<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Western Pacific Airlines, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
959080102
- --------------------------------------------------------------------------------
(CUSIP Number)
Ivan Irwin, Jr.
Hunt Petroleum of Texas, Inc.
5000 Thanksgiving Tower
Dallas, Texas 75201
(214) 922-1010
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 5, 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: [ ]
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 filed 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 Exchange
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).
The Exhibit Index required by Rule 0-(c) is located at page 27 of this filing.
(Continued on the following page(s))
Page 1 of 27 Pages
<PAGE> 2
CUSIP NO. 959080102 13D Page 2 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Petroleum of Texas, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 572,239
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 572,239
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,239
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 3
CUSIP NO. 959080102 13D Page 3 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tom Hunt, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 4
CUSIP NO. 959080102 13D Page 4 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James L. Parker, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 5
CUSIP NO. 959080102 13D Page 5 of 27 Pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Margaret Hunt Hill, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 6
CUSIP NO. 959080102 13D Page 6 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ivan Irwin, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 27,368
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 27,368
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,368
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 7
CUSIP NO. 959080102 13D Page 7 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Wikert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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
Texas
7 SOLE VOTING POWER
NUMBER OF 26,667
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 26,667
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 8
CUSIP NO. 959080102 13D Page 8 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Danny Bowlin, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 25,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 9
CUSIP NO. 959080102 13D Page 9 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alinda Hill Wikert, individually and as custodian
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 10
CUSIP NO. 959080102 13D Page 10 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Free Throw, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 11
CUSIP NO. 959080102 13D Page 11 of 27 Pages
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.001 per
share (the "SHARES"), of Western Pacific Airlines, Inc., a Delaware corporation
(the "COMPANY"). The principal executive offices of the Company are at 2864 S.
Circle Drive, Suite 1100, Colorado Springs, Colorado 80906, and its telephone
number at such address is (719) 579-7737.
Item 2. Identity and Background.
(a)-(c), (f). This statement is filed by Hunt Petroleum of Texas, Inc., a
Delaware corporation ("HPTI"), Tom Hunt, as trustee ("T. HUNT"), James L.
Parker, as trustee ("J. PARKER"), Margaret Hunt Hill, as trustee ("M.H. HILL"),
Ivan Irwin, Jr., ("I. IRWIN"), James R. Wikert ("J. WIKERT"), Danny Bowlin, as
trustee ("D. BOWLIN"), Alinda Hill Wikert, individually and as custodian ("A.H.
WIKERT") and Free Throw, Inc., a Texas corporation ("FREE THROW"). I. Irwin, J.
Wikert, D. Bowlin, A.H. Wikert, and Free Throw, are sometimes collectively
referred to herein as the "REPORTING PERSONS." The Reporting Persons hereby
expressly disclaim the existence of any "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 among themselves or with any
other person, with respect to the Shares.
HPTI is a Delaware corporation with a principal business of investments. The
principal executive offices of HPTI are at 5000 Thanksgiving Tower, Dallas,
Texas 75201. The directors and executive officers of HPTI are T. Hunt, J.
Parker, I. Irwin and Danny Bowlin. HPTI is wholly owned (and controlled) by
Hunt Petroleum Corporation, a Delaware corporation ("HPC"). HPC is
principally engaged in the business of oil and gas exploration and production.
The directors and executive officers of HPC are T. Hunt, J. Parker, I. Irwin
and M.H. Hill. HPC is owned (and controlled) by the Margaret Hunt Trust Estate
and the Haroldson L. Hunt, Jr. Trust Estate. Tom Hunt is the sole trustee of
the Margaret Hunt Trust Estate, and J. Parker is the sole trustee of the
Haroldson L. Hunt, Jr. Trust Estate. The principal executive offices or
business address of each of HPC, the Margaret Hunt Trust Estate, Tom Hunt, the
Haroldson L. Hunt, Jr. Trust Estate and James L. Parker is 5000 Thanksgiving
Tower, Dallas, Texas 75201.
J. Parker is a trustee of the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill and
the Lyda Hunt-Margaret Trusts-Lyda Hill. He is principally employed as
President and a director of HPC and President and director of HPTI. J. Parker
is a U.S. citizen.
T. Hunt is a trustee of the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill and
the Lyda Hunt-Margaret Trusts-Lyda Hill. He is principally employed as
Chairman of the Board of Directors of HPC and Vice President and director of
HPTI. T. Hunt is a U.S. citizen.
M.H. Hill is a trustee of the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill and
the Lyda Hunt-Margaret Trusts-Lyda Hill. She is principally employed as Vice
President and a director of HPC. Her principal business address is 5000
Thanksgiving Tower, Dallas, Texas 75201. M.H. Hill is a U.S. citizen.
From June 26, 1995 to October 3, 1997, I. Irwin served as director of the
Company. I. Irwin serves as Vice President of HPTI and as Vice Chairman of the
Board of Directors and Executive Vice President of HPC. His principal business
address is 5000 Thanksgiving Tower, Dallas, Texas 75201. I. Irwin is a U.S.
citizen.
From June 26, 1995 to October 3, 1997, J. Wikert served as director of the
Company. J. Wikert is principally employed as an airline executive. J. Wikert
is married to A.H Wikert, daughter of M.H. Hill. His principal business address
is 3890 West Northwest Highway, Suite 700, Dallas, Texas 75220. J. Wikert is a
U.S. citizen.
D. Bowlin is the sole trustee for the Wisenbaker/Wikert 1986 Trusts, which
were established for the four children of A.H. Wikert. D. Bowlin is
principally employed as Senior Vice President of HPC and Vice President and a
director of HPTI. His principal address is 5000 Thanksgiving Tower, Dallas,
Texas 75201. D. Bowlin is a U.S. citizen.
<PAGE> 12
CUSIP NO. 959080102 13D Page 7 of 21 Pages
A.H. Wikert is the wife of J. Wikert and the daughter of M.H. Hill. A.H.
Wikert is the custodian of accounts established under the Uniform Texas Gifts to
Minors Act for the benefit of Margretta Hill Wikert and Cody McArthur Wikert.
A.H. Wikert is principally employed as an airline executive. Her principal
business address is 5000 Thanksgiving Tower, Dallas, Texas 75201. A.H. Wikert
is a U.S. citizen.
(d)-(e). None of the named above has, during the past five (5) years, (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 and as a result of such
proceeding was or is subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
(a) HPTI is the beneficial owner of 572,239 Shares. Of such number, 300,000
Shares were acquired in a private transaction for a price of $2,100,000. All
funds for the purchase of the 300,000 Shares were acquired through an
intercompany loan from HPC. Also included in the Shares beneficially owned are
currently vested warrants to acquire 272,239 Shares. The consideration for the
warrants was a Stock Purchase Agreement as more fully set forth in Item 4.
(b) J. Wikert is the beneficial owner of 26,667 Shares. This number
includes 1,667 Shares owned directly by him that were acquired pursuant to a
restricted stock award to non-employee directors of the Company. Also included
in the total Shares of which J. Wikert is the beneficial owner are 25,000 Shares
that he has the right to acquire for $6.00 per share pursuant to a stock option
granted by the Company. Excluded from the Shares beneficially owned by J. Wikert
are 25,000 Shares owned by the Wisenbaker/Wikert 1986 Trusts. J. Wikert
disclaims beneficial ownership of such excluded Shares.
(c) I. Irwin is the beneficial owner of 27,368 Shares, including 2,368
Shares owned directly by him individually. The 2,368 Shares were acquired
pursuant to a restricted stock award to non-employee directors of the Company.
Also included in the total Shares beneficially owned by I. Irwin are 25,000
Shares that he has a right to acquire for $6.00 per share, pursuant to a stock
option granted by the Company. All Shares owned by I. Irwin were acquired with
cash on hand unless otherwise indicated.
(d) D. Bowlin is the beneficial owner of 25,000 Shares. Such Shares are
held of record by the Wisenbaker/Wikert 1986 Trusts, of which he is the sole
trustee, and were acquired by such trusts for a total purchase price of
$ 53,375 with cash on hand.
<PAGE> 13
CUSIP NO. 959080102 13D Page 13 of 27 Pages
Item 4. Purpose of Transaction.
The Reporting Persons have purchased the Shares for investment purposes. Any
of the Reporting Persons may purchase additional Shares either in the open
market or in private transactions, depending on his or its evaluation of the
Company's business, prospects and financial condition, the market for the
Shares, economic conditions, money and stock market conditions and other future
developments. Depending on the same factors, any of the Reporting Persons may
decide to sell all or part of his or its investment in the Shares.
From June 26, 1995 to October 3, 1997, Ivan Irwin, Jr. and James R. Wikert
served as directors of the Company.
On January 31, 1997, HPTI, the Company and GFI Company entered into a Stock
Purchase Agreement (the "AGREEMENT") pursuant to which HPTI acquired 100,000
shares of Series B Preferred Stock of the Company and warrants to purchase
1,325,000 Shares. In exchange for the acquisition of the securities, HPTI,
subject to the terms and conditions of the Agreement, cancelled $10,000,000 of
indebtedness owed by the Company to HPTI pursuant to a promissory note dated
January 31, 1997 (the "PROMISSORY NOTE"). Warrants to acquire an aggregate total
of 1,325,000 Shares will or have become exercisable according to the following
vesting schedule: 136,120 warrants vested immediately upon issuance, 136,119
vested on December 1, 1997, a maximum of 453,757 will vest during the period
from May 1, 1998 through April 30, 1999, and a maximum of 599,004 will vest
during the period from May 1, 1999 through April 30, 2000. All warrants other
than those that are currently vested are subject to reduction according to the
terms and conditions of the Agreement.
Except as set forth in this Item 4, none of the Reporting Persons (or any of
the other persons named above) has any plans or proposals that relate to or
would result in any of the actions specified in clauses (a)-(j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the Shares beneficially owned
(identifying those Shares for which there is a right to acquire) by each of the
Reporting Persons, and for all of the Reporting Persons, is set forth in Item 1
above and on Schedule I attached hereto and incorporated herein in full by
reference thereto. The existence of any "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 among the Reporting Persons or
any of them with any other persons is hereby expressly disclaimed.
(b) Schedule I attached hereto shows the number of Shares as to which there
is sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or to direct the disposition and shared power
to dispose or to direct the disposition, for each of the Reporting Persons. The
applicable information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or to direct the
disposition is set forth in Item 2 above.
(c) None of the Reporting Persons have effected any transactions in the
Shares in the last 60 days except as set forth on Schedule II attached hereto.
(d) Not applicable.
(e) On February 5, 1998, HPTI ceased to be beneficial owner of greater than
five percent of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer.
Incorporated herein by reference is a copy of the Joint Filing Agreement.
<PAGE> 14
CUSIP NO. 959080102 13D Page 14 of 27 Pages
As indicated in Item 4 above, HPTI has entered into the Agreement.
Item 7. Material to be Filed as Exhibits.
The Stock Purchase Agreement dated January 31, 1997 among the Company, HPTI
and GFI Company (Exhibit 10.67 of Form 8-K) and the Promissory Note dated
January 31, 1997 (Exhibit 10.70 of Form 8-K) were previously filed with the
Commission as exhibits to Form 8-K dated February 11, 1997 filed by the Company
and are hereby incorporated by reference pursuant to Rule 12b-32 promulgated
under the Securities Exchange Act of 1934.
Previously filed with the Securities and Exchange Commission are the following
exhibits:
Exhibit A Joint Filing Agreement dated as of February 27, 1997.
Exhibit B Power of Attorney executed by James R. Wikert.
Exhibit C Power of Attorney executed by Lyda Hill.
Exhibit D Power of Attorney executed by AHT Financial, Inc.
Exhibit E Power of Attorney executed by Heather Victoria Hill.
Exhibit F Power of Attorney executed by Albert G. Hill, III.
Exhibit G Power of Attorney executed by Wesley Hill Wisenbaker.
Exhibit H Power of Attorney executed by C.J. Donnally, Jr.
Exhibit I Power of Attorney executed by AGH Air Partners I.
Exhibit J Power of Attorney executed by Seven Falls Company.
Exhibit K Power of Attorney executed by Free Throw, Inc.
Exhibit L Power of Attorney executed by AGH Partners I.
Exhibit M Power of Attorney executed by AGH Productions, Inc.
Exhibit N Press Release dated November 15, 1996.
Exhibit O Power of Attorney executed by Elisa Margaret Hill.
<PAGE> 15
CUSIP NO. 959080102 13D Page 15 of 27 Pages
SCHEDULE I
REPORTING PERSONS
<TABLE>
<CAPTION>
AGGREGATE
AMOUNT OF PERCENT OF
SOLE SHARED SOLE SHARED SHARES CLASS
VOTING VOTING DISPOSITIVE DISPOSITIVE BENEFICIALLY BENEFICIALLY
POWER POWER POWER POWER OWNED OWNED
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Hunt Petroleum of Texas,
Inc. (1) .................. 572,239 -0- 572,239 -0- 573,239 4.1%
James L. Parker ........... -0- -0- -0- -0- -0- 0.0%
Tom Hunt .................. -0- -0- -0- -0- -0- 0.0%
Margaret Hunt Hill ........ -0- -0- -0- -0- -0- 0.0%
James R. Wikert (2) ....... 26,667 -0- 26,667 -0- 26,667 0.2%
Ivan Irwin Jr. (3) ........ 27,368 -0- 27,368 -0- 27,368 0.2%
D. Bowlin (4) ............. 25,000 -0- 25,000 -0- 25,000 0.2%
Alinda Hill Wikert ........ -0- -0- -0- -0- -0- 0.0%
Free Throw, Inc. .......... -0- -0- -0- -0- -0- 0.0%
TOTAL ..................... 651,274 -0- 651,274 -0- 651,274
========= ======= ========= ======= =========
</TABLE>
<PAGE> 16
CUSIP NO. 959080102 13D Page 16 of 27 Pages
SCHEDULE 13D
SCHEDULE I
FOOTNOTES
(1) Includes 300,000 Shares and vested warrants to acquire 272,239 Shares
at $0.01 per share. Warrants to acquire an aggregate total of
1,325,000 Shares will become exercisable according to the following
vesting schedule: 136,120 warrants vested immediately upon issuance,
136,119 vested on December 1, 1997, a maximum of 453,757 will vest
during the period from May 1, 1998 through April 30, 1999, and a
maximum of 599,004 will vest during the period from May 1, 1999 through
April 30, 2000. All warrants other than those that are currently
exercisable are subject to reduction according to the terms and
conditions of the acquisition agreement.
(2) Includes 1,667 Shares and vested options to purchase 25,000 Shares at
$6.00 per share pursuant to a stock option granted under the 1995
Directors' Option Plan. Excludes 25,000 Shares owned by the
Wisenbaker/Wikert 1986 Trusts, as to which Shares James R. Wikert
disclaims beneficial ownership.
(3) Includes 2,368 Shares and vested options to purchase 25,000 Shares at
$6.00 per share pursuant to a stock option granted under the 1995
Directors' Option Plan.
(4) Includes 25,000 Shares held of record by the Wisenbaker/Wikert 1986
Trusts, of which Danny Bowlin is the sole trustee.
The Reporting Persons expressly disclaim beneficial ownership (as used
in this Schedule 13D) of the Shares excluded and expressly disclaim the
existence of any "group" (within the meaning of Section 13(d)(3) under the
Securities Exchange Act of 1934).
<PAGE> 17
CUSIP NO. 959080102 13D Page 17 of 27 Pages
SCHEDULE II
From December 10, 1997, through February 10, 1997, certain Reporting
Persons acquired or sold beneficial ownership of Shares in the following
transactions.
<TABLE>
<CAPTION>
DATE NUMBER OF
REPORTING PERSON OF TRANSACTION TRANSACTION OF SHARES PRICE PER SHARE
--------------------------------- ---------------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
Danny R. Bowlin 2/3/98 Sale 100 0.165
Danny R. Bowlin 1/16/98 Sale 100 0.270
Danny R. Bowlin 2/3/98 Sale 12,400 0.165
Danny R. Bowlin 1/16/98 Sale 100 0.270
Danny R. Bowlin 1/16/98 Sale 100 0.270
Danny R. Bowlin 2/3/98 Sale 100 0.165
Danny R. Bowlin 1/16/98 Sale 100 0.270
Danny R. Bowlin 2/3/98 Sale 12,400 0.165
James R. Wikert 1/16/98 Sale 701 0.270
James R. Wikert 1/30/98 Sale 170,500 0.178
James R. Wikert 2/3/98 Sale 7,500 0.175
James R. Wikert 2/3/98 Sale 28,500 0.175
James L. Parker, Tom Hunt, M. Hill Hunt 1/16/98 Sale 3,000 0.270
James L. Parker, Tom Hunt, M. Hill Hunt 1/16/98 Sale 5,200 0.270
James L. Parker, Tom Hunt, M. Hill Hunt 2/3/98 Sale 30,000 0.175
James L. Parker, Tom Hunt, M. Hill Hunt 2/3/98 Sale 45,000 0.165
Alinda Hill Wikert 1/16/98 Sale 2,000 0.270
Alinda Hill Wikert 1/16/98 Sale 2,600 0.270
Alinda Hill Wikert 1/16/98 Sale 100 0.270
Alinda Hill Wikert 1/16/98 Sale 100 0.270
Ivan Irwin 1/16/98 Sale 200 0.270
Ivan Irwin 1/16/98 Sale 100 0.270
Ivan Irwin 1/16/98 Sale 1,700 0.270
Ivan Irwin 2/2/98 Sale 8,334 0.190
Free Throw, Inc. 1/28/98 Sale 31,141 0.180
Hunt Petroleum of Texas,Inc. 2/5/98 Sale 1,250,000 0.012
</TABLE>
<PAGE> 18
CUSIP NO. 959080102 13D Page 18 of 27 Pages
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: February 12, 1998
HUNT PETROLEUM OF TEXAS, INC.
By:/s/ James L. Parker
-----------------------------
Name: James L. Parker
Title: President
<PAGE> 19
CUSIP NO. 959080102 13D Page 19 of 27 Pages
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: February 9, 1998
/s/ Tom Hunt, Trustee
-----------------------------------
Tom Hunt, as trustee of the Lyda
Hunt-Margaret Trusts-Alinda Hunt
Hill and the Lyda Hunt-Margaret
Trusts-Lyda Hill
<PAGE> 20
CUSIP NO. 959080102 13D Page 20 of 27 Pages
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: February 12, 1998
/s/ James L. Parker, Trustee
------------------------------------
James L. Parker, as trustee of the
Lyda Hunt-Margaret Trusts-Alinda
Hunt Hill and the Lyda Hunt-Margaret
Trusts-Lyda Hill
<PAGE> 21
CUSIP NO. 959080102 13D Page 21 of 27 Pages
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: February 12, 1998
/s/ Margaret Hunt Hill, Trustee
------------------------------------
Margaret Hunt Hill, as trustee of
the Lyda Hunt-Margaret Trusts-
Alinda Hunt Hill and the Lyda Hunt-
Margaret Trusts-Lyda Hill
<PAGE> 22
CUSIP NO. 959080102 13D Page 22 of 27 Pages
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: February 9, 1998
/s/ Ivan Irwin, Jr.
--------------------------------------------
Ivan Irwin, Jr.,
<PAGE> 23
CUSIP NO. 959080102 13D Page 23 of 27 Pages
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: February 12, 1998
/s/ James R. Wikert
-------------------------------------
James R. Wikert
<PAGE> 24
CUSIP NO. 959080102 13D Page 24 of 27 Pages
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: February 12, 1998
/s/ Danny Bowlin, Trustee
-------------------------------------
Danny Bowlin, as trustee of the
Wisenbaker/Wikert 1986 Trusts
<PAGE> 25
CUSIP NO. 959080102 13D Page 25 of 27 Pages
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: February 12, 1998
/s/ Alinda Hill Wikert
----------------------------------------------------
Alinda Hill Wikert, individually and as custodian
<PAGE> 26
CUSIP NO. 959080102 13D Page 26 of 27 Pages
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: February 12, 1998
Free Throw, Inc.
By:/s/ James R. Wikert
---------------------------------
Name: James R. Wikert
Title: Vice President
<PAGE> 27
CUSIP NO. 959080102 13D Page 27 of 27 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
-------- ----
<S> <C> <C>
A Joint Filing Agreement dated as of February 27, 1997*
B Power of Attorney executed by James R. Wikert*
C Power of Attorney executed by Lyda Hill*
D Power of Attorney executed by AHT Financial, Inc.*
E Power of Attorney executed by Heather Victoria Hill*
F Power of Attorney executed by Albert G. Hill, III*
G Power of Attorney executed by Wesley Hill Wisenbaker*
H Power of Attorney executed by C.J. Donnally, Jr.*
J Power of Attorney executed by Seven Falls Company*
K Power of Attorney executed by Free Throw, Inc.*
L Power of Attorney executed by AGH Partner I*
M Power of Attorney executed by AGH Productions, Inc.*
N Press Release dated November 15, 1996*
O Power of Attorney executed by Elisa Margaret Hill*
</TABLE>
*Previously filed
