-----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, B8zhIx8FkyoqIRPuQ2epIx+k0u2og5Tw08NVgMZIwJmV2ET6QdbNvYcaou/w+Wrf cxrEGvr5Sl3f8fdxl3ngSw== 0000950134-98-005083.txt : 19980610 0000950134-98-005083.hdr.sgml : 19980610 ACCESSION NUMBER: 0000950134-98-005083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980609 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARABIAN SHIELD DEVELOPMENT CO CENTRAL INDEX KEY: 0000007039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 751256622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06060 FILM NUMBER: 98644379 BUSINESS ADDRESS: STREET 1: 10830 N CENTRAL EXPRWY STE 175 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146927872 MAIL ADDRESS: STREET 1: 10830 N CENTRAL EXPYWY STE 175 STREET 2: 10830 N CENTRAL EXPYWY STE 175 CITY: DALLAS STATE: TX ZIP: 75231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AL ATHEL FAHAD MOHAMMED SALEH CENTRAL INDEX KEY: 0001061774 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 4900 STREET 2: RIYADH 11412 CITY: SAUDI ARABIA MAIL ADDRESS: STREET 1: PO BOX 4900 STREET 2: RIYADH 11412 CITY: SAUDI ARABIA SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form .......14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* ARABIAN SHIELD DEVELOPMENT COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK $0.10 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 038465 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) FAL HOLDINGS ARABIA CO. LTD., P.O. BOX 4900, RIYADH 11412, KINGDOM OF SAUDI ARABIA. TEL: (966) 1-464-9770 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 17, 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 [ ]. 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). SEC 1746 (12-91) 2 SCHEDULE 13D CUSIP NO. 038465 10 0 PAGE 1 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FAHAD MOHAMMED SALEH AL ATHEL P.O. BOX 4900, RIYADH 11412, KINGDOM OF SAUDI ARABIA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] NOT APPLICABLE (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* P F - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] NOT APPLICABLE - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION KINGDOM OF SAUDI ARABIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 3,370,000 + OPTION ON 2,390,773 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 3,370,000 + OPTION ON 2,390,773 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,370,000 + OPTION ON 2,390,773 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] NOT APPLICABLE - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7% + OPTION ON 10.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* I N - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Page 2 of 4 Pages SCHEDULE 13D GENERAL INSTRUCTIONS ITEM 1. SECURITY AND ISSUER Common Stock: $0.10 par value Arabian Shield Development Company Suite 175, 10830 North Central Expressway Dallas, Texas 75231 ITEM 2. IDENTITY AND BACKGROUND (a) Fahad Mohammed Saleh Al Athel (b) P.O. Box 4900, Riyadh 11412, Kingdom of Saudi Arabia (c) Businessman (d) Not applicable (e) Not applicable (f) Kingdom of Saudi Arabia ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Personal funds ITEM 4. PURPOSE OF TRANSACTION Increase in personal investment (a)(i) In November 1996 Fahad Mohammed Saleh Al Athel agreed to purchase a further 450,000 shares of unissued common stock at $1.00 per share, pursuant to an agreement from the Company dated November 15, 1996 (copy attached). This transaction was completed on May 30, 1997. (ii) On November 17, 1997 Fahad Mohammed Saleh Al Athel agreed to loan $200,000 to the Company for a period of two years. The loan carries an option to purchase 200,000 shares of the Company's unissued common stock at $1.00 per share. (b) Not applicable (c) Not applicable (d) Not applicable 4 Page 3 of 4 pages (e) Not applicable (f) Not applicable (g) Not applicable (h) Not applicable (i) Not applicable (j) Not applicable ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Fahad Mohammed Saleh Al Athel 3,370,000 shares of common stock (15.7%) Fahad Mohammed Saleh Al Athel 445.000 option on shares of common stock at $ 1.00 per share (1.8%) Saudi Fal Company Ltd. 1,945,773 option on shares of common stock at $ 1.00 per share (8.2%)
(b) Fahad Mohammed Saleh Al Athel - sole power to vote and dispose 3,370,000 shares (c) (i) In November 1996 Fahad Mohammed Saleh Al Athel agreed to purchase 450,000 shares of unissued common stock at $ 1.00 per share, pursuant to an agreement from the Company dated November 15, 1996. This transaction was completed on May 30, 1997. (ii) In November 1997 Fahad Mohammed Saleh Al Athel acquired an option to purchase 200,000 shares of common stock at $ 1.00 per share, as described in item 4(a)ii above. (d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable 5 Page 4 of 4 pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.(a) Letter dated November 15, 1996 from Arabian Shield Development Company to Fahad Mohammed Saleh Al Athel agreeing to issue 450,000 shares common stock at $1.00 per share. 99.(b) Letter dated November 13, 1997 from Arabian Shield Development Company to Fahad Mohammed Saleh Al Athel granting an option to purchase 200,000 shares of common stock in consideration for a loan to the Company of $200,000. 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. February 14, 1998 /s/ FAHAD MOHAMMED SALEH AL ATHEL - ----------------- --------------------------------- Date Signature Fahad Mohammed Saleh Al Athel 6 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------- ------- 99.(a) Letter dated November 15, 1996 from Arabian Shield Development Company to Fahad Mohammed Saleh Al Athel agreeing to issue 450,000 shares common stock at $1.00 per share. 99.(b) Letter dated November 13, 1997 from Arabian Shield Development Company to Fahad Mohammed Saleh Al Athel granting an option to purchase 200,000 shares of common stock in consideration for a loan to the Company of $200,000.
EX-99.(A) 2 LETTER DATED NOVEMBER 15, 1996 1 EXHIBIT 99.(a) [ARABIAN SHIELD DEVELOPMENT COMPANY LETTERHEAD] November 15, 1996 Sheikh Fahad Al-Athel P.O. Box 4900 Riyadh 11412 Saudi Arabia Dear Sheikh Fahad Al-Athel: Arabian Shield Development Company, a Delaware Corporation, agrees to sell you Four Hundred Fifty Thousand Shares (450,000) of its authorized and unissued common stock, par value $.10 per share, and you agree to purchase such shares at the price of 1.00 Dollar (one) per share. Payment for these shares shall be made on the following schedule: $100,000 to be paid on the date of your signing; and $100,000 monthly thereafter. These shares have not been registered under the United States Securities Act of 1933 (the "Act"), as amended, and are being sold to you in reliance upon one or more exemptions from the registration requirements of the Act, including but not limited to, the exemptions set forth in Regulation S relating to offers and sales made outside the United States of America. By your execution of this letter agreement, you represent to the Company as follows: 1. You are not a citizen or resident of the United States of America; 2. You are purchasing the shares for your own account for investment and not with a view to the resale or distribution of the shares within, or to citizens or residents of, the United States of America; 3. You are not purchasing the shares for the account or benefit or a citizen or resident of the United States of America or any partnership or corporation organized or incorporated under the laws of any jurisdiction in the United States of America; 4. At the time you are executing this letter agreement, you are outside the United States of America; 2 Sheikh Fahad Al-Athel Page 2 November 15, 1996 5. You have received or have had access to all information you consider necessary or advisable in order to enable you to make an informed decision concerning your purchase of the shares; and 6. You have such knowledge and experience in business and financial matters that you are capable of evaluating the merits and risks or investing in the shares, and you are able to bear the economic risk of investing in the shares. You further agree that the shares may not be offered for sale, sold, or otherwise disposed of within or to United States citizens or residents unless the shares are subsequently registered under the Act or an exemption from registration is available. The certificate representing the shares will contain a restrictive legend with respect to the foregoing. In the event that by reason of your acquisition of the shares you are required to make any filings pursuant to the United States Securities Exchange Act of 1934, as amended, the certificate representing the shares will not be issued to you until all applicable filing requirements have been satisfied. Very truly yours, ARABIAN SHIELD DEVELOPMENT COMPANY By: /s/ HATEM EL-KHALIDI ------------------------------- AGREED TO: By: /s/ FAHAD AL-ATHEL ----------------------------- Date: November 30, 1996 --------------------------- EX-99.(B) 3 LETTER DATED NOVEMBER 13, 1997 1 EXHIBIT 99.(b) [ARABIAN SHIELD DEVELOPMENT COMPANY LETTERHEAD] 13 November, 1997 Sheikh Fahad Al-Athel P.O. Box 4900 Riyadh Saudi Arabia Dear Sheikh Fahad: This letter serves as the agreement to loan Arabian Shield Development Company, U.S.$200,000 (Two hundred thousand). This loan will carry a U.S. prime rate + 2% interest. The period of the loan is for two years from the date of payment to the Company, and will be paid to you on demand with all accumulated interest after that period. For the above consideration, you will have the option within the above period of two years to purchase 200,000 shares of the Company's unissued common stock at the price of one U.S. dollar per share (U.S.$1.00). The shares you purchase will be restricted shares under Rule 144(k) of the rules of the U.S. Securities and Exchange Commission (SEC). The Company Account no. is as follows: Arabian Shield Development Company U.S. dollars account no.: 5401623 Saudi Riyal Acct. No: 4400135 Saudi American Bank, Jeddah Branch, Jeddah, Saudi Arabia Very truly yours, Arabian Shield Development Company /s/ HATEM EL-KHALIDI By; Hatem El-Khalidi, President Agreed to: By: /s/ FAHAD AL-ATHEL ------------------------------ Fahad Al-Athel Date: 17 NOV 1997 ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----