Grewal Randeep S, et al. · SC 13D/A · Greka Energy Corp · On 5/28/03

Filed On 5/28/03 5:31pm ET   ·   SEC File 5-42492   ·   Accession Number 1050502-3-439

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8     30K 
                          Ownership                                              
 2: EX-1        Merger Agreement                                      57    236K 
 3: EX-99       Agreement                                              1      6K 

SC 13D/A   ·   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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 United States
Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
(Amendment No. 2)*

GREKA ENERGY CORPORATION
(Name of Issuer)

Common Stock, no par value per share
(Title of Class of Securities)

 397637109
(CUSIP Number)

Daniel W. Rabun                           Randeep Grewal
   Baker & McKenzie                       Alexi Holdings Limited
2001 Ross Avenue, Suite 2300                   Alexi Corporation      
     Dallas, Texas 75201                  c/o Greka Energy Corporation
      (214) 978-3000                      630 Fifth Ave., Suite 1501
                                          New York, New York 10111
                                          (212) 218-4680

 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

May 27, 2003
 (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 Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

____________                                                                    

*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 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).                                                                         

(Continued on following pages)
 (Page 1 of 8 Pages)

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CUSIP No. 397637109                    13D                     Page 2 of 8 Pages

   1     Name of reporting person                                 Randeep Grewal
IRS Identification No. of above person (entities only)        

2     Check the appropriate box if a member of a group*        (a)   X    
                                                       (b)

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                                

Number of            7    Sole voting power                782,500
Shares                                                        
Beneficially          8    Shared voting power                      
Owned                                                         
By each Reporting        9    Sole dispositive power           782,500    
Person                                                        
with             10    Shared dispositive power             

11    Aggregate amount beneficially owned by each reporting               
  person                                                   782,500

12    Check box if the aggregate amount in row (11) excludes              
certain shares*                                          |_|  

13    Percent of class represented by amount in row (11)       14.3%      

14    Type of reporting person*                                IN         

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 397637109                   13D                      Page 3 of 8 Pages

   1     Name of reporting person                                 Alexi Holdings
     IRS Identification No. of above person (entities only)      Limited

2     Check the appropriate box if a member of a group*        (a)   X    
                                                       (b)

3     SEC use only                                                        

4     Source of funds*                                                    

5     Check box if disclosure of legal proceedings is                     
required pursuant to Items 2(d) or 2(e)                  |_|  

6     Citizenship or place of organization                                

Number of            7    Sole voting power                0      
Shares                                                        
Beneficially          8    Shared voting power              0       
Owned                                                         
By each Reporting        9    Sole dispositive power           0          
Person                                                        
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%         

14    Type of reporting person*                                CO         

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 397637109                   13D                      Page 4 of 8 Pages

1     Name of reporting person                                 Alexi      
      IRS Identification No. of above person (entities only)   Corporation

2     Check the appropriate box if a member of a group*        (a)  X     
                                                       (b)

3     SEC use only                                                        

4     Source of funds*                                                    

5     Check box if disclosure of legal proceedings is                     
required pursuant to Items 2(d) or 2(e)                  |_|  

6     Citizenship or place of organization                                

Number of            7    Sole voting power                0      
Shares                                                        
Beneficially          8    Shared voting power              0       
Owned                                                         
By each Reporting        9    Sole dispositive power           0          
Person                                                        
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%         

14    Type of reporting person*                                CO         

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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                                                               Page 5 of 8 Pages

Item 1. Security and Issuer.                                                    

     The title and class of equity securities to which this Schedule 13D relates
is common stock, no par value per share (the "Common Stock"), of Greka Energy   
Corporation, a Colorado corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 630 Fifth Avenue, Suite 1501, New York, New  
York, 10111.                                                                    

Item 2. Identity and Background.                                                

The names of the persons filing this Statement are Randeep Grewal     
("Grewal"), Alexi Holdings Limited, a Cayman Islands company ("Alexi Holdings"),
and Alexi Corporation, a Colorado corporation ("Alexi Corporation"). Grewal,    
Alexi Holdings and Alexi Corporation may be collectively referred to as the     
"Reporting Persons."                                                            

     Alexi Holdings and Alexi Corporation were formed at the direction of Grewal
for the purpose of effecting the merger described below in Item 4 and the       
transactions related to the merger. Neither Alexi Holdings nor Alexi Corporation
has engaged in any business except in furtherance of this purpose.              

    The principal business address for Grewal is 630 Fifth Avenue, Suite 1501,
New York, New York 10111. Grewal is presently principally employed as Chief     
Executive Officer of the Issuer. Grewal is a citizen of India and a resident of 
the United States.                                                              

    The principal business address of Alexi Holdings is M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand 
Cayman, Cayman Islands. The principal business address of Alexi Corporation is  
2801-B Santa Maria Way, Santa Maria, California 93454.                          

    None of the Reporting Persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the past five years.  
In the past five years, none of the Reporting Persons have been a party to a    
civil proceeding of a judicial or administrative body of a competent            
jurisdiction which resulted in such person being 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.                      

At the date of filing of this Amendment No. 2 to Schedule 13D, Alexi  
Holdings and Alexi Corporation have entered into a Merger Agreement with the    
Issuer as described in Item 4. In the event the merger is consummated, Alexi    
Holdings will pay $6.25 for each outstanding share of common stock of Issuer.   
Alexi Holdings will require financing in order to consummate the merger, the    
terms of which require payment of the merger consideration and may require      
refinancing of the Issuer's existing indebtedness. However, Alexi Holdings has  
not obtained any firm commitments relative to the source and form of financing  
for the merger and there can be no assurances that the requisite financing will 
be obtained.                                                                    

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                                                               Page 6 of 8 Pages

Item 4. Purpose of Transaction.                                                 

 As of the date of filing of this Amendment No. 2 to Schedule 13D, Alexi
Holdings and Alexi Corporation have entered into a merger agreement with Issuer 
(the "Merger Agreement") pursuant to which Alexi Holdings will acquire the      
outstanding shares of Issuer in a "going private" transaction upon the terms and
subject to conditions provided in the Merger Agreement. Pursuant to the terms of
the Merger Agreement, Alexi Corporation, a Colorado corporation and a           
wholly-owned subsidiary of Alexi Holdings, will merge with and into Issuer, with
Issuer as the surviving entity. Upon consummation of the merger, which is       
subject to the Issuer's shareholders' approval, Issuer will become a            
wholly-owned subsidiary of Alexi Holdings. The consummation of the merger is    
contingent upon, among other things, the approval of the shareholders of the    
Issuer and the ability of Alexi Holdings to secure financing to pay the         
consideration described in Item 3 and refinance the Issuer's existing           
indebtedness, if required by the Issuer's lenders.                              

     In the event of consummation of the merger, the shares of Common Stock will
be delisted from trading on the NASDAQ and deregistered with the Securities and 
Exchange Commission pursuant to Section 12(g)(4) of the Securities Exchange Act 
of 1934.                                                                        

Except as set forth in this Item 4 and in furtherance of the proposed 
merger, the Reporting Person presently has no plans or proposals that would     
relate to or result in any of the actions set forth in Parts (a) through (j) of 
Item 4 of Schedule 13-D.                                                        

Item 5. Interest in Securities of the Issuer.                                   

     Based upon information set forth in the Issuer's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on April 14, 2003, as of      
December 31, 2002, there were 4,951,451 shares of Common Stock issued and       
outstanding. As of May 27, 2003, the Reporting Person beneficially owned 782,500
shares of Common Stock, or approximately 14.3% of the total Common Stock deemed 
to be outstanding. The number of shares beneficially owned includes options     
presently exercisable to purchase 520,000 shares. The Reporting Person has the  
sole power to vote and to dispose of the 782,500 shares.                        

    During the past 60 days, the Reporting Person has not purchased any shares
of Common Stock.                                                                

No other person is known to the Reporting Person to have the right to 
receive or power to direct dividends from, or proceeds from the sale of, shares 
of Common Stock beneficially owned by the Reporting Person.                     

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                                                               Page 7 of 8 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.                                       

Except as set forth above, there are no contracts, arrangements,      
understandings, agreements or relationships (legal or otherwise) between the    
Reporting Person and any person with respect to any securities of the Issuer.   

Item 7. Materials to be filed as Exhibits.                                      

1    Merger Agreement by and among Alexi Holdings Limited, Alexi Corporation and
Greka Energy Corporation, dated May 27, 2003.                         

99   Joint Filing Statement by Randeep Grewal, Alexi Holdings Limited and Alexi 
Corporation dated May 28, 2003.                                       

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                                                               Page 8 of 8 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:   May 28, 2003                                                            

                            /s/ RANDEEP GREWAL
                            ------------------
                        RANDEEP GREWAL

                                ALEXI HOLDINGS LIMITED

                                By: /s/ RANDEEP GREWAL
                                ----------------------
                                Randeep Grewal
                          Director

                           ALEXI CORPORATION

                                By: /s/ RANDEEP GREWAL
                                ----------------------
                                Randeep Grewal
                                    Authorized Officer

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		12/31/02		6					NT 10-K, 10-K
		4/14/03		6					10-K
		5/27/03		1		7			8-K
Filed On / Filed As Of		5/28/03		7		8			8-K
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