SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
Gulf United Energy Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
402580104
(CUSIP Number)
Reese Minerals, Ltd.
1001 McKinney, Suite 2300
Houston, Texas 77002
Attention: Jordan W. Reese III
(713) 652-4909
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 18, 2013
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See Section 240.13d-7 for other parties to whom copies are to be sent.
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 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 theNotes).
| 1 | The remainder of this cover page shall be filled 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 the disclosures provided in a prior cover page. |
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| CUSIP No. 402580104 | 13D | Page 2 of 7 Pages |
| 1. | NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Reese Minerals, Ltd. (200536734) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION,
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
363,224,995 shares of Common Stock | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER 363,224,995 shares of Common Stock | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
363,224,995 shares of Common Stock | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% | |||||
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 402580104 | 13D | Page 3 of 7 Pages |
| Item 1. | Security and Issuer. |
This Schedule 13D relates to the common stock, par value $0.001 (the “Common Stock”), of Gulf United Energy Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1222 Barkdull St., Houston, Texas 77027.
| Item 2. | Identity and Background. |
This Schedule 13D is being filed by and on behalf of Reese Minerals, Ltd., a Texas limited partnership (“Reese”). Reese is a limited partnership organized under the laws of the State of Texas. Its principal business is to make and manage investments. The address of the principal office and principal business is 1001 McKinney, Suite 2300, Houston, Texas 77002.
During the last five years, Reese has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The source of the funds used to acquire the Acquired Shares (used herein as such term is defined in Item 6 below) was the working capital of Reese. Prior to the acquisitions of the Acquired Shares, Reese did not exercise control or direction over any shares of Common Stock.
| Item 4. | Purpose of the Transaction. |
Reese holds the Acquired Shares as reported herein for investment purposes.
Reese has advised the Issuer that it may be interested to provide additional financing to support the Issuer’s investments in Latin America. At this time, there are no specific plans and no specific agreements to consummate this potential financing.
Other than as set forth herein, Reese has no present plans or proposals which relate to, or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| CUSIP No. 402580104 | 13D | Page 4 of 7 Pages |
| (f) | Any other material change in the Issuer’s business or corporate structure; |
| (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated in items (a) to (i) above. |
Reese intends to continuously review its investment in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreement or otherwise; (ii) to dispose of all or a portion of the securities of the Issuer owned by it or (iii) to take any other available course of action, which could involve one or more types of transactions or have one or more of the results described in the third paragraph of this Item 4. Notwithstanding anything contained herein, Reese specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to specific elements thereof), Reese currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: (i) the Issuer’s business and prospects; (ii) other developments with respect to the business of Reese; (iii) changes in law and government regulations; (iv) general economic conditions and (v) money and stock market conditions, including the market price of the securities of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
(a) Reese beneficially owns 363,224,995 shares of Common Stock, representing 22.0% of the outstanding Common Stock and consisting of the beneficial ownership of (i) 34,162,500 shares of Common Stock held as of October 28, 2012; (ii) 59,458,138 shares of Common Stock acquired pursuant to the terms of the Reese Warrants (used herein as such term is defined in Item 6 below) and (iii) 269,604,357 shares of Common Stock acquired pursuant to the terms of the Amended and Restated Reese Note (used herein as such term is defined in Item 6 below).
(b) Reese has the sole power to vote or direct the vote of the Acquired Shares. Reese has the sole power to dispose or direct the disposition of the Acquired Shares.
| (c) | Not applicable. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
As of October 28, 2012, Reese held an aggregate of 34,162,500 shares of Common Stock (the “October 28 Shares”)
| CUSIP No. 402580104 | 13D | Page 5 of 7 Pages |
On October 29, 2012, Reese, the Issuer, Gulf United Energy de Colombia Ltd., a company organized under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Issuer (“Gulf Colombia”), Gulf United Energy de Cuenca Trujillo Ltd., a company organized under the laws of the British Virgin Islands (“Gulf Peru”), and the other investors party thereto entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, the Issuer sold to Reese and the other investors (i) an aggregate of $2,875,000 of secured convertible promissory notes (the “Notes”) and (ii) warrants to purchase an aggregate of approximately 38 million shares of Common Stock (the “October Warrants”). On November 20, 2012, the Issuer sold to Reese and the other investors warrants to purchase an additional 11,466,667 shares of Common Stock (the “November Warrants”). In connection with the entry into the Purchase Agreement, the Issuer, Reese and the other investors party thereto entered into a certain Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Reese and the other investors were granted certain registration rights on the shares of Common Stock underlying the Notes, the October Warrants and the November Warrants. The terms and provisions of the Purchase Agreement and the Registration Rights Agreement are more generally described in Item 1.01 of the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated November 2, 2012 and incorporated herein by reference. In connection with the consummation of the transactions contemplated by the Purchase Agreement, Reese purchased from the Issuer (i) a 16% Convertible Note due October 29, 2013 in the original principal amount of $850,000 (the “Reese Note”); (ii) a Warrant to Purchase Shares of Common Stock of the Issuer dated October 29, 2012 (the “Reese October Warrant”), pursuant to which Reese is entitled to acquire 11,333,333 shares of Common Stock (the “October Warrant Shares”), and (iii) a Warrant to Purchase Shares of Common Stock of the Issuer dated November 20, 2012 (the “Reese November Warrant”), pursuant to which Reese is entitled to acquire 3,600,000 shares of Common Stock (the “November Warrant Shares”).
On January 18, 2013, the Issuer, Gulf Peru, Gulf Colombia, Reese and the other investors party thereto entered into an Amendment to Purchase Agreement (the “Amendment to Purchase Agreement”), pursuant to which, among other things, (i) the Notes were amended and restated; (ii) the October Warrants and the November Warrants were amended to extend the exercise period of each warrant to October 29, 2017; (iii) the Issuer sold to Reese and the other investors warrants to purchase an additional 148,482,274 shares of Common Stock (the “January Warrants”) and (iv) the Registration Rights Agreement was amended to grant to Reese and the other investors certain registration rights on the shares of Common Stock underlying the January Warrants. The terms and provisions of the Amendment to Purchase Agreement are more generally described in Item 1.01 of the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated January 22, 2013 and incorporated herein by reference. In connection with the consummation of the transactions contemplated by the Amendment to Purchase Agreement (i) the Reese Note was amended and restated (the “Amended and Restated Reese Note”), pursuant to which Reese is granted a conversion right under which Reese acquired the beneficial ownership of 269,604,357 shares of Common Stock (the “Convertible Note Shares”) and (ii) Reese purchase from the Issuer a Warrant to Purchase Shares of Common Stock of the Issuer dated January 18, 2013 (the “Reese January Warrant” and collectively with the Reese October Warrant and the Reese November Warrant, the “Reese Warrants”), pursuant to which Reese is entitled to acquire 44,524,805 shares of Common Stock (the “January Warrant Shares” and collectively with the October 28 Shares, the October Warrant Shares, the November Warrant Shares and the Convertible Note Shares, the “Acquired Shares”).
| CUSIP No. 402580104 | 13D | Page 6 of 7 Pages |
The Reese Warrants may be exercised by Reese, at any time through October 29, 2017, at the option of Reese at an exercise price of $0.001 per share of Common Stock, subject to adjustment.
The outstanding principal under the Amended and Restated Reese Note may be converted by Reese, at any time prior to the payment in full of the outstanding principal amount therein, at the option of Reese at a conversion price of $0.00436 per share of Common Stock.
| Item 7. | Material to be Filed as Exhibits. |
7(a) Form of Subscription Agreement (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated April 23, 2012 and incorporated herein by reference.
7(b) Form of Note (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated November 2, 2012 and incorporated herein by reference.
7(c) Form of Warrant (filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated November 2, 2012 and incorporated herein by reference.
7(d) Form of Purchase Agreement (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated November 2, 2012 and incorporated herein by reference.
7(e) Form of Amended and Restated Note (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated January 22, 2013 and incorporated herein by reference.
7(f) Form of Amendment to Warrant (filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated January 22, 2013 and incorporated herein by reference.
7(g) Form of New Warrant (filed as Exhibit 4.3 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated January 22, 2013 and incorporated herein by reference.
7(h) Form of Amendment to Purchase Agreement (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated January 22, 2013 and incorporated herein by reference.
7(i) Form of Amendment to Registration Rights Agreement (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (SEC File No. 000-52322) dated January 22, 2013 and incorporated herein by reference.
| CUSIP No. 402580104 | 13D | Page 7 of 7 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.
Date: January 28, 2013
| REESE MINERALS, LTD. | ||
| By: | Reese Holdings, LLC, its general partner | |
| By: | /s/ Jordan W. Reese, III | |
| Name: | Jordan W. Reese, III | |
| Title: | Managing Manager | |
