-----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, UE2I1wJXfgJASt/sgnv0hYpOuPaL6nu4f0dJSNrYN39bwwqs2cgcJ90HP5+WolhW JT4qbO1BL8CxaRlxTs0Fxw== 0000899243-01-000577.txt : 20010316 0000899243-01-000577.hdr.sgml : 20010316 ACCESSION NUMBER: 0000899243-01-000577 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHENIERE ENERGY INC CENTRAL INDEX KEY: 0000003570 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 954352386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46413 FILM NUMBER: 1569417 BUSINESS ADDRESS: STREET 1: THREE ALLEN CENTER STREET 2: 333 CLAY STREET SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002-4312 BUSINESS PHONE: 2815784600 MAIL ADDRESS: STREET 1: THREE ALLEN CENTER STREET 2: 333 CLAY STREET SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 770024312 FORMER COMPANY: FORMER CONFORMED NAME: BEXY COMMUNICATIONS INC DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN GROUP OF DELAWARE INC DATE OF NAME CHANGE: 19931004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BSR INVESTMENTS LTD CENTRAL INDEX KEY: 0000945543 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CHENIERE ENERGY INC STREET 2: 200 SMITH STREET SUITE 1710 CITY: HOUSTON STATE: TX ZIP: 77001 MAIL ADDRESS: STREET 1: C/O CHENIERE ENERGY INC STREET 2: 200 SMITH STREET SUITE 1710 CITY: HOUSTON STATE: TX ZIP: 77001 SC 13D/A 1 0001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Cheniere Energy, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.003 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 16411R109 - -------------------------------------------------------------------------------- (CUSIP Number) BSR Investments, Ltd. c/o Don A. Turkleson 333 Clay Street Suite 3400 Houston, Texas 77002-4102 (713) 659-1361 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom 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). (Page 1 of 4 Pages) SCHEDULE 13D - ----------------------- CUSIP NO. 16411R109 - ----------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BSR Investments, Ltd. (I.R.S. Identification No. not applicable) - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 British Virgin Islands - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 Common Stock NUMBER OF 1,454,495 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 Common Stock OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 Common Stock REPORTING 1,454,495 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 Common Stock 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 Common Stock 1,454,495 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Common Stock 11.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ (Page 2 of 4 Pages) The Schedule 13D is amended to make the following changes to certain items: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (all numbers reflect the 1-for-4 stock split effective October 18, 2000). Add the following: On December 22, 2000, BSR purchased 50,000 Units in a private transaction. A "Unit" consists of one share of Common Stock and a one-sixth warrant to purchase one share of Common Stock with an exercise price of $3.00 per share. The aggregate purchase price for the 50,000 Units purchased by BSR was $100,000, or $2.00 per Unit. BSR acquired the Units with working capital of BSR. Between February 20, 2001 and March 1, 2001, BSR purchased 115,000 shares of Common Stock on the open market at $3.00 per share. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (all numbers reflect the 1-for-4 stock split effective October 18, 2000). Replace (a) and (b) with the following: (a) BSR owns of record 1,289,644 shares of Common Stock and presently exercisable warrants to purchase up to 41,667 shares on or before December 31, 2001, 100,000 shares on or before September 15, 2002, 13,750 shares on or before September 30, 2002 and 1,100 shares on or before April 13, 2003, all at an exercise price of $6.00 per share. BSR also owns of record presently exercisable warrants to purchase up to 8,334 shares on or before December 31, 2003 at an exercise price of $3.00 per share. In the aggregate, BSR beneficially owns 1,454,495 shares of Common Stock, representing approximately 11.2% of the issued and outstanding shares of Common Stock, based on information provided in Cheniere's Form 8-A filed on March 2, 2001, that states that Cheniere had 12,797,393 shares of Common Stock issued and outstanding as of February 28, 2001. Nicole Souki does not beneficially own any Common Stock (other than in her capacity as an executive officer or director of BSR) and she does not have the right to acquire any Common Stock (other than in her capacity as an executive officer or director of BSR). (b) BSR currently has the sole power to vote or direct the vote and to dispose or direct the disposition of 1,289,644 shares of the Common Stock referred to in paragraph (a). If BSR were to exercise its warrants to purchase Common Stock with respect to all shares, it would have the sole power to vote or direct the vote and to dispose or direct the disposition of 1,454,495 shares of Common Stock. Nicole Souki does not have the power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Common Stock beneficially owned by BSR (other than in her capacity as an executive officer or director of BSR). (Page 3 of 4 Pages) Add the following to (c): On December 22, 2000, BSR purchased 50,000 Units (which included 50,000 Shares of Common Stock and 8,334 warrants to purchase one share of Common Stock) pursuant to a private transaction. Between February 20, 2001 and March 1, 2001, BSR purchased 115,000 shares of Common Stock on the open market at $3.00 per share. Other than such transactions, BSR has not effected any transactions in the Common Stock during the past sixty days. Nicole Souki has not effected any transactions in the Common Stock during the past sixty days. 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 accurate. Dated: March 13, 2001. BSR INVESTMENTS, LTD. By: /s/ NICOLE SOUKI --------------------------------------- Nicole Souki President, Secretary and Chief Financial Officer ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). (Page 4 of 4 Pages) -----END PRIVACY-ENHANCED MESSAGE-----