FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 16, 2001
Date of Report (Date of earliest event reported)
GULFWEST ENERGY INC.
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation)
1-12108 87-0444770
(Commission File Number) (IRS Employer
Identification Number)
397 N. Sam Houston Parkway E., Suite 375, Houston, Texas 77060
(Address of principal executive offices)
Registrant's telephone number, including area code: (281) 820-1919
ITEM 2. ACQUISITION OF ASSETS
On August 16, 2001, GulfWest Energy Inc. ("GulfWest" or the "Company") closed
the purchase of five oil and natural gas properties located in Louisiana and
Texas from Grand Goldking L.L.C., an affiliate of Goldking Energy Corporation,
("Goldking"). The acquisition will increase the Company's proved reserves by
approximately 20% and provide the Company with significant new development
opportunities. The effective date of the acquisition is July 1, 2001.
The acquired properties are currently producing approximately 600 barrels of oil
and 1,200 Mcf of natural gas per day, with total proved reserves (net to the
acquired interests) estimated at 1.1 million barrels of oil and 5.5 billion
cubic feet of natural gas. In addition to providing the Company with new oil and
natural gas development projects, the acquisition also provides the Company its
first exposure to the larger reserve potential of South Louisiana. The Lacassine
and Grand Lake fields both located in Cameron Parish, Louisiana and the Alwan
field located in Wharton County, Texas, provide the Company with natural gas
drilling opportunities with possible reserves estimated at 10 billion cubic feet
equivalent of natural gas.
Management of the Company negotiated the purchase price based upon current
production and a reserve report provided by an independent engineering firm. The
acquisition purchase price was $14.5 million in a combination of $10 million
cash and 9,000 shares of the Company's Cumulative Convertible Series E Preferred
Stock valued at $4.5 million. The Series E Preferred Stock, par value $.01 and
liquidation value $500 per share, has dividends payable quarterly, as declared,
at a rate of 2.5% per annum, may be redeemed at the option of the Company and,
if not redeemed after two years, is convertible to common stock at a price of
$2.00 per share of common stock.
Financing for the acquisition was provided through an expanded credit facility
with Aquila Energy Capital Corporation. The expanded credit facility will
also provide the Company an additional $6.6 million of development capital
that will be used on the newly acquired properties, as well as to continue
development of existing Company properties.
Setex Oil & Gas Company, a subsidiary of GulfWest Energy Inc., will operate
the properties. This acquisition is part of the Company's business plan to
further increase its oil and gas reserves and production through negotiated
acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
It is impracticable to provide the required financial statements
at this time. Such statements will be filed under cover of Form 8 no
later than October 30, 2001.
(b) Pro forma Financial Information
Pro forma information will also be filed under cover of Form 8 no
later than October 30, 2001.
(c) Exhibits
2.1 Purchase and Sale Agreement by and between Grand
Goldking, L.L.C., Seller, and GulfWest Energy Inc.,
GulfWest Oil & Gas Company and GulfWest Oil & Gas
Company (Louisiana) LLC, collectively Buyer, dated August
16, 2001 and effective July 1, 2001, filed herewith.
4.1 Statement of Resolution Establishing and Designating a
Series of Shares of GulfWest Energy Inc. - Series E
Preferred Stock, as filed with the Secretary of State of
Texas on August 14, 2001, filed herewith.