregate number of shares of Common Stock beneficially owned:
175,822 Percentage: 0.8%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 175,822
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
175,822
(c) None.
(d) The Wexford Overseas General Partner may be deemed to have
the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Common
Stock.
(e) Not applicable.
N. Charles E. Davidson
(a) Aggregate number of shares of Common Stock beneficially owned:
8,538,629 Percentage: 38.7%
(b) 1. Sole power to vote or to direct vote: 6,226,937
2. Shared power to vote or to direct vote: 2,311,692
3. Sole power to dispose or to direct the disposition:
6,226,937
4. Shared power to dispose or to direct the disposition:
2,311,692
(c) On April 28, 1998 DLB Oil & Gas, Inc. effected a pro-rata
"spin-off" of all of its shares of Common Stock of Gulfport
Energy Corporation, which resulted in the receipt by Charles
E. Davidson of 6,226,937 shares of the Common Stock for
which no additional consideration was paid out.
(d) Mr. Davidson may be deemed to have the right to receive or
the power to direct the receipt of dividends from, or
proceeds from the sale of, the Common Stock.
(e) Not applicable.
O. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock beneficially owned:
2,311,692 Percentage: 10.5%
(b) 1. Sole power to vote or to direct vote: None
2. Shared power to vote or to direct vote: 2,311,692
3. Sole power to dispose or to direct the disposition:
None
4. Shared power to dispose or to direct the disposition:
2,311,692
(c) None.
(d) Mr. Jacobs may be deemed to have the right to receive or the
power to direct the receipt of dividends from, or proceeds
from the sale of, the Common Stock.
(e) Not applicable.
Wexford Management may, by reason of its status as investment manager
to the Wexford Funds, manager to Wexford Spectrum and investment sub-
advisor to Wexford Cayman, be deemed to own beneficially the Common Stock
of which the Wexford Funds, Wexford Spectrum and Wexford Cayman possess
beneficial ownership.
The Special General Partner may, by reason of its status as general
partner of the Special Funds, be deemed to own beneficially the Common
Stock of which the Special Funds possess beneficial ownership. The Special
General Partner may, by reason of its status as the investment advisor to
Wexford Cayman, be deemed to own beneficially the Common Stock of which
Wexford Cayman possesses the beneficial ownership.
The Euris General Partner may, by reason of its status as the general
partner of Wexford-Euris, be deemed to own beneficially the Common Stock of
which Wexford-Euris possesses beneficial ownership.
The Wexford Capital General Partner may, by reason of its status as
general partner of Wexford Capital, be deemed to own beneficially the
Common Stock of which Wexford Capital possesses beneficial ownership.
The Wexford Overseas General Partner may, by reason of its status as
general partner of Wexford Overseas, be deemed to own beneficially the
Common Stock of which Wexford Overseas possesses beneficial ownership.
Wexford Advisors may, by reason of its status as a general partner of
Wexford Spectrum Fund I, L.P. and Wexford Spectrum II, L.P., and as manager
of Wexford Spectrum, be deemed to own beneficially the Common Stock of
which Wexford Spectrum possesses beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford Management, be deemed to own
beneficially the Common Stock of which the Wexford Funds, Wexford Spectrum
and Wexford Cayman possess beneficial ownership.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the Reporting Persons, each such person or entity certifies that the
information set forth in this statement is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
Dated: June 11, 1998
WEXFORD MANAGEMENT LLC
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996, L.P.
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Chairman
WEXFORD SPECIAL SITUATIONS 1996
INSTITUTIONAL, L.P.
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD-EURIS SPECIAL SITUATIONS, L.P.
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996, LIMITED
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECTRUM INVESTORS LLC
By: Wexford Management LLC, its manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL PARTNERS II, L.P.
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD OVERSEAS PARTNERS I, L.P.
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC.
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD-EURIS ADVISORS, LLC
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECTRUM ADVISORS, LLC.
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL CORPORATION
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD CAPITAL LIMITED
By: Wexford Management LLC, its investment
manager
By: /S/ ARTHUR H. AMRON
---------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
/S/ CHARLES E. DAVIDSON
---------------------------------
Charles E. Davidson
/S/ JOSEPH M. JACOBS
---------------------------------
Joseph M. Jacobs
