-----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, S+GLUPa9sl4mdyPJ1PwuXApPSOkGPoRJDlJZnKjRMMBDhJiUULqEmGNYwFH55XaQ RdTIPmlDFtErYhtJwisqZQ== 0000950134-97-007934.txt : 19971105 0000950134-97-007934.hdr.sgml : 19971105 ACCESSION NUMBER: 0000950134-97-007934 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971104 SROS: NONE GROUP MEMBERS: INTERNATIONAL PETROLEUM CORPORATION GROUP MEMBERS: IPC LIMITED GROUP MEMBERS: SANDS PETROLEUM AB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARAKIS ENERGY CORP CENTRAL INDEX KEY: 0000882264 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49813 FILM NUMBER: 97707607 BUSINESS ADDRESS: STREET 1: 540 - 5TH AVENUE SW STREET 2: SUITE 320 CITY: CALGARY ALBERTA T2P STATE: A0 BUSINESS PHONE: 4032632488 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDS PETROLEUM AB CENTRAL INDEX KEY: 0001036125 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HOVSLAGARGATAN 5B 111 48 CITY: STOCKHOLM STATE: V7 BUSINESS PHONE: 4686116250 MAIL ADDRESS: STREET 1: HOVSLAGARGATAN 5B 111 48 CITY: STOCKHOLM STATE: V7 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13/D 1 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.3) ARAKIS ENERGY CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 03852L10 (CUSIP Number) Charles B. Crowell, Esq. 8117 Preston Road, Suite 800 Dallas, Texas 75225 (214) 696-3200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1997 (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. [ ] 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). 2 CUSIP No. 03852L10 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons Sands Petroleum AB (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization Sweden Number of shares beneficially owned by each reporting person with: (7) Sole voting power 7,455,800 (8) Shared voting power 0 (9) Sole dispositive power 7,455,800 (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 7,455,800 (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 8.5 % (14) Type of reporting person CO 2 3 CUSIP No. 03852L10 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons International Petroleum Corporation (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization British Columbia Number of shares beneficially owned by each reporting person with: (7) Sole voting power 100,000 (8) Shared voting power 0 (9) Sole dispositive power 100,000 (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 100,000 (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 0.1% (14) Type of reporting person CO 3 4 CUSIP No. 03852L10 (1) Names of reporting persons S.S. or I.R.S. Identification Nos. of above persons IPC Limited (2) Check the appropriate box if a member of a group (a) [X] (b) [ ] (3) SEC use only (4) Source of funds WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or place of organization Bermuda Number of shares beneficially owned by each reporting person with: (7) Sole voting power 1,069,000 (8) Shared voting power 0 (9) Sole dispositive power 1,069,000 (10) Shared dispositive power 0 (11) Aggregate amount beneficially owned by each reporting person 1,069,000 (12) Check if the aggregate amount in Row (11) excludes certain shares [ ] (13) Percent of class represented by amount in Row (11) 1.2% (14) Type of reporting person CO 5 The Schedule 13D filed by Sands Petroleum AB on March 21, 1997, Amendment No. 1 to the Schedule 13D filed on April 25, 1997 ("Amendment No. 1") and Amendment No. 2 filed on July 28, 1997 ("Amendment No. 2"), respectively, are hereby amended as set forth in this Amendment No. 3. Capitalized terms which are used but not defined herein shall have the meanings ascribed in the Schedule 13D and in Amendments No. 1 and 2. Item 1. Security and Issuer. No modification. Item 2. Identity and Background. The principal purpose of this Amendment is to report the purchases of an aggregate of 1,169,000 shares of common stock of the Issuer by International Petroleum Corporation, a British Columbia corporation ("IPC") and IPC Limited, a Bermuda corporation ("IPC Limited") which is a wholly-owned subsidiary of IPC. Both IPC and IPC Limited are primarily engaged in the business of conducting oil and gas operations. Several of the senior executive officers and directors of IPC are also senior executive officers and directors of Sands Petroleum AB ("Sands"), and Mr. Adolf H. Lundin is the Chairman of both Sands and IPC. Sands, IPC and IPC Limited have entered into a Joint Filing Agreement providing for their reporting as a group of ownership in the Issuer's common stock and, accordingly, the purchases by IPC are reported on this Amendment. The Joint Filing Agreement appears as Exhibit 1 to this Amendment No. 3. Sands has previously reported its acquisition of 7,466,300 shares of common stock of the Issuer. Subsequent to the filing of Amendment No. 2, Sands discovered that an error had been made in the calculation of the number of shares owned after aggregating all of its transactions, and that the correct number of shares owned was (and remains) 7,455,800 shares. Accordingly, this Amendment corrects the 10,500 share error reflected in Amendment No. 2. In this Amendment the term "Registrants" refers to Sands, IPC and IPC Limited collectively, and the terms "Shares" refers to shares of common stock of the Issuer owned by Sands, IPC and/or IPC Limited. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety to read as follows: The source of the funds used to purchase the Shares acquired by Sands, IPC and IPC Limited, respectively, was the general working capital of such entities. The aggregate investments for all of the Shares owned by Sands, IPC and IPC Limited are in excess of $30,000,000, $390,000 and $3,850,000, respectively. 4 6 Item 4. Purpose of Transaction. Item 4 is amended and restated to read in its entirety as follows: Registrants have acquired all of the Shares in the common belief that the Shares were undervalued in the marketplace and that a better valuation could be obtained if the Issuer took active measures to improve its perception by the investment community. Since the filing of the Schedule 13D and Amendments Nos. 1 and 2, Charles B. Crowell, at the request of Sands, was nominated to be a director of the Issuer and was elected as a director at the Issuer's Annual Meeting on July 30, 1997. Registrants continue to consider other courses of action which they feel necessary to enhance shareholder value, including, without limitation, seeking additional representation on the Board of Directors, contacting other large shareholders to determine their concerns and ideas and proposing candidates for management positions. At the present time, Registrants have made no final determination with respect to any course of action to be taken with respect to the Issuer. Further, neither Sands nor IPC has any understanding other than the "Joint Filing Agreement" attached hereto as Exhibit 1, with any other party with respect to any course of action toward the Issuer. Registrants intend to acquire additional shares as they deem appropriate, whether in open market purchases, privately negotiated transactions, by tender offer or otherwise, subject to availability of the Shares at prices which they deem reasonable. Sands has sold some Shares in the past and, while Sands, IPC and IPC Limited do not have a present intention to do so, each of them reserves the right to dispose of some or all of the Shares. Item 5. Interest in Securities of Issuer. Item 5 is amended by adding the following: IPC purchased the numbers of shares set forth in the following table, on the dates and for the prices indicated, on the National Association of Securities Dealers National Market System: Trade Date Number of Shares Price per Share 5/19/97 23,000 $3.6875 5/20/97 32,600 3.82 5/21/97 44,400 3.9375 IPC purchased the numbers of shares set forth in the following table, on the dates and for the prices indicated, on the National Association of Securities Dealers National Market System: 10/9/97 200,000 3.27422 10/10/97 300,000 3.4719 5 7 10/13/97 75,000 3.70 10/13/97 45,000 3.7118 10/13/97 25,000 3.75 10/13/97 10,000 3.71875 10/13/97 40,000 3.75 10/13/97 5,000 3.6875 10/15/97 60,000 3.7417 10/15/97 71,000 3.7016 10/15/97 24,500 3.7372 10/16/97 10,000 3.75 10/16/97 20,000 3.7328 10/16/97 14,500 3.71875 10/17/97 100,000 3.6547 10/22/97 7,000 3.5499 10/24/97 10,000 3.56 10/29/97 27,000 3.4125 10/29/97 25,000 3.5287 As of October 31, 1997 the Registrants were the beneficial owners of an aggregate of 8,624,800 shares, consisting of 7,455,800 shares owned by Sands, 100,000 shares owned by IPC and 1,069,000 shares owned by IPC Limited; such shares collectively represent approximately 9.8% of the outstanding shares of the Issuer, based upon the number of outstanding shares reported by the Issuer in its Annual Report on Form 20-F for the Fiscal Year Ended December 31, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See the Joint Filing Agreement which is attached as Exhibit 1 hereto. Item 7. Material to be Filed as Exhibits. Exhibit 1: Joint Filing Agreement. Exhibit 2: Information regarding directors and executive officers of IPC. Exhibit 3: Information regarding directors and executive officers of IPC Limited. 6 8 SIGNATURES After reasonable 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. Date: November 3, 1997 SANDS PETROLEUM AB By: /s/ ADOLF H. LUNDIN -------------------------------- Adolf H. Lundin, Chairman Date: November 3, 1997 INTERNATIONAL PETROLEUM CORPORATION By: /s/ ADOLF H. LUNDIN -------------------------------- Adolf H. Lundin, Chairman Date: November 3, 1997 IPC LIMITED By: /s/ IAN H. LUNDIN -------------------------------- Ian H. Lundin, President 7 9 INDEX TO EXHIBITS Exhibit # Description Exhibit 1 Joint Filing Agreement Exhibit 2 Information regarding directors and executive officers of IPC. Exhibit 3 Information regarding directors and executive officers of IPC Limited. EX-1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Amendment No. 3 to the Schedule 13D with respect to the common stock of Arakis Energy Corporation (including any amendments thereto) and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement on the dates indicated. SANDS PETROLEUM AB Dated: November 3, 1997 By: /s/ Adolf H. Lundin -------------------------------- Adolf H. Lundin Chairman INTERNATIONAL PETROLEUM CORPORATION Dated: November 3, 1997 By: /s/ Adolf H. Lundin -------------------------------- Adolf H. Lundin Chairman IPC LIMITED Dated: November 3, 1997 By: /s/ Ian H. Lundin -------------------------------- Ian H. Lundin, President EX-2 3 INFO RE: DIRECTORS & EXECUTIVE OFFICERS - IPC 1 EXHIBIT 2 IDENTIFICATION OF EXECUTIVE OFFICERS AND DIRECTORS INTERNATIONAL PETROLEUM CORPORATION The following sets forth the name, position(s) at IPC, principal occupation and citizenship of each executive officer and director of IPC. The business address of each person listed is 6 rue de Rive, P. O. Box 3410, 1211 Geneve 3, Switzerland. To the best knowledge of IPC, except as otherwise set forth in Amendment No. 3, none of the directors or executive officers of IPC owns any shares of the Issuer.
NAME POSITION(S) PRINCIPAL OCCUPATION CITIZENSHIP Adolf H. Lundin Chairman, Director Energy and mining executive Sweden Lukas H. Lundin Director Energy and mining executive Sweden Ian H. Lundin President, Chief Executive Officer and Director Energy and mining executive Sweden Nigel R. McCue Executive Vice President Executive Vice President and Chief and Chief Financial Officer, Financial Officer, IPC United Kingdom Director William A. Rand Director Investments Canada John H. Craig Director Attorney Canada Brian D. Edgar Director Investments Canada Timothy M. Elliott Vice President and Director Vice President and Director, IPC Canada Ahmed A. El Dib Senior Vice President Senior Vice President, IPC United States
EX-3 4 INFO RE: DIRECTORS & EXECUTIVE OFFICERS - IPC LTD. 1 EXHIBIT 3 IDENTIFICATION OF EXECUTIVE OFFICERS AND DIRECTORS IPC LIMITED The following sets forth the name, position(s) at IPC Limited, principal occupation and citizenship of each executive officer and director of IPC Limited. The business address of Messrs. Lundin, McCue and Elliott is 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3, Switzerland, and the business address of Messrs. White and Bubenzer is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton HM EX, Bermuda. To the best knowledge of IPC Limited, except as otherwise set forth in Amendment No. 3, none of the directors or executive officers of IPC Limited owns any shares of the Issuer.
NAME POSITION(S) PRINCIPAL OCCUPATION CITIZENSHIP - ---- ----------- -------------------- ----------- Ian H. Lundin President and Director of IPC Limited Energy and mining executive Sweden Nigel R. McCue Director Executive Vice President and United Kingdom Chief Financial Officer, IPC Timothy M. Elliott Director Vice President and Director, IPC Canada F. Chesley White Director Attorney Bermuda Peter Bubenzer Director Attorney Bermuda
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