Schedule 13G

0000950123-11-007146.txt : 20110131 0000950123-11-007146.hdr.sgml : 20110131 20110131134125 ACCESSION NUMBER: 0000950123-11-007146 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110131 DATE AS OF CHANGE: 20110131 GROUP MEMBERS: JAMES F. ADELSON GROUP MEMBERS: NADEL AND GUSSMAN ENERGY, LLC GROUP MEMBERS: STEPHEN J. HEYMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPINDLETOP OIL & GAS CO CENTRAL INDEX KEY: 0000867038 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752063001 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57273 FILM NUMBER: 11558825 BUSINESS ADDRESS: STREET 1: 12850 SPURLING RD. STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75230-1279 BUSINESS PHONE: 9726442581 MAIL ADDRESS: STREET 1: 12850 SPURLING RD. STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75230-1279 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NADEL & GUSSMAN ENERGY, LLC CENTRAL INDEX KEY: 0001320912 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 15 EAST 15TH STREET, SUITE 3200 CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 918-583-3333 MAIL ADDRESS: STREET 1: 15 EAST 15TH STREET, SUITE 3200 CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: Nadel & Gussman Energy, LLC DATE OF NAME CHANGE: 20050316 SC 13G 1 c11656sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

SPINDLETOP OIL & GAS CO.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

848550208

(CUSIP Number)

January 19, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).


CUSIP No.		848550208


1	NAMES OF REPORTING PERSONS NADEL AND GUSSMAN ENERGY, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Oklahoma

		5	SOLE VOTING POWER

NUMBER OF			700,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			700,000

WITH:		8	SHARED DISPOSITIVE POWER

			-0-

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)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		848550208


1	NAMES OF REPORTING PERSONS STEPHEN J. HEYMAN


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			700,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

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)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		848550208


1	NAMES OF REPORTING PERSONS JAMES F. ADELSON


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			700,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

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)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		848550208

SCHEDULE 13G


Item 1(a)		Name of Issuer.


		Spindletop Oil & Gas Co. (“Issuer”)


Item 1(b)		Address of Issuer’s Principal Executive Offices.


		12850 Spurling Rd., Suite 200, Dallas, Texas 75230


Item 2(a)		Name of Person Filing.


		This joint statement on Schedule 13G is being filed by Nadel and Gussman Energy, LLC, Stephen J. Heyman and James F. Adelson (the “Reporting Persons”). Messrs. Heyman and Adelson are the managers of Nadel and Gussman Energy, LLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.


Item 2(b)		Address of Principal Business Office, or, if none, Residence.


		The principal business address of each of the Reporting Persons is 15 East 5th Street, Suite 3200, Tulsa, Oklahoma 74103.


Item 2(c)		Citizenship or Place of Organization.


		Nadel and Gussman Energy, LLC, is an Oklahoma limited liability company. Messrs. Heyman and Adelson are U.S. citizens.


Item 2(d)		Title of Class of Securities.


		Common Stock, par value $0.01 per share (“Common Stock”)


Item 2(e)		CUSIP Number.


		848550208


Item 3		Reporting Person.


		Not applicable; the Reporting Persons are filing pursuant to Rule 13d-1(c).


Item 4		Ownership.


		See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2.

	(a)		The Reporting Persons beneficially own 700,000 shares of Common Stock of the Issuer.

	(b)		The Reporting Persons beneficially own 9.2% of the total number of shares of Common Stock outstanding, based upon an aggregate of 7,630,803 shares of Common Stock outstanding as of November 15, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010.


CUSIP No.		848550208


	(c)		See Items 5 -8 on the cover page for each Reporting Person


Item 5		Ownership of Five Percent or Less of a Class.


		Not applicable.


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.

By signing below the undersigned certify that, to the best of our 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.


CUSIP No.		848550208

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2011.


	Nadel and Gussman Energy, LLC
	By:	/s/ James F. Adelson
		James F. Adelson, Manager



	/s/ James F. Adelson
	James F. Adelson



	/s/ Stephen J. Heyman
	Stephen J. Heyman

EX-99.1 2 c11656exv99w1.htm EXHIBIT 1 Exhibit 1


CUSIP No.		848550208

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree, as of January 31, 2011, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Spindletop Oil & Gas Co., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.


	Nadel and Gussman Energy, LLC
	By:	/s/ James F. Adelson
		James F. Adelson, Manager



	/s/ James F. Adelson
	James F. Adelson



	/s/ Stephen J. Heyman
	Stephen J. Heyman