Greka Energy Corp, et al. · SC 13E3 · Greka Energy Corp · On 6/4/03

Filed On 6/4/03 5:24pm ET   ·   SEC File 5-42492   ·   Accession Number 1000096-3-267

Tender-Offer Statement -- Going-Private Transaction   ·   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement -- Going-Private               10     37K 
                          Transaction                                            
 2: SC 13E3     Unofficial PDF Attachment                            PDF    474K 

SC 13E3   ·   Tender-Offer Statement -- Going-Private Transaction
Document Table of Contents

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SCHEDULE 13E-3

(Rule 13e-100)

 Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934

Greka Energy Corporation
(Name of the Issuer)

Greka Energy Corporation
Alexi Holdings Limited
(Name of Persons Filing Statement)

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

 397637-10-0
 (CUSIP Number of Class of Securities)

 Randeep S. Grewal
Greka Energy Corporation
630 Fifth Avenue, Suite 1501, New York, NY 10111
(212) 218-4680
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications on Behalf of Persons Filing Statement)

 This statement is filed in connection with (check the appropriate box):

a.   [X]  The filing of solicitation materials or an information statement      
        subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.                            

b.   [ ]  The filing of a registration statement under the Securities Act of    
1933.                                                       

c.   [ ]  A tender offer.                                                       

d.   [ ]  None of the above.                                                    

Check the following box if the soliciting materials or information    
statement referred to in checking box (a) are preliminary copies: [X]           

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  Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]                                                 

 CALCULATION OF FILING FEE

--------------------------------------   ---------------------------------------
Transaction valuation*   $30,791,194     Amount of filing fee  $2,491.01        
--------------------------------------   ---------------------------------------

* For purposes of calculating the fee only. Assumes purchase of 4,688,959 shares
of Common Stock, no par value per share, of Greka Energy Corporation at $6.25   
per share and payment of $1,485,200 for in-the-money unexercised options and    
warrants to purchase Common Stock of Greka Energy Corporation.                  

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)   
and identify the filing with which the offsetting fee was previously paid.      
Identify the previous filing by registration statement number, or the Form or   
Schedule and the date of its filing.                                            

Amount previously paid:    $0                                                   
Form or registration No.:  Preliminary Proxy Statement on Schedule 14A          
Filing party:              Greka Energy Corporation                             
Date filed:                June 4, 2003                                         

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 This Rule 13e-3 Transaction Statement on Schedule 13e-3 (this "Schedule
13e-3") is being filed jointly by Greka Energy Corporation, a Colorado          
corporation ("Greka"), Alexi Holdings Limited, a Cayman Islands company         
("Alexi"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), and Rule 13e-3 thereunder, in connection with the 
proposed merger (the "Merger") of Alexi Corporation, a Colorado corporation and 
wholly owned subsidiary of Alexi ("Merger Sub"), with and into Greka pursuant to
a Merger Agreement, dated as of May 27, 2003 (the "Merger Agreement"), by and   
among Alexi, Merger Sub and Greka. Alexi was formed by Randeep S. Grewal,       
Greka's Chairman and CEO, in connection with the Merger.                        

 In the Merger and pursuant to the terms and conditions set forth in the
Merger Agreement, Merger Sub will merge with and into Greka, with Greka as the  
surviving company (the "Surviving Company"). At the effective time of the       
Merger, each issued and outstanding share of common stock, no par value per     
share, of Greka (the "Shares") (other than Shares held by (1) Greka or any of   
its wholly-owned subsidiaries, (2) Alexi, or (3) Randeep S. Grewal will be      
converted into and become the right to receive $6.25 per Share in cash, without 
interest. As a result of the Merger, Alexi will own 100% of the equity interests
of the Surviving Company.                                                       

Concurrently with the filing of this Schedule 13e-3, Greka is filing a
preliminary proxy statement (the "Proxy Statement") pursuant to which the       
stockholders of Greka will be given notice of the Merger. A copy of the Proxy   
Statement is attached hereto as Exhibit 99(a)(3).                               

    The information set forth in the Proxy Statement, including all schedules,
exhibits and appendices thereto, is hereby expressly incorporated herein by     
reference and contains all information required in response to the items of this
Schedule 13e-3, except that it does not include all of the exhibits listed      
below. The Proxy Statement will be completed and, if appropriate, amended prior 
to the time it is first sent or given to Greka's shareholders. This Schedule    
13E-3 will be amended to reflect such completion or amendment of the Proxy      
Statement.                                                                      

Item 3.  Identity and Background of Filing Person                               

EXECUTIVE OFFICERS AND DIRECTORS

 The following are those directors and executive officers of Greka as of
June 4, 2003. No executive officer or director has been either (a) convicted in 
a criminal proceeding during the past five years or (b) a party to any judicial 
or administrative proceeding during the past five years that resulted in a      
judgment, decree or final order enjoining the person from future violations of, 
or prohibiting activities subject to, federal or state securities laws, or      
finding any violation of federal or state securities laws.                      

Name                            Age          Position(s) with Greka             
----                            ---          ----------------------             

Randeep S. Grewal               38           Chairman of the Board, Chief       
September 1997(1)                            Executive Officer President,       
                          Class A Director

Dr. Jan F. Holtrop              67           Class B Director                   
September 1997(2)                                                               

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Name                            Age          Position(s) with Greka             
----                            ---          ----------------------             

Dai Vaughan                     63           Class C Director                   
March 1999(3)                                                                   

Kenton D. Miller                50           Class C Director                   
October 2000(3)                                                                 

Brent E. Stromberg              58           Vice President-Operations          
December 2001                                                                   

Susan M. Whalen                 41           Vice President-Asset Management,   
August 2001(2)                               Secretary, Class B Director        

Richard "Sam" R. Lembcke        66           Vice President-Development         
December 2001                                                                   

Andrew de Vegvar                50           Chief Financial Officer            
May 2003                                                                        

(1) term as Director expires 2004                                               
(2) term as Director expires 2003                                               
(3) term as Director expires 2005                                               

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Randeep S. Grewal. Since September 1997, Mr. Grewal has served as our 
Chairman of the Board, Chief Executive Officer and President. From April 1997 to
September 1997, Mr. Grewal served as Chairman and Chief Executive Officer for   
Horizontal Ventures, Inc., an oil and gas horizontal drilling technology company
that became a subsidiary of our predecessor in September 1997. From 1993 to     
1996, Mr. Grewal was the Corporate Vice President for the Rada Group with       
principal responsibilities for its global expansion and related operations. He  
has also been involved in various joint ventures, acquisitions, mergers and     
reorganizations since 1986 in the United States, Europe and the Far East within 
diversified businesses. Mr. Grewal has a Bachelor of Science degree in          
Mechanical Engineering from Northrop University. He is a citizen of the Republic
of India.                                                                       

 Dr. Jan Fokke Holtrop. Dr. Holtrop has been a Class B Director of GREKA
since September 1997. Since 1989 he has been a senior Production Technology     
professor at Delft University of Technology within the Faculty of Petroleum     
Engineering and Mining in The Netherlands. Prior to Delft University, he served 
in various positions within the Shell Oil Company where he started his career in
1962. This includes mining engineering, reservoir engineering and petroleum     
engineering field work in at least 14 different countries, as well as deep sea  
drilling, coal production and coal exploration operations, well technology      
research, and well design, drilling and production operations. Dr. Holtrop has  
more than 40 years of experience within the oil and gas exploration, drilling   
and production industry with a global hands-on background. Dr. Holtrop has a    
Ph.D. and a MSC in Mining Engineering from Delft University of Technology. He is
a citizen of the Netherlands.                                                   

    Kenton D. Miller. In October 2000, Mr. Miller became a Class C Director of
GREKA. Since 1991, Mr. Miller has maintained a private consulting practice      
specializing in management advisory services for a diverse group of petroleum   
related companies. His consulting services are oriented to improving financial  
performance for clients utilizing the combination of financial accounting with  
operations principles and providing assistance with strategic acquisitions or   
divestitures. Mr. Miller has 30 years of oil and gas experience in reservoir    
engineering, field operations and management, primarily with Ladd Petroleum     
Company, BP Amoco and Cities Service Oil Company. His management experience     
includes the successful drilling of the first commercial horizontal well in     
Oklahoma and the lead engineering of the early Beaufort Sea exploratory wells   
drilled. Mr. Miller has been a Registered Professional Petroleum Engineer since 
1984 and a Certified Public Accountant since 1994. He has a Bachelor of Science 
in Petroleum Engineering from the University of Tulsa. He is a citizen of the   
United States of America.                                                       

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   Dai Vaughan. Mr. Vaughan has been a Class C Director of GREKA since March
1999. He has been an independent management consultant since 1994 with          
concentrated experience in business plan development, implementation, and       
business turn-arounds. From 1985 until 1994, he was with Continental Airlines,  
most recently as Manager of Aircraft Acquisition. Mr. Vaughan has served in     
numerous positions in his 44 year career in the airline industry with Pan       
American Airlines, Eastern Airlines and finally Continental Airlines, including 
Systems Engineering, Aircraft Maintenance and Aircraft Acquisition. Mr. Vaughan 
received a HNC degree (B.S. equivalent) in Electrical Engineering. He is a      
citizen of the United States of America.                                        

    Brent E. Stromberg. Mr. Stromberg joined us in May 1999 as General Manager
- Refinery Operations and in March 2000 was appointed Vice President -          
Integrated Operations in Santa Maria, California. He was appointed Vice         
President-Downstream Operations in December 2001 and Vice President-Operations  
in July 2002. Presently, Mr. Stromberg is our Vice President-Downstream         
Operations. Mr. Stromberg's experience of 19 years in the management of crude   
oil operations includes 18 years with Petro Source Corporation/Crown Asphalt in 
Salt Lake City. From 1981 to 1999, he served in several management positions,   
including Santa Maria Project Manager, Transportation Manager, and Motor        
Gasoline Blending and Marketing Manager. Mr. Stromberg received a Bachelor of   
Arts in Business Management and a Masters in Business Administration Degree from
the University of Utah. He is a citizen of the United States of America.        

  Susan M. Whalen. Ms. Whalen served as General Counsel for Saba Petroleum
Company from 1997 until 1999, when Saba was acquired by GREKA. Following the    
acquisition she served as our Vice President of Legal & Corporate Affairs and as
Corporate Secretary. In October 2000 she was appointed Corporate Liaison to our 
Integrated Operations division and in August 2001 she was appointed our Vice    
President of Corporate Affairs. In July 2002, Ms. Whalen was appointed Vice     
President-Asset Management. On May 6, 2003, Ms Whalen was appointed a Class B   
Director of Greka filling a vacancy left by the death of George Andrews in March
2003. Prior to joining Saba in 1997, Ms. Whalen was involved in various         
niche-market product developments within the retail industry for 10 years. Ms.  
Whalen received her J.D. degree from Western State University - College of Law. 
She is a citizen of the United States of America.                               

  Richard "Sam" R. Lembcke. Mr. Lembcke joined us in February 2000 as Vice
President of the E&P Americas division and, after his appointment in December   
2001 as Vice President-Upstream Operations, he was appointed as Vice            
President-Business Development in July 2002. Presently, Mr. Lembcke is our Vice 
President-Upstream Operations. Mr. Lembcke possesses vast experience in the oil 
and gas industry that spans over 40 years. Throughout his tenure in the         
industry, he has held a series of positions with increasing responsibility,     
including President from 1996 to 2000 of Gulf Tech, a Louisiana focused oil and 
gas company, President and General Manager of Ultramar Oil & Gas Limited in     
Houston, Texas from 1989 to 1992, and as Vice President - Manager of Operations 
from 1983 to 1989. From 1978 to 1983, Mr. Lembcke served as Executive Vice      
President and Director for Marion Drilling Services Company. From 1960 to 1978, 
he served in several positions for Union Oil Company of California. Further, he 
has served as past President of the American Petroleum Institute and Society of 
Petroleum Engineers. Mr. Lembcke received a Bachelor of Science degree in       
Petroleum Engineering from the University of Oklahoma. He is a citizen of the   
United States of America.                                                       

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    Andrew de Vegvar. Mr. de Vegvar, who joined the Company in September 2002,
is the Company's Chief Financial Officer. Before joining the Company, Mr. de    
Vegvar was head of the western operations of GMAC Commercial Credit from 1992 to
2002. As the Executive Vice President for GMAC he managed a staff of 52 people  
active in both factoring and asset-based lending. He built and managed a        
portfolio of $700 million in this managerial role. Prior to GMAC, Mr. de Vegvar 
was the Managing Director of HomeFed Bank from 1990 to 1992 where he            
restructured the Credit Administration Division of HomeFed Bank, including the  
credit approval process, credit evaluation and the management of problem        
credits. Immediately prior, he was the Regional Vice President of Leveraged     
Finance for Citicorp. At Citicorp he managed a staff of 21 people responsible   
for sourcing and managing an asset based lending portfolio of over $600 million.
Mr. de Vegvar earned a BA from Brown University and an MBA from Wharton Graduate
School of Business. He is a citizen of the United States of America.            

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Item 16. Exhibits.                                                              

      99(a)(1)      Preliminary copy of Letter to Shareholders, incorporated
              by reference to Schedule 14A filed by Greka Energy
Corporation on June 4, 2003.        

99(a)(2)      Preliminary copy of Notice of Special Meeting of  
                   Shareholders, incorporated by reference to Schedule 14A
              filed by Greka Energy Corporation on June 4, 2003.

       99(a)(3)      Preliminary Proxy Statement, incorporated by reference to
                     Schedule 14A filed by Greka Energy Corporation on June 4,
2003.                               

      99(a)(4)      Form of Proxy, incorporated by reference to Schedule 14A
              filed by Greka Energy Corporation on June 4, 2003.

        99(a)(5)      Press Release issued by Greka Energy Corporation dated May
                   28, 2003, incorporated by reference to Exhibit 99.1 for
  form 8-K for event dated May 27, 2003.

      99(c)(1)      Opinion of CIBC Worlds Markets Corp. dated as of May 27,
                 2003 (included as Appendix B to the Preliminary Proxy
                    Statement, which is filed herewith as Exhibit 99(a)(3)).

       99(b)(2)      Fairness Opinion Presentation to the Special Committee of
                 the Board of Directors prepared by CIBC World Markets
Corp. dated May 27, 2003.           

      99(d)         Merger Agreement, dated as of May 27, 2003, by and among
                      Alexi Holdings Limited, Alexi Corporation and Greka Energy
                  Corporation (included as Appendix A to the Preliminary
               Proxy Statement, which is filed herewith as Exhibit
99(a)(3)).                          

       99(f)         Section 7-13-102 of the Colorado Business Corporation Law
            (included as Appendix C to the Preliminary Proxy
                    Statement, which is filed herewith as Exhibit 99(a)(3)).

99(g)         Form 10-K for the year ended December 31, 2002    
                     (incorporated by reference, commission file no. 0-20760).

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SIGNATURES                                                                      

   After due inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

Dated:  June 4, 2003                                                            
                      Greka Energy Corporation

                     By: /s/ Susan M. Whalen
                                 -----------------------------------
                   Name: Susan M. Whalen
                                       Title: Vice President of Asset Management

                    Alexi Holdings Limited

                       By: /s/ Randeep S. Grewal
                                 -----------------------------------
                     Name: Randeep S. Grewal
             Title: Director

               Alexi Corporation

                       By: /s/ Randeep S. Grewal
                                 -----------------------------------
                     Name: Randeep S. Grewal
                       Title: Authorized Officer

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EXHIBIT INDEX                                                                   

EXHIBIT                                                         
NUMBER                             DESCRIPTION                  
------                             -----------                  
99(a)(1)         Preliminary copy of Letter to Shareholders,    
                    incorporated by reference to Schedule 14A filed by
           Greka Energy Corporation on June 4, 2003.

 99(a)(2)         Preliminary copy of Notice of Special Meeting of
                         Shareholders, incorporated by reference to Schedule 14A
                    filed by Greka Energy Corporation on June 4, 2003.

       99(a)(3)         Preliminary Proxy Statement, incorporated by reference
                      to Schedule 14A filed by Greka Energy Corporation on
June 4, 2003.                 

     99(a)(4)         Form of Proxy, incorporated by reference to Schedule
                        14A filed by Greka Energy Corporation on June 4, 2003.

       99(a)(5)         Press Release issued by Greka Energy Corporation dated
                         May 28, 2003, incorporated by reference to Exhibit 99.1
            for form 8-K for event dated May 27, 2003.

        99(c)(1)         Opinion of CIBC World Markets Corp. dated as of May 27,
                       2003 (included as Appendix B to the Preliminary Proxy
               Statement, which is filed herewith as Exhibit
99(a)(3)).                    

       99(b)(2)         Fairness Opinion Presentation to the Special Committee
                  of the Board of Directors prepared by CIBC World
   Markets Corp. dated May 27, 2003.

   99(d)            Merger Agreement, dated as of May 27, 2003, by and
                     among Alexi Holdings Limited, Alexi Corporation and
                         Greka Energy Corporation (included as Appendix A to the
                         Preliminary Proxy Statement, which is filed herewith as
Exhibit 99(a)(3)).            

      99(f)            Section 7-13-102 of the Colorado Business Corporation
                      Law (included as Appendix C to the Preliminary Proxy
               Statement, which is filed herewith as Exhibit
99(a)(3)).                    

99(g)            Form 10-K for year ended December 31, 2002     
                 (incorporated by reference, commission file no.
0-20760).                     

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13E3 Filing		Date		First		Last			Other Filings
		12/31/02		8		10			NT 10-K, 10-K
		5/6/03		6
		5/27/03		3		10			8-K
		5/28/03		8		10			SC 13D/A, 8-K
Filed On / Filed As Of		6/4/03		2		10			PRE 14A
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