-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCvWeU2OVc14KzvzWZPfIxXBCmapSNccjx/X5jkQnTCO5bWA03+35lpeWnT/dbxA gRfJlIINZyUb5uo35FfdNg== 0000950150-99-001040.txt : 19990903 0000950150-99-001040.hdr.sgml : 19990903 ACCESSION NUMBER: 0000950150-99-001040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990902 GROUP MEMBERS: IAN ILSLEY GROUP MEMBERS: J.F. RUSSELL HAMMOND GROUP MEMBERS: LESLIE R BEDDOES JR GROUP MEMBERS: MICHAEL R. BINNION GROUP MEMBERS: PROVINCIAL SECURITIES LTD GROUP MEMBERS: SIMON BATCUP GROUP MEMBERS: TERRENEX ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANARGO ENERGY CORP CENTRAL INDEX KEY: 0000310316 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 910881481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33710 FILM NUMBER: 99705208 BUSINESS ADDRESS: STREET 1: 1400 BROADFIELD BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77084-5163 BUSINESS PHONE: 4037771185 MAIL ADDRESS: STREET 1: 1400 BROADFIELD BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 777084-516 FORMER COMPANY: FORMER CONFORMED NAME: FOUNTAIN OIL INC DATE OF NAME CHANGE: 19950119 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROVINCIAL SECURITIES LTD CENTRAL INDEX KEY: 0001066882 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 607 GILBERT HOUSE BARBICAN STREET 2: LONDON ENGLAND CITY: EC2Y8BD MAIL ADDRESS: STREET 1: 607 GILBERT HOUSE STREET 2: BARBICAN LONDON CITY: ENGLAND EC2 Y8BD SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 2)(1) CANARGO ENERGY CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 137225 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) J.F. RUSSELL HAMMOND PROVINCIAL SECURITIES LTD. 607 GILBERT HOUSE, BARBICAN, LONDON EC2Y 8BD ENGLAND 44-171-628-6184 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 6, 1999 - -------------------------------------------------------------------------------- (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 [ ]. Page 1 of 18 Pages - ------------- (1) 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 Act of 1934 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). 2 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 2 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PROVINCIAL SECURITIES LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION LIBERIA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,671,250 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 1,671,250 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,671,250 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- 3 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 3 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) J.F. RUSSELL HAMMOND - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED KINGDOM - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 43,750 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 5,613,476 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 43,750 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,613,476 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,657,226 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN, IA - -------------------------------------------------------------------------------- 4 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 4 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) IAN ILSLEY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED KINGDOM - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 1,671,250 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,671,250 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,671,250 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 5 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 5 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TERRENEX ACQUISITION CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ALBERTA, CANADA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 3,942,226 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 3,942,226 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,942,226 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IV - -------------------------------------------------------------------------------- 6 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 6 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MICHAEL R. BINNION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 561,633 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 3,947,226 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 561,633 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,947,226 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,508,859 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 7 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 7 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SIMON BATCUP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 3,942,226 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,942,226 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,942,226 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 8 - ------------------------------- --------------------------------- CUSIP NO. 137225 10 8 13D PAGE 8 OF 18 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) LESLIE R BEDDOES JR - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA AND USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 3,942,226 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,942,226 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,942,226 - -------------------------------------------------------------------------------- 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 9 Page 9 of 18 ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock, par value $.10 per share (the "Common Stock"), issued by CanArgo Energy Corporation, a Delaware corporation ("CanArgo"). The principal offices of CanArgo are located at Suite 1580, 727 Seventh Avenue S.W., Calgary, Alberta, Canada T2P 0Z5. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Provincial Securities Ltd., a Liberia corporation ("Provincial"), J.F. Russell Hammond ("JFRH"), Ian Ilsley, Terrenex Acquisition Corporation, an Alberta corporation ("Terrenex"), Michael R. Binnion ("MRB"), Simon Batcup ("SB") and Leslie R. Beddoes, Jr. ("LRB"). Provincial's principal business is as a private investment company. Provincial's principal business and principal office address is 57 Rue Grimaldi, Monte Carlo MC 98000 Monaco. Provincial owns approximately 19% of the outstanding shares of Terrenex. JFRH is a Director of CanArgo, an investment adviser to Provincial and Chairman of Terrenex. The activities associated with these positions constitute the principal occupation of JFRH. JFRH is a citizen of the United Kingdom, and his principal business address is 607 Gilbert House, Barbican, London EC2Y 8BD, England. Ian Ilsley is the sole director of Provincial and managing director of B.A.S.E. SAM, a financial management and advisory company in Monaco. The activities associated with these positions constitute the principal occupation of Ian Ilsley. Ian Ilsley is a citizen of United Kingdom, and his principal business address is Provincial's business address listed above. Terrenex's principal business is as an Alberta Stock Exchange listed investment company. Terrenex's principal business and principal office address is Suite 1580, 727 Seventh Avenue S.W., Calgary, Alberta, Canada T2P 0Z5. MRB is President, Director and Chief Financial Officer of CanArgo. The activities associated with these positions constitute the principal occupation and employment of MRB. MRB is also President, Director, Chief Financial Officer and holder of approximately 7% of the outstanding shares of Terrenex and the sole director and beneficial owner of Ruperts Crossing, an Alberta corporation ("Ruperts"), whose principal business is as a private investment company. MRB is a citizen of Canada, and his principal business address is CanArgo's business address listed above. SB and LRB became directors of Terrenex on January 11, 1999 and July 23, 1999, respectively. SB is Vice President of FinTech Services Limited and LRB is an international petroleum consultant. These positions constitute the principal occupation and employment of these individuals, respectively. SB is a citizen of Canada and his principal business address is Suite 900, 703 - 6th Avenue S.W., Calgary, Alberta, Canada T2P 0T9. LRB is a citizen of both Canada and the United States and his principal business address is 2946 Tudor Avenue, Victoria, British Columbia, Canada V8N 1M1. 10 Page 10 of 18 Gerold Fong is Vice President, Exploration of Terrenex and an independent geophysical consultant. These positions constitute the principal occupation and employment of Gerold Fong. Gerold Fong is a citizen of Canada and his principal business address is 199 Edgebrook Circle NW, Calgary, Alberta, Canada T3A 5A3. During the last five years, none of Provincial, JFRH, Ian Ilsley, Terrenex, MRB, SB, LRB and Gerold Fong has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and during such period none has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which was to subject the person 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. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 15, 1998, CanArgo completed the acquisition of all of the common stock of CanArgo Oil & Gas Inc. ("CAOG") for consideration payable in Common Stock. On completion of the acquisition, CAOG became a subsidiary of CanArgo, and each previously outstanding share of CAOG common stock was converted into 0.8 Exchangeable Shares of CAOG. The Exchangeable Shares are exchangeable generally at the option of the holders for Common Stock of CanArgo on a share-for-share basis and entitle the holders to dividends and other rights economically equivalent to those to which holders of Common Stock of CanArgo are entitled. This Schedule 13D was originally filed to report the beneficial ownership of the Reporting Persons as a result of the acquisition. The following table lists Provincial, Terrenex, Ruperts and MRB's holdings in CAOG Exchangeable Shares at July 15, 1998:
----------------------------------------------------------------- HOLDER EXCHANGEABLE SOURCE SHARES (1) ----------------------------------------------------------------- Provincial 1,671,250 Working Capital ----------------------------------------------------------------- Terrenex 1,820,031 Working Capital ----------------------------------------------------------------- Ruperts 194,842 Working Capital ----------------------------------------------------------------- MRB 13,792 Personal Funds -----------------------------------------------------------------
(1) Exchangeable Shares held which may be exchanged for shares of Common Stock of CanArgo on a share-for-share basis. CAOG Special Warrants were issued to investors on October 30, 1997 in a private placement under the CAOG Special Warrant Indenture. Each CAOG Special Warrant was exercisable without payment of any additional consideration for one unit consisting of 1.1 CAOG common shares and 0.55 CAOG Stock Purchase Warrants. All of the CAOG Special Warrants which had not been exercised on or before April 30, 1999 were automatically exercised on that date. Terrenex held 574,200 CAOG Special Warrants at July 15, 1998 which were exercisable for 459,360 Exchangeable Shares and 229,680 CAOG Stock Purchase Warrants exercisable at an exercise price of CDN $3.25 through November 1, 1999 (Series A). The CAOG Special Warrants were acquired by Terrenex in 1997 utilizing its working capital for CDN $2.20 per CAOG Special Warrant. 11 Page 11 of 18 Holders of CAOG Stock Purchase Warrants also have the right to purchase 0.8 Exchangeable Shares for each CAOG Stock Purchase Warrant held. Terrenex held 40,000 CAOG Stock Purchase Warrants at July 15, 1998 which were exercisable for 32,000 Exchangeable Shares at an exercise price of CDN $2.875 per Exchangeable Share through July 31, 1999 (Series B). These CAOG Stock Purchase Warrants (Series B) expired unexercised. At the date of the acquisition, CAOG had a stock option plan that was later adopted by CanArgo. On July 15, 1998, each existing option granted under CAOG's stock option plan was converted into the right to purchase 0.8 shares of Common Stock at an exercise price of US $1.85 per share through July 1, 2002, according to a three-year vesting schedule under which 1/12th of the optioned shares vested at the end of each 3-month period beginning six months from the date of grant. JFRH and MRB held options under the CAOG plan to purchase 60,000 shares and 140,000 shares of CanArgo's Common Stock, respectively, at July 15, 1998, of which 15,000 and 35,000, respectively, were exercisable at July 15, 1998. Of these options held by JFRH and MRB, 40,000 and 93,333, respectively, are exercisable within sixty days of the date of this amendment to Schedule 13D. To the extent JFRH and MRB exercise these options, both presently intend to utilize personal funds. At July 15, 1998, JFRH was granted an option to purchase 3,750 shares of Common Stock of CanArgo at an exercise price of US $1.00 per share through July 14, 2001 that became 100% vested at January 16, 1999. The option was granted to JFRH under CanArgo's 1995 Long-Term Incentive Plan. To the extent JFRH exercises the option, he intends to utilize personal funds. The following transaction by Provincial was effected since the date of the original filing of this Schedule 13D: 1. On January 19, 1999, Provincial exchanged 1,671,250 Exchangeable Shares on a share-for-share basis for 1,671,250 shares of Common Stock for no consideration. The following transactions by JFRH were effected since the date of the original filing of this Schedule 13D: 1. On June 16, 1999, JFRH was granted stock options to acquire 3,750 shares of Common Stock at an exercise price of US $0.31 per share through June 15, 2002; these options are not exercisable within the next 60 days. 2. On July 21, 1999, JFRH was granted stock options to acquire 7,500 shares of Common Stock at an exercise price of US $0.275 per share through July 20, 2004, the exercise of which is conditioned upon stockholder approval, at the next stockholders meeting, of an amendment to the 1995 Long-Term Incentive Plan to permit outside directors to participate generally in such plan. 12 Page 12 of 18 The following transactions by Terrenex were effected since the date of the original filing of this Schedule 13D: 1. On November 30, 1998, Terrenex (i) acquired 88,000 Exchangeable Shares and 44,000 CAOG Stock Purchase Warrants entitling Terrenex to purchase 44,000 Exchangeable Shares at an exercise price of CDN $3.25 per Exchangeable Share through November 1, 1999 through the exercise of 110,000 CAOG Special Warrants for no consideration and (ii) exchanged 1,908,031 Exchangeable Shares on a share-for-share basis for 1,908,031 shares of Common Stock for no consideration. 2. On April 30, 1999, Terrenex acquired 371,360 Exchangeable Shares and 185,680 CAOG Stock Purchase Warrants entitling it to purchase 185,680 Exchangeable Shares at an exercise price of CDN $3.25 per Exchangeable Share through November 1, 1999 upon the automatic exercise of 464,200 CAOG Special Warrants for no consideration. 3. On May 17, 1999, Terrenex exchanged 371,360 Exchangeable Shares on a share-for-share basis for 371,360 shares of Common Stock for no consideration. 4. On July 31, 1999, 40,000 CAOG Stock Purchase Warrants entitling Terrenex to purchase 32,000 Exchangeable Shares at an exercise price of CDN $2.875 per Exchangeable Share through July 31, 1999 expired without exercise. 5. On August 6, 1999, Terrenex purchased 1,433,155 shares of Common Stock in CanArgo's public offering at a price of $0.30 per share utilizing its working capital. The following transactions by MRB and Ruperts were effected since the date of the original filing of this Schedule 13D: 1. On July 17, 1998, MRB was granted stock options to acquire 170,000 shares of Common Stock at an exercise price of US $1.25 per share through July 16, 2008; options to acquire 56,666 of these shares are exercisable within the next 60 days. 2. On October 7, 1998, MRB was granted stock options to acquire 72,000 shares of Common Stock at an exercise price of US $0.688 per share through October 6, 2008; options to acquire 24,000 of these shares are exercisable within the next 60 days. 3. On November 23, 1998, MRB purchased 5,000 shares of Common Stock in the open market at $0.52 per share utilizing personal funds. 4. On December 9, 1998, MRB purchased 5,000 and 14,000 shares of Common Stock in the open market at $0.375 and $0.25 per share, respectively, utilizing personal funds. 13 Page 13 of 18 5. On February 3, 1999, Ruperts exchanged 194,842 Exchangeable Shares on a share-for-share basis for 194,842 shares of Common Stock for no consideration. 6. On April 1, 1999, MRB exchanged 13,792 Exchangeable Shares on a share-for-share basis for 13,792 shares of Common Stock for no consideration. 7. On July 21, 1999, MRB was granted stock options to acquire 18,000 shares of Common Stock at an exercise price of US $0.275 per share through July 20, 2004; these options are not exercisable within the next 60 days. 8. On July 21, 1999, MRB purchased 5,000 shares of Common Stock in the open market at $0.30 per share utilizing personal funds. 9. On August 5, 1999, MRB purchased 5,000 shares of Common Stock in the open market at $0.29 per share for the account of his minor daughter utilizing personal funds. 10. On August 6, 1999, MRB purchased 150,000 shares of Common Stock in CanArgo's public offering at a price of $0.30 per share utilizing personal funds. ITEM 4. PURPOSE OF TRANSACTION. Provincial, JFRH, Terrenex, MRB and Ruperts acquired their beneficial ownership of shares of Common Stock of CanArgo with the intention to hold such securities for investment purposes. To the extent JFRH, Terrenex and MRB acquire shares of Common Stock of CanArgo by exercise of CAOG Stock Purchase Warrants or stock options, each of JFRH, Terrenex and MRB intend to hold such securities or investment purposes. Provincial, JFRH, Terrenex and MRB may also acquire additional shares of Common Stock for investment purposes from time to time, although they do not have any present plans to do so. Provincial, JFRH, Ian Ilsley, Terrenex, MRB, Ruperts, SB and LRB currently have no plans for proposals which relate to or would result in: the acquisition or disposition by any person of additional securities of the issuer; any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving CanArgo or any subsidiary of CanArgo; the sale or transfer of a material amount of assets of CanArgo or any of its subsidiaries; any change in CanArgo's present Board of Directors or management, including any plans or proposal to change the number or term of directors or to fill any existing vacancies on the board; any material change in CanArgo's capitalization (other than a reverse stock split approved by CanArgo's stockholders and subject to implementation by its Board of Directors), or dividend policy or in CanArgo's business or corporate structure; any changes in CanArgo's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of CanArgo by any person; causing a class of securities of CanArgo being delisted 14 Page 14 of 18 from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of CanArgo becoming eligible for termination of registration pursuant to Section 12 (g) (4) of the Securities Exchange Act of 1934, as amended; or any similar action. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. Provincial holds 1,671,250 shares of Common Stock of CanArgo which represent 5.2% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. Provincial has the sole power to direct the vote or disposition for the 1,671,250 shares of Common Stock. Provincial would exercise its power to direct the vote or disposition of such securities through its sole director, Ian Ilsley, in accordance of the advice of its investment adviser, JFRH. JFRH has beneficial ownership of 5,657,226 shares of Common Stock of CanArgo which represent 17.5% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. JFRH would expect to have the sole power to direct the vote or disposition of any shares of Common Stock of CanArgo acquired by him pursuant to the exercise of the 43,750 options owned by him that are exercisable within the next 60 days. As an investment advisor to Provincial, JFRH shares with Ian Ilsley the power to direct the vote or disposition for 1,671,250 shares of Common Stock of CanArgo owned by Provincial. As a director of Terrenex, JFRH shares with MRB, SB and LRB the power to direct the vote or disposition for an aggregate of 3,942,226 shares of Common Stock of CanArgo owned by Terrenex or which could be acquired by Terrenex within the next 60 days. The following transactions by JFRH were effected during the past 60 days: 1. On June 16, 1999, JFRH was granted stock options to acquire 3,750 shares of Common Stock at an exercise price of US $0.31 per share through June 15, 2002; these options are not exercisable within the next 60 days. 2. On July 21, 1999, JFRH was granted stock options to acquire 7,500 shares of Common Stock at an exercise price of US $0.275 per share through July 20, 2004, the exercise of which is conditioned upon stockholder approval, at the next stockholders meeting, of an amendment to the 1995 Long-Term Incentive Plan to permit outside directors to participate generally in such plan. Ian Ilsley has beneficial ownership of 1,671,250 shares of Common Stock of CanArgo which represent 5.2% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. As the sole director of Provincial, Ian Ilsley shares with JFRH the power to direct the vote or disposition for 1,671,250 shares of Common Stock of CanArgo owned by Provincial. Terrenex has beneficial ownership of 3,942,226 shares of Common Stock of CanArgo which represent 12.2% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. Terrenex has the sole power to direct the vote or disposition for 3,712,546 shares of 15 Page 15 of 18 Common Stock owned by Terrenex. Terrenex would expect to have the sole power to direct the vote or disposition of any shares of Common Stock acquired by Terrenex pursuant to the CAOG Stock Purchase Warrants. Pursuant to the CAOG Stock Purchase Warrants, Terrenex has the right to purchase 229,680 shares of Common Stock of CanArgo. Terrenex would exercise its power to direct the vote or disposition of such securities through its Board of Directors. The following transactions by Terrenex were effected during the past 60 days: 1. On July 31, 1999, 40,000 CAOG Stock Purchase Warrants entitling Terrenex to purchase 32,000 Exchangeable Shares at an exercise price of CDN $2.875 per Exchangeable Share through July 31, 1999 expired without exercise. 2. On August 6, 1999, Terrenex purchased 1,433,155 shares of Common Stock in CanArgo's public offering at a price of $0.30 per share utilizing its working capital. MRB has beneficial ownership of 4,508,859 shares of Common Stock of CanArgo which represent 13.9% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. MRB has the sole power to direct the vote or disposition for 192,792 shares of Common Stock owned by him. MRB would expect to have the sole power to direct the vote or disposition of any shares of Common Stock acquired by him pursuant to the exercise of the 173,999 options owned by him that are exercisable within the next 60 days. As the sole director of Ruperts, MRB has the sole power to direct the vote or disposition for 194,842 shares of Common Stock of CanArgo owned by Ruperts. MRB shares power with his spouse to direct the vote or disposition for 5,000 shares of Common Stock owned by his minor daughter. As a director of Terrenex, MRB shares with JFRH, SB and LRB the power to direct the vote or disposition for an aggregate of 3,942,226 shares of Common Stock owned by Terrenex or which could be acquired by Terrenex within the next 60 days. The following transactions by MRB were effected during the past 60 days: 1. On July 21, 1999, MRB was granted stock options to acquire 18,000 shares of Common Stock at an exercise price of US $0.275 per share through July 20, 2004; these options are not exercisable within the next 60 days. 2. On July 21, 1999, MRB purchased 5,000 shares of Common Stock in the open market at $0.30 per share utilizing personal funds. 3. On August 5, 1999, MRB purchased 5,000 shares of Common Stock in the open market at $0.29 per share for the account of his minor daughter utilizing personal funds. 4. On August 6, 1999, MRB purchased 150,000 shares of Common Stock in CanArgo's public offering at a price of $0.30 per share utilizing personal funds. SB has beneficial ownership of 3,942,226 shares of Common Stock of CanArgo which represent 12.2% of the shares of Common Stock issued and outstanding, based on the 16 Page 16 of 18 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. As a director of Terrenex, SB shares with JFRH, MRB and LRB the power to direct the vote or disposition for an aggregate of 3,942,226 shares of Common Stock of CanArgo owned by Terrenex or which could be acquired by Terrenex within the next 60 days. LRB has beneficial ownership of 3,942,226 shares of Common Stock of CanArgo which represent 12.2% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. As a director of Terrenex, LRB shares with JFRH, MRB and SB the power to direct the vote or disposition for an aggregate of 3,942,226 shares of Common Stock of CanArgo owned by Terrenex or which could be acquired by Terrenex within the next 60 days. The 6,223,859 shares of Common Stock of CanArgo that Provincial, JFRH, Ian Ilsley, Terrenex, MRB, Ruperts, SB and LRB in the aggregate own or which could be acquired within the next 60 days represent 19.1% of the shares of Common Stock issued and outstanding, based on the 32,103,296 outstanding shares reported in CanArgo's most recent quarterly report on Form 10-Q. Provincial disclaims any beneficial interest in any share of Common Stock owned by Terrenex, MRB and Ruperts or which JFRH, Terrenex and MRB have the right to acquire, other than such beneficial interest that arises out of Provincial's equity interest in Terrenex. JFRH disclaims any beneficial interest in any share of Common Stock owned by Provincial, Terrenex, MRB and Ruperts or which Terrenex and MRB have the right to acquire, other than such beneficial interest that arises out of JFRH's service as investment adviser to Provincial and director of Terrenex. Ian Ilsley disclaims any beneficial interest in any share of Common Stock owned by Provincial, Terrenex, MRB and Ruperts or which JFRH, Terrenex and MRB have the right to acquire, other than such beneficial interest that arises out of Ian Ilsley's service as sole director of Provincial. Terrenex disclaims any beneficial interest in any share of Common Stock owned by Provincial, MRB and Ruperts or which JFRH and MRB have the right to acquire. MRB disclaims any beneficial interest in any share of Common Stock owned by Provincial, Terrenex and Ruperts or which JFRH and Terrenex have the right to acquire, other than such beneficial interest that arises out of MRB's service as a director and officer of Terrenex and Ruperts, and MRB's equity interest in Terrenex. SB and LRB disclaim any beneficial interest in any share of Common Stock owned by Provincial, Terrenex, MRB and Ruperts or which JFRH, Terrenex and MRB have the right to acquire, other than such beneficial interest that arises out of SB and LRB's service as directors of Terrenex. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except pursuant to the terms of the CAOG Stock Purchase Warrants and the stock options, there are no contracts, arrangements, understandings or relationships between the parties named in Item 2 above and between such persons and any person with respect to any securities of the Corporation. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Amended Joint Filing Agreement pursuant to Rule 13d-1(k)(l). 17 Page 17 of 18 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: August 31, 1999 PROVINCIAL SECURITIES LTD. By: /s/ Ian Ilsley ------------------------------------ Ian Ilsley, Director /s/ J.F. Russell Hammond ---------------------------------------- J.F. Russell Hammond /s/ Ian Ilsley ---------------------------------------- Ian Ilsley TERRENEX ACQUISITION CORPORATION By: /s/ Michael R. Binnion ------------------------------------- Michael R. Binnion, President /s/ Michael R. Binnion ---------------------------------------- Michael R. Binnion /s/ Simon Batcup ---------------------------------------- Simon Batcup /s/ Leslie R. Beddoes,Jr. ---------------------------------------- Leslie R. Beddoes, Jr. EX-99.(A) 2 AMENDED JOINT FILING AGREEMENT 1 Page 18 of 18 Exhibit "A" Amended Joint Filing Agreement Provincial Securities Ltd., J.F. Russell Hammond, Ian Ilsley, Terrenex Acquisition Corporation, Michael R. Binnion, Simon Batcup and Leslie R. Beddoes, Jr. (collectively the "Parties" and individually a "Party") hereby agree that they shall file a single statement on Schedule 13D (as amended from time to time, the "Statement") with respect to their beneficial ownership of shares of Common Stock (the "Securities") of CanArgo Energy Corporation, a Delaware corporation, on behalf of and in satisfaction of the obligations of all the Parties and that they shall amend the Statement from time to time as required by rules promulgated under the Securities Exchange Act of 1934, as amended. Each of the Parties represents and warrants that such Party is eligible to use Schedule 13D with respect to the information regarding the Securities and agrees to assume responsibility for the timely filing of the Statement and any amendments thereto. Each of the Parties hereby assumes responsibility for the completeness and accuracy of the information concerning such Party contained in the Statement. No Party shall be responsible for the completeness and accuracy of the information contained in the statement concerning the other Parties, unless such Party knows or has reason to believe that such information is incomplete or inaccurate. The execution of the Statement, including any amendment thereto, by one of the Parties shall constitute a representation by such Party that the information concerning such Party contained therein is complete and accurate and that such Party neither knows nor has any reason to believe that the information concerning the other Parties contained therein is either incomplete or inaccurate. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument. In Witness Whereof, the Parties have executed this Joint Filing Agreement this 31st day of August, 1999. PROVINCIAL SECURITIES LTD. /s/ J.F. Russell Hammond ----------------------------------- J.F. Russell Hammond By: /s/ Ian Ilsley -------------------------------- Ian Ilsley /s/ Ian Ilsley ----------------------------------- Ian Ilsley TERRENEX ACQUISITION CORPORATION /s/ Simon Batcup By: /s/ Michael R. Binnion ----------------------------------- -------------------------------- Simon Batcup Michael R. Binnion, President /s/ Leslie R. Beddoes, Jr. ----------------------------------- /s/ Michael R. Binnion Leslie R. Beddoes, Jr. - ----------------------------------- Michael R. Binnion -----END PRIVACY-ENHANCED MESSAGE-----