UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Spindletop Oil & Gas Co.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
-------------------------------------------------------
(Title of Class of Securities)
848550208
-------------------------------------------------------
(CUSIP Number)
December 31, 2008
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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.
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 ("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).
Page 1 of 9
CUSIP No. 848550208
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
R. Atticus Lowe
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 703,000
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 703,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
703,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.2%
12. Type of Reporting Person (See Instructions)
IN, HC
Page 2 of 9
CUSIP No. 848550208
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Lance W. Helfert
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 703,000
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 703,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
703,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.2%
12. Type of Reporting Person (See Instructions)
IN, HC
Page 3 of 9
CUSIP No. 848550208
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Paul J. Orfalea
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 703,000
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 703,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
703,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.2%
12. Type of Reporting Person (See Instructions)
IN, HC
Page 4 of 9
CUSIP No. 848550208
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
West Coast Asset Management, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
California
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 703,000
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 703,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
703,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.2%
12. Type of Reporting Person (See Instructions)
CO, IA
Page 5 of 9
CUSIP No. 848550208
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
West Coast Opportunity Fund, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 700,000
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH:
8. SHARED DISPOSITIVE POWER 700,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
9.2%
12. Type of Reporting Person (See Instructions)
OO
Page 6 of 9
Item 1.
(a) The name of the issuer is Spindletop Oil & Gas Co. (the "Issuer").
(b) The principal executive offices of the Issuer are located at 12850
Spurling Road, Suite 200, Dallas, Texas 75230.
Item 2.
(a) This Statement is being filed by (i) West Coast Opportunity Fund, LLC, a
Delaware limited liability company (the "Fund"), (ii) West Coast Asset
Management, Inc., a California corporation (the "Managing Member"), which
serves as the managing member of the Fund, (iii) R. Atticus Lowe, a United
States Citizen ("Lowe"), (iv) Lance W. Helfert, a United States Citizen
("Helfert"), and (v) Paul J. Orfalea, a United States Citizen ("Orfalea",
and together with Lowe and Helfert, the "Principals", and all of the
foregoing, collectively, the "Filers"). The Managing Member provides
investment management services to the Fund (a private investment vehicle)
and separately managed accounts, some of which are affiliated with the
Filers (such accounts, the "Accounts"). The Fund and the Accounts directly
own all of the shares reported in this Statement. The Principals and the
Managing Member may be deemed to share with the Fund and the Accounts (and
not with any third party) voting and/or dispositive power with respect to
such shares. Each Filer disclaims beneficial ownership with respect to any
shares other than those owned directly by such Filer.
(b) The principal business office of the Filers is 1205 Coast Village Road,
Montecito, California 93108.
(c) For citizenship information see Item 4 of the cover page of each Filer.
(d) This Statement relates to the Common Stock, par value $0.01 per share, of
the Issuer (the "Common Stock").
(e) The CUSIP Number of the Common Stock is listed on the cover pages hereto.
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Page 7 of 9
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is given as of December 31, 2008 and is based on 7,610,803 shares of
Common Stock outstanding as of November 14, 2008, as reported in the Issuer's
Quarterly Report on Form 10-Q/A for the quarterly period ended September 30,
2008 filed on December 19, 2008.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Page 8 of 9
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 17, 2009
WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Linda Schuman
--------------------------------------------
Name: Linda Schuman
Title: Chief Compliance Officer of the Managing
Member (for itself and as Managing Member of the
Fund) and Attorney-in-fact for each of the
Principals
Page 9 of 9
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1 Joint Filing Agreement dated February 17, 2009
2 Power of Attorney dated July 24, 2007
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, par value $0.01 per share, of Spindletop Oil & Gas Co., and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filing. In evidence thereof, the undersigned hereby execute this
Agreement.
Dated: February 17, 2009
WEST COAST OPPORTUNITY FUND, LLC
WEST COAST ASSET MANAGEMENT, INC.
R. ATTICUS LOWE
LANCE W. HELFERT
PAUL J. ORFALEA
By: /s/ Linda Schuman
-----------------------------------------------
Name: Linda Schuman
Title: Chief Compliance Officer of the Managing Member
(for itself and as Managing Member of the Fund) and
Attorney-in-fact for each of the Principals
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Paul J. Orfalea, Lance
W. Helfert, and R. Atticus Lowe, hereby each constitutes and appoints Linda
Schuman, Paul J. Orfalea, Lance W. Helfert and R. Atticus Lowe, and each of
them, as applicable, as true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution in name, place and stead, to sign any
reports on Form 3 (Initial Statement of Beneficial Ownership of Securities),
Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5
(Annual Statement of Beneficial Ownership of Securities) relating to
transactions by the undersigned in Common Shares or other securities and all
amendments thereto, and all filings on Schedule 13D or Schedule 13G, and all
amendments thereto, and to file the same, with the Securities and Exchange
Commission and the appropriate securities exchange, granting unto said
attorneys-in-fact and agents, and each of them, or their substitutes, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof. This
Power of Attorney shall be effective until such time as the undersigned delivers
a written revocation thereof to the above-named attorneys-in-fact and agents.
The undersigned each acknowledge that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
Dated: July 24, 2007 /s/ Paul J. Orfalea
----------------------------
Paul J. Orfalea
Dated: July 24, 2007 /s/ Lance W. Helfert
----------------------------
Lance W. Helfert
Dated: July 24, 2007 /s/ R. Atticus Lowe
----------------------------
R. Atticus Lowe