-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QzsAMeJkQdERKzV4fPKrtL3KqkwKdj60VzowqF1RXDjA150kB/QEtTHNztjxMKXg 353gMSjKNOiOUgYVr31qwA== 0000898430-95-001246.txt : 199507120000898430-95-001246.hdr.sgml : 19950712 ACCESSION NUMBER: 0000898430-95-001246 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950710 SROS: NASD GROUP MEMBERS: ARILD BOE GROUP MEMBERS: ARNFIN HAAVIK GROUP MEMBERS: ASE MOE TORVANGER GROUP MEMBERS: CLARKE JOHN T GROUP MEMBERS: EINAR BANDLIEN GROUP MEMBERS: FIONA KEAY BICHAN GROUP MEMBERS: HERBERT ROY BICHAN GROUP MEMBERS: JOHN T. CLARKE GROUP MEMBERS: NILS N. TRULSVIK GROUP MEMBERS: OISTEIN NYBERG GROUP MEMBERS: OLVE TORVANGER GROUP MEMBERS: SVEIN E. JOHANSEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOUNTAIN OIL INC CENTRAL INDEX KEY: 0000310316 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 910881481 STATE OF INCORPORATION: OK FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33710 FILM NUMBER: 95553097 BUSINESS ADDRESS: STREET 1: 1023 W 23RD ST CITY: TULSA STATE: OK ZIP: 74107-2819 BUSINESS PHONE: 9185827299 MAIL ADDRESS: STREET 1: 1023 W 23RD STREET CITY: TULSA STATE: OK ZIP: 74107-2819 FORMER COMPANY: FORMER CONFORMED NAME: ELECTROMAGNETIC OIL RECOVERY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ORS CORP /OK/ DATE OF NAME CHANGE: 19910515 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL ENERGY CORP/OK DATE OF NAME CHANGE: 19860915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARKE JOHN T CENTRAL INDEX KEY: 0000945790 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 29 CHESHAM PLACE STREET 2: SW1X 8HL CITY: LONDON SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 1) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* FOUNTAIN OIL INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 35075K101 ----------------------------------------- (CUSIP Number) JOHN T. CLARKE, 29 CHESHAM PLACE, LONDON SW1X 8HL ENGLAND, 011-44-71-235-2295 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 4, 1995 ------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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 page(s)) Page 1 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Einar Bandlien 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 179,968 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 179,968 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,968 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.71% 14. TYPE OF REPORTING PERSON IN Page 2 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Herbert Roy Bichan 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 British 7. SOLE VOTING POWER 18,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 18,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .17% 14. TYPE OF REPORTING PERSON IN Page 3 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fiona Keay Bichan 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 British 7. SOLE VOTING POWER 30,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 30,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .29% 14. TYPE OF REPORTING PERSON IN Page 4 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arild Boe 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF/OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Norwegian 7. SOLE VOTING POWER 132,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 132,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% 14. TYPE OF REPORTING PERSON IN Page 5 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Thomas Clarke 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 British 7. SOLE VOTING POWER 85,450 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 85,450 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,450 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .81% 14. TYPE OF REPORTING PERSON IN Page 6 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arnfin Haavik 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 168,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 168,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.60% 14. TYPE OF REPORTING PERSON IN Page 7 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Svein E. Johansen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 175,161 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 175,161 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,161 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.67% 14. TYPE OF REPORTING PERSON IN Page 8 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oistein Nyberg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 176,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 176,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.67% 14. TYPE OF REPORTING PERSON IN Page 9 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ase Moe Torvanger 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 132,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 132,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.26% 14. TYPE OF REPORTING PERSON IN Page 10 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Olve Torvanger 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 36,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 36,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .34% 14. TYPE OF REPORTING PERSON IN Page 11 of 19 Pages CUSIP No. 35075K101 --------- 13D 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nils N. Trulsvik 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 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 Norwegian 7. SOLE VOTING POWER 202,900 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 202,900 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.93% 14. TYPE OF REPORTING PERSON IN Page 12 of 19 Pages AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D updates information concerning persons (the "Reporting Persons") who filed a Schedule 13D dated August 17, 1994 ("1994 Schedule") with respect to the securities of Electromagnetic Oil Recovery, Inc. and terminates the existence of the group identified in the 1994 Schedule. Item 1. Security and Issuer ------------------- This Schedule 13D relates to the Common Stock, $.10 par value, of Fountain Oil Incorporated, a Delaware corporation (the "Company"). The Company's principal executive offices are located at 1400 Broadfield, Suite 200, Houston, Texas 77084. The Company is the successor registrant to Electromagnetic Oil Recovery, Inc. an Oklahoma corporation ("EORI"). Effective December 16, 1994, EORI changed its name and state of incorporation from Oklahoma to Delaware by merging into the Company. In connection with such merger, the Company effected a 1-for-25 reverse stock split of its outstanding shares of Common Stock. The information set forth in this Amendment No. 1 to Schedule 13D has been adjusted to give affect to such reverse stock split. Item 2. Identity and Background ----------------------- The following information is provided with respect to the Reporting Persons. Einar Bandlien -------------- Occupation: Vice President and Director, Fountain Oil Incorporated Address: Bleikerveien 17 1370 Asker, Norway Citizenship: Norwegian Page 13 of 19 Pages Arnfin Haavik ------------- Occupation: Executive Vice President and Chief Financial Officer, Fountain Oil Incorporated Address: 29 Chesham Place London, England SW1X 8HL Citizenship: Norwegian Svein E. Johansen ----------------- Occupation: Executive Vice President, Fountain Oil Incorporated Address: Bleikerveien 17 1370 Asker, Norway Citizenship: Norwegian Oistein Nyberg -------------- Occupation: President and Chief Executive Officer, Fountain Oil Incorporated Address: 29 Chesham Place London, England SW1X 8HL Citizenship: Norwegian Nils N. Trulsvik ---------------- Occupation: Executive Vice President and Director, Fountain Oil Incorporated Address: Bleikerveien 17 1370 Asker, Norway Citizenship: Norwegian Herbert Roy Bichan ------------------ Occupation: Business Consultant Address: 33 Allanson Road Rhos-on-Sea Colwyn Bay Clwyd North Wales LL28 4HL United Kingdom Citizenship: British Page 14 of 19 Pages Fiona Keay Bichan ----------------- Occupation: Health Visitor Address: 33 Allanson Road Rhos-on-Sea Colwyn Bay Clwyd North Wales LL28 4HL United Kingdom Citizenship: British Arild Boe --------- Occupation: Managing Director, Petec A/S (reservoir consultants) Address: Gamle Forusvei 17 4000 Stavanger Norway Citizenship: Norwegian John Thomas Clarke ------------------ Occupation: Chairman, Specialized Health Products, Inc. Address: 29 Chesham Place London SW1X 8HL Citizenship: British Ase Moe Torvanger ----------------- Occupation: Director, National Council of Norwegian Heritage Address: Otto Blehrsvei 34 1315 Nesoeya Norway Citizenship: Norwegian Olve Torvanger -------------- Occupation: Director, PGS A/S (seismic contractor) Address: Otto Blehrsvei 34 1315 Nesoeya Norway Citizenship: Norwegian Page 15 of 19 Pages During the last five years, no Reporting Person (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Each of Einar Bandlien, Fiona Bichan, John T. Clarke, Arnfin Haavik, Svein Johansen, Oistein Nyberg, Ase Torvanger and Nils Trulsvik has agreed to transfer two units, each unit consisting of 4,000 shares of the Company's Common Stock and warrants to purchase 2,000 shares of the Company's Common Stock, at a price representing the transferor's cost of $4,500 per unit, to Arild Boe. Mr. Boe paid for such units by delivering a promissory note dated May 4, 1995 in the principal amount of $9,000 to each transferor. The form of promissory note is filed as Exhibit 2 hereto and is hereby incorporated herein by reference. Item 4. Purpose of Transaction ---------------------- As stated in the 1994 Schedule, the Reporting Persons acted together for the purpose of acquiring securities of the Company and obtaining representation on the Company's Board of Directors. Certain of the Reporting Persons have since become officers and directors of the Company. See Item 2 hereof. Since the purposes for which the group was formed have been accomplished, the group is now disbanded. Item 5. Interest in Securities of the Issuer ------------------------------------
Common Warrants Options % Name (1) Stock (2) (3) (4) - ----------------- ------ -------- ------- ----- Einar Bandlien 91,968 44,000 44,000 1.71 Fiona Bichan 20,000 10,000 -- .29 Herbert R. Bichan 12,000 6,000 -- .17 Arild Boe 88,000 44,000 -- 1.26 John T. Clarke 13,450 4,000 68,000 .81 Arnfin Haavik 88,000 44,000 36,000 1.60 Svein E. Johansen 91,161 44,000 40,000 1.67 Oistein Nyberg 88,000 44,000 44,000 1.67 Ase Moe Torvanger 88,000 44,000 -- 1.26 Olve Torvanger -- -- 36,000 .34 Nils N. Trulsvik 98,900(5) 44,000 60,000 1.93 - -----------
(1) Except as set forth in Note 5, each person has sole power to vote and to dispose of his or her securities. Each of Ase Moe Torvanger and Olve Torvanger, and Fiona Bichan and Herbert Roy Bichan, are wife and husband; each such person's holdings do not include his or her spouse's holdings. Page 16 of 19 Pages (2) The warrants are exercisable for $1.50 per share until November 3, 1997. (3) The options are exercisable for $1.50 per share until August 17, 1999, but only so long as the optionee is providing, or within six months of exercise has provided, services to the Company as an officer, director, employee, consultant or advisor. (4) The percentage owned by each person was determined by dividing (i) the aggregate of the Common Stock, warrants and options owned by such person by (ii) the sum of (a) 10,428,731 (the shares of Common Stock outstanding as of May 31, 1995 as advised by the Company) and (b) the number of warrants and options held by such person. (5) Includes 8,000 shares owned by Mr. Trulsvik's sons, as to which shares Mr. Trulsvik disclaims beneficial ownership. See Item 3 for a description of transactions in the Company's Common Stock during the past 60 days. In addition, on each of March 16, 1995 and April 7, 1995, Mr. Trulsvik transferred 4,000 shares to his sons as a gift. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------ See Item 3 hereof. Item 7. Material to be Filed as Exhibits -------------------------------- The following are filed as Exhibits hereto: 1. Agreement regarding joint filing is contained on the signature page hereof. 2. Form of Promissory Note executed by Arild Boe. Page 17 of 19 Pages SIGNATURES 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. I agree that this Schedule 13D is filed on behalf of each of the undersigned. July 10, 1995 /S/ Einar Bandlien /S/ Svein E. Johansen - ------------------------------ ------------------------------- Einar Bandlien Svein E. Johansen /S/ Arild Boe /S/ Oistein Nyberg - ------------------------------ ------------------------------- Arild Boe Oistein Nyberg /S/ Ase Moe Torvanger /S/ Olve Torvanger - ------------------------------ ------------------------------- Ase Moe Torvanger Olve Torvanger /S/ Arnfin Haavik /S/ Nils N. Trulsvik - ------------------------------ ------------------------------- Arnfin Haavik Nils N. Trulsvik /S/ Fiona Keay Bichan /S/ John T. Clarke - ------------------------------ ------------------------------- Fiona Keay Bichan John T. Clarke /S/ Herbert Roy Bichan - ------------------------------ Herbert Roy Bichan Page 18 of 19 Pages LOAN NOTE This Loan Note records the debt of a principal amount of USD 9,000 ("the Debt") owed by Arild Boe of Foeroygata 49, 4009 Stavanger, Norway to * The Debt shall carry interest at the rate of 10% per annum with effect from 16th August, 1994 and such interest shall be paid upon repayment of the Debt. The Debt shall be secured by 8,000 shares of Common Stock and warrants to purchase 4,000 shares of Common Stock at USD 1.50 per share in Fountain Oil Incorporated ("the pledged securities"). The Debt together with accrued interest shall be repaid no later than 31st December, 1996 or, if earlier, upon sale of the pledged securities. Signed by: /S/ Arild Boe ------------------------- Arild Boe Dated: 4 May 1995 ------------------------- * Einar H. Bandlien of Solvangveien 30, 1370 Asker, Norway. Arnfin Haavik of Bastadryggen 20, 1370 Asker, Norway. John Clarke of 4 Butterworth Gardens, Monkhans Grove, Woodford Green, Essex 1G8 0BJ, England. Oinstein Nyberg of Nedre Varden 14, 4050 Sola, Norway. Olve Torvanger of Otto Blehrs vei 34, 1315 Nesoya, Norway. Svein E. Johansen of Hemingveien 12 B, 0385 Oslo, Norway. Fiona Bichan, 33 Allanson Road Rhos-on-Sea, Colwyn Bay, Clwyd, North Wales LL28 4HL, England. Nils N. Trulsvik of Oscarsgate 79, 0256 Oslo, Norway. EXHIBIT 2 Page 19 of 19 Pages -----END PRIVACY-ENHANCED MESSAGE-----