-----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, W0+k4x8udCwbbNoWWqqg2GUBNulCXQCC8Rq6T5QqOkpyEoNEvbtd8OUWUhSCFZyD AwdXb3Tkzv1KERz/K2O8QA== /in/edgar/work/0000932799-00-000099/0000932799-00-000099.txt : 20001013 0000932799-00-000099.hdr.sgml : 20001013 ACCESSION NUMBER: 0000932799-00-000099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAPARRAL RESOURCES INC CENTRAL INDEX KEY: 0000019252 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 840630863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10253 FILM NUMBER: 738779 BUSINESS ADDRESS: STREET 1: 2211 NORFOLK STREET 2: SUITE 1150 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 2818777100 MAIL ADDRESS: STREET 1: 16945 NORTHCHASE STREET 2: SUITE 1440 CITY: HOUSTON STATE: TX ZIP: 77060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN & CO INC/ALLEN HOLDING INC CENTRAL INDEX KEY: 0000904807 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128328300 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 0001.txt AMENDMENT NO. 9 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION+ Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) CHAPARRAL RESOURCES, INC. (Name of Issuer) Common Stock, Par Value, $0.0001 Per Share (Title of Class of Securities) 159420207 (CUSIP Number) Rosemary Fanelli, Esq. Allen & Company Incorporated 711 Fifth Avenue, New York, New York 10022, (212) 832-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2000 (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 sec. 240.13d-1(e),(f) or (g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). SCHEDULE 13D - ------------------- CUSIP No. 159420207 - ------------------- =========================================================================== 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen Holding Inc. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - --------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 - --------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - --------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - --------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,755,861 (includes 48,283 shares underlying warrants to purchase shares of the Issuer's Common Stock.) - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%* - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC *The percentage stated in the"Percent of Class Represented by Amount in Row (11)" is based on the Form 8-K filed by the Company, dated October 6, 2000. =========================================================================== SCHEDULE 13D - ------------------- CUSIP No. 159420207 - ------------------- =========================================================================== 1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen & Company Incorporated - --------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - --------------------------------------------------------------------------- 7 SOLE VOTING POWER 5,755,861 (includes 48,283 shares underlying warrants to purchase shares of the Issuer's Common Stock.) - --------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - --------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 5,755,861 (includes 48,283 shares underlying warrants to purchase shares of the Issuer's Common Stock.) - --------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,755,861 (includes 48,283 shares underlying warrants to purchase shares of the Issuer's Common Stock.) - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0%* - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, BD *The percentage stated in the "Percent of Class Represented by Amount in Row (11)" is based on the Form 8-K filed by the Company, dated October 6, 2000. =========================================================================== AMENDMENT NO. 9 TO THE SCHEDULE 13D The Reporting Persons hereby amend their Schedule 13D relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Chaparral Resources, Inc. (the "Issuer"), to report an additional loan of $2,000,000 made by Allen & Company Incorporated ("Allen") to the Issuer, as more fully explained in Items 4 and 6 below. The Reporting Persons hereby further amend their Schedule 13D relating to the Common Stock of the Issuer, to report the conversion of $9,827,161 of the Issuer's outstanding 8% Subordinated Convertible Promissory Notes (the "Notes") held by Allen (which includes $2,000,000 of Notes obtained as a result of the loan referenced above) plus accrued interest owed on such notes into Common Stock of the Issuer at a conversion price of $1.86 per share. The Reporting Persons understand that the Issuer's outstanding shares increased significantly due to conversion into Issuer Common Stock of outstanding Notes held by various persons, including the Reporting Persons. The Reporting Persons' percentage of ownership of the Company is based on the Form 8-K filed by the Company, dated October 6, 2000. Item 3. Source and Amount of Funds or Other Consideration The source of the funds for the $2,000,000 loan made by Allen to the Issuer was working capital. Allen expended $9,827,161 in aggregate principal amount of promissory notes reflecting loans made to the Issuer to date, plus accrued interest owed on such amounts in its acquisition of the Issuer's Common Stock. Payment was made by converting $9,827,161 of the Issuer's outstanding Notes plus accrued interest owed to Allen on such notes. Item 4. Purpose of Transaction Allen loaned the $2,000,000 to the Issuer to fulfill Allen's obligations under the February 2000 "Equity Support Agreement" with Shell Capital Limited ("Shell") in connection with which Shell extended to the Company its senior $24 Million Credit Facility (the "Credit Facility"). Allen converted $9,827,161 of the Issuer's Notes plus accrued interest owed on such Notes into the Issuer's Common Stock to facilitate the Issuer's efforts to facilitate satisfaction of the equity commitment to Shell under the Credit Facility. Item 5. Interest in Securities of the Issuer (a) As of the close of business on September 21, 2000, the Reporting Persons, by virtue of the language of Rule 13d-3(d), may be deemed to own beneficially in the aggregate 5,755,861 shares of the Issuer's Common Stock which constitutes 40.0% of the outstanding shares (based upon the Form 8-K filed by the Company, dated October 6, 2000).
=========================================================================== Name Shares of Common Stock Percentage - --------------------------------------------------------------------------- Allen Holding Inc. ("AHI") 5,755,861 (1)(2)(3) 40.0% - --------------------------------------------------------------------------- Allen & Company Incorporated 5,755,861 (1)(2) 40.0% - --------------------------------------------------------------------------- ===========================================================================
(1) Includes 48,283 shares underlying warrants to purchase shares of the Issuer's Common Stock. (2) Does not include certain shares owned directly by certain officers and stockholders of Allen and AHI with respect to which Allen and AHI disclaim beneficial ownership. Certain officers and stockholders of AHI and Allen may be deemed to beneficially own certain shares of the Issuer's Common Stock reported to be beneficially owned directly by Allen and AHI. (3) Represents shares owned by Allen, a wholly-owned subsidiary of AHI. (b) AHI owns 100% of the outstanding stock of Allen, and so may be deemed to beneficially own the shares which Allen owns as reported in Item 5(a) herein. (c) On September 21, 2000, Allen converted $9,827,161 of the Notes plus accrued interest owed on such notes into 5,561,165 shares of the Issuer's Common Stock at a conversion price of $1.86 per share. Other than the shares received in connection with the transactions described herein, or in connection with Allen's capacity as a market maker, no trades were made by Allen or AHI for their own account in the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer On September 21, 2000, Allen loaned the Issuer $2,000,000 against delivery of the Notes (in the form previously filed as Exhibit E to the Reporting Persons' Schedule 13D) to fulfill Allen's obligations under the February 2000 "Equity Support Agreement" with Shell. Item 7. Material to be filed as Exhibits Exhibit A -- Directors and Executive Offices of Allen Holding Inc. and Allen & Company Incorporated. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: October 10, 2000 ALLEN HOLDING INC. By: /s/ Kim M. Wieland - ---------------------------------------- Kim M. Wieland Managing Director and Chief Financial Officer ALLEN & COMPANY INCORPORATED By: /s/ Kim M. Wieland - ---------------------------------------- Kim M. Wieland Manging Director and Chief Financial Officer EXHIBIT A OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED Principal Occupation Business (i.e., Position with Name xx Address Allen & Company Incorporated) Herbert A. Allen x President, Managing Director, Director, Chief Executive Officer Herbert A. Allen III x Vice President, Director Grace Allen x Director Glenn A. Andreas III x Vice President - Elect Eran S. Ashany x Vice President, Director Edmund M. Bleich x Vice President Jay B. Bockhaus x Vice President- Elect Denise Calvo-Silver x Vice President, Director Dominick J. Cantalupo x Co-Chief Operations Officer, Vice President Marvyn Carton x Director - Emeritus Robert H. Cosgriff x Chief Administrative Officer, Executive Vice President, Managing Director, Director Richard M. Crooks, Jr. x Director Thalia V. Crooks x Vice President, Director Mary L. Cullen x Vice President, Secretary, Director Robert Dean x Vice President, Director Orin F. Devereux x Vice President, Director Daniel Englander x Vice President - Elect Principal Occupation Business (i.e., Position with Name xx Address Allen & Company Incorporated) Rosemary Fanelli x Chief Compliance Officer, Vice President -Elect Howard M. Felson x Assistant Secretary, Vice President, Controller Anthony J. Ferrante x Treasurer Richard Fields x Executive Vice President, Managing Director, Director Shana Fisher x Director, Vice President - Elect Paul A. Gould x Executive Vice President, Managing Director, Director John Griffen x Vice President + Elect George N. Jeppson x Vice President - Elect John H. Josephson x Vice President, Director Clarke R. Keough x Vice President, Director Donald R. Keough x Chairman of the Board,Director Kaveh A. Khosrowshahi x Vice President, Director LeRoy Kim x Vice President Neal Kopp x Vice President Terry Allen Kramer x Director Robert J. Kurz x Vice President Principal Occupation Business (i.e., Position with Name xx Address Allen & Company Incorporated) Andreas L. Lazar x Vice President - Elect Dan W. Lufkin x Special Advisor to the Board of Directors Robert A. Mackie x Executive Vice President, Managing Director, Director James C. Maiden, Jr. x Vice President Terence C. McCarthy x Co-Chief Operations Officer, Vice President Kenneth L. Miltenberger x Chief Technology Officer Terrence Morris x Vice President Brian J. Murphy x Vice President, Director Louis J. Mustacchio x Vice President Walter T. O'Hara, Jr. x Executive Vice President, Managing Director, Director Nancy B. Peretsman x Executive Vice President, Managing Director, Director Patrick S. Perry x Vice President, Director Eugene Protash x Vice President, Assistant Secretary James W. Quinn x Director, Vice President Secretary James S. Rubin x Vice President - Elect Daniel J. Sapadin x Vice President - Elect Principal Occupation Business (i.e., Position with Name xx Address Allen & Company Incorporated) Philip D. Scaturro x Executive Vice President, Managing Director, Director Mary Schuyler x Vice President John A. Schneider x Executive Vice President, Managing Director, Director Daniel Selmonosky x Vice President, Director Enrique F. Senior (Cuban)x Executive Vice President, Managing Director, Director Joseph E. Sheehan x Vice President Andrew Shpiz x Vice President Principal Occupation Business (i.e., Position with Name xx Address Allen & Company Incorporated) Stanley S. Shuman x Executive Vice President, Managing Director, Director John M. Simon x Executive Vice President, Managing Director, Director Kenneth M. Siskind x Vice President - Elect Peter Supino x Vice President - Elect Everett K. Wallace x Vice President - Elect Dennis J. Warfield x Vice President, Chief Information Officer Daniel Weidlein x Vice President - Elect Kim M. Weiland x Executive Vice President, Managing Director, Director, Chief Financial Officer Edward D. Weinberger x Vice President, Director
x 711 Fifth Avenue, New York, New York 10022-3194. xx All the Executive Officers and Directors of Allen & Company Incorporated are U.S. citizens unless otherwise indicated. OFFICERS AND DIRECTORS OF ALLEN HOLDING INC. Principal Occupation Business (i.e., Position with Name xx Address Allen Holding Inc.) Herbert A. Allen x President, Managing Director, Director, Chief Executive Officer Herbert A. Allen III x Vice President, Director Grace Allen x Director Glenn A. Andreas III x Vice President - Elect Eran S. Ashany x Vice President, Director Edmund M. Bleich x Vice President Jay B. Bockhaus x Vice President - Elect Denise Calvo-Silver x Vice President, Director Dominick J. Cantalupo x Co-Chief Operations Officer, Vice President Marvyn Carton x Director - Emeritus Robert H. Cosgriff x Chief Administrative Officer, Executive Vice President, Managing Director, Director Richard M. Crooks, Jr. x Director Thalia V. Crooks x Vice President, Director Mary L. Cullen x Vice President, Secretary, Director Robert Dean x Vice President, Director Orin F. Devereux x Vice President, Director Daniel Englander x Vice President - Elect Principal Occupation Business (i.e., Position with Name xx Address Allen Holding Inc.) Rosemary Fanelli x Chief Compliance Officer, Vice President -Elect Howard M. Felson x Assistant Secretary, Vice President, Controller Anthony J. Ferrante x Treasurer Richard Fields x Executive Vice President, Managing Director, Director Shana Fisher x Director, Vice President - Elect Paul A. Gould x Executive Vice President, Managing Director, Director John Griffen x Vice President - Elect George N. Jeppson x Vice President - Elect John H. Josephson x Vice President, Director Clarke R. Keough x Vice President, Director Donald R. Keough x Chairman of the Board, Director, Managing Director Kaveh A. Khosrowshahi x Vice President, Director LeRoy Kim x Vice President Neal Kopp x Vice President Terry Allen Kramer x Director Robert J. Kurz x Vice President Principal Occupation Business (i.e., Position with Name xx Address Allen Holding Inc.) Andreas L. Lazar x Vice President - Elect Dan W. Lufkin x Special Advisor to the Board of Directors Robert A. Mackie x Executive Vice President, Managing Director, Director James C. Maiden, Jr. x Vice President Terence C. McCarthy x Co-Chief Operations Officer, Vice President Kenneth L. Miltenberger x Chief Technology Officer Terrence Morris x Vice President Brian J. Murphy x Vice President, Director Louis J. Mustacchio x Vice President Walter T. O'Hara, Jr. x Executive Vice President, Managing Director, Director Nancy B. Peretsman x Executive Vice President, Managing Director, Director Patrick S. Perry x Vice President, Director Eugene Protash x Vice President, Assistant Secretary James W. Quinn x Director, Vice President Secretary James S. Rubin x Vice President - Elect Daniel J. Sapadin x Vice President - Elect Principal Occupation Business (i.e., Position with Name xx Address Allen Holding Inc.) Philip D. Scaturro x Executive Vice President, Managing Director, Director Mary Schuyler x Vice President John A. Schneider x Executive Vice President, Managing Director, Director Daniel Selmonosky x Vice President, Director Enrique F. Senior (Cuban) x Executive Vice President, Managing Director, Director Joseph E. Sheehan x Vice President Andrew Shpiz x Vice President
Principal Occupation Business (i.e., Position with Name xx Address Allen Holding Inc.) Stanley S. Shuman x Executive Vice President, Managing Director, Director John M. Simon x Executive Vice President, Managing Director, Director Kenneth M. Siskind x Vice President - Elect Peter Supino x Vice President - Elect Everett K. Wallace x Vice President - Elect Dennis J. Warfield x Vice President, Chief Information Officer Daniel Weidlein x Vice President - Elect Kim M. Weiland x Executive Vice President, Managing Director, Director, Chief Financial Officer Edward D. Weinberger x Vice President, Director x 711 Fifth Avenue, New York, New York 10022-3194. xx All the Executive Officers and Directors of Allen Holding, Inc. are U.S. citizens unless otherwise indicated. -----END PRIVACY-ENHANCED MESSAGE-----