-----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, HlWFVv0JQIGX6GFYiv3gJfUA280nE17sjxP1xpBqxA4cwlvfJaxf76qhvChhQpuB N9ovOnq4eGFK7M95cluJdQ== 0000950117-97-001986.txt : 19971125 0000950117-97-001986.hdr.sgml : 19971125 ACCESSION NUMBER: 0000950117-97-001986 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971124 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAPARRAL RESOURCES INC CENTRAL INDEX KEY: 0000019252 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840630863 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10253 FILM NUMBER: 97726780 BUSINESS ADDRESS: STREET 1: 3400 BISSONNET STREET STREET 2: SUITE 135 CITY: HOUSTON STATE: TX ZIP: 77005 BUSINESS PHONE: 713-669-09 MAIL ADDRESS: STREET 1: 621 17TH STREET SUITE 1301 CITY: DENVER STATE: CO ZIP: 80293 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICTORY VENTURES LLC /NY CENTRAL INDEX KEY: 0001049602 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 645 MADISON AVE STE 2200 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126442322 MAIL ADDRESS: STREET 1: 645 MADISON AVE STE 2200 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 VICTORY VENTURES LLC SC 13D AM#2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 CHAPARRAL RESOURCES, INC. ------------------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 159 420 207 ----------- (CUSIP Number) Herbert M. Friedman, Esq. Zimet, Haines, Friedman & Kaplan 460 Park Avenue New York, New York 10022 (212) 486-1700 -------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 20, 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. [ ] Page 1 of 12 Pages. - ---------------------------------------------- | | | CUSIP No. 159 420 207 | AMENDMENT NO. 2 | ------------ | TO 13D - ---------------------------------------------- - ------------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: Victory Ventures LLC - ------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (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: Delaware - ------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER: 4,590,299 --------------------------------------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER: BENEFICIALLY OWNED BY --------------------------------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER: PERSON WITH 4,590,299 --------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,590,299 - ------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.8% - ------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: OO - ------------------------------------------------------------------------------------------------------------
2 AMENDMENT NO. 2 TO SCHEDULE 13D Victory Ventures LLC, a Delaware limited liability company ("Victory"), hereby amends the Statement on Schedule 13D filed by Victory on August 5, 1997, as amended by Amendment No 1. to Schedule 13D filed by Victory on November 18, 1997 (the "Schedule 13D") with respect to the shares of common stock, $.10 par value per share ("Common Stock"), of Chaparral Resources, Inc., a Colorado corporation (the "Company"). Item 2 - Identity and Background. This Amendment No. 2 to Schedule 13D is being filed on behalf of Victory Ventures LLC, a Delaware limited liability company ("Victory"). Victory conducts its operations through small and medium size companies in which it holds either equity or convertible debt interests. The address of the principal business office of Victory is 645 Madison Avenue, Suite 2200, New York, New York 10022. Set forth on Schedule A hereto is the name, the citizenship (or place of organization in the case of a corporation), the business address, the present principal occupation or employment (or business in the case of a corporation) and the name, principal business and address of any 3 corporation or other organization in which such occupation or employment is conducted, of each executive officer and director of Victory. During the last five years, neither Victory nor, to the best knowledge of Victory, any other person identified on Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Victory nor, to the best knowledge of Victory, any other person identified on Schedule A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject 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. Source and Amount of Funds or Other Consideration The disclosure set forth in Item 3 of the Schedule 13D is hereby supplemented with the information set forth below: On November 20, 1997, the Executive Committee of the Board of Directors of Victory irrevocably authorized and approved a pro rata distribution (the "Distribution"), to its members 4 of record as of the close of business on November 20, 1997, of an aggregate of 4,000,000 shares of Common Stock. Item 5. Interest in Securities of the Issuer. The disclosure set forth in Item 5 of the Schedule 13D is hereby amended as follows: (a) (b) On the date hereof, Victory owns directly an aggregate of 2,157,606 shares of Common Stock, which shares constitute approximately 4.9% of the issued and outstanding shares of Common Stock (based on Chaparral's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, stating that as of November 5, 1997 there were 44,470,731 shares of Common Stock issued and outstanding and excluding for purposes of such calculation the number of shares issuable upon exercise of currently exercisable warrants held by Victory). In addition, Victory is the beneficial owner of currently exercisable warrants to purchase an aggregate of 2,432,693 additional shares of Common Stock. In the event of such exercise, Victory would own an aggregate of 4,590,299 shares of Common Stock (or approximately 9.8% including in such calculation shares issuable upon exercise of currently exercisable warrants held by Victory). Victory has the sole power to vote or direct the vote and to dispose or direct the disposition of such shares. 5 In connection with the Distribution the following persons set forth in Schedule A to the Schedule 13D will receive the number of shares of Common Stock set forth on Schedule B to the Schedule 13D. To the best of Victory's knowledge, except with respect to Walter A. Carozza who is the holder of options to purchase 25,000 shares of Common Stock and as set forth on Schedule B to the Schedule 13D, none of the persons named in Schedule A to the Schedule 13D is a beneficial owner of any other shares of Common Stock. (c) Except for the transaction described in Item 3 above and as set forth on Schedule B to the Schedule 13D, to the best knowledge of Victory, there were no transactions in shares of the Common Stock effected by the persons named in response to paragraph (a) of this Item 5 during the past sixty days. (d) Not applicable. (e) Not applicable. 6 After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: November 21, 1997 VICTORY VENTURES LLC By:/s/ Alicia Lindgren ______________________________________ Alicia Lindgren Vice-President 7 SCHEDULE A TO SCHEDULE 13D FILED BY VICTORY VENTURES LLC The following table sets forth certain information, as of the date hereof, concerning each executive officer and director of Victory. Name: Louis Marx, Jr. Co-Chairman of the Board and Director Citizenship: American Business Address: 667 Madison Avenue, Suite 2500 New York, New York 10021 Principal Occupation: Private Investor Name: Montague H. Hackett, Jr. Co-Chairman of the Board and Director Citizenship: American Business Address: 645 Madison Avenue, Suite 2200 New York, New York 10022 Principal Occupation: Private Investor Name: Walter Carozza Co-President, Director Citizenship: American Business Address: 645 Madison Avenue, Suite 2200 New York, New York 10022 Principal Occupation: President of Victory Ventures LLC 8 Name: Alexander Paluch Co-President, Director Citizenship: American Business Address: 4800 Hampden Lane, Suite 600 Bethesda, Maryland 20814 Principal Occupation: General Partner - East River Ventures L.P. (a small business investment entity) Name: Donald T. Pascal Vice-President Citizenship: American Business Address: 645 Madison Avenue, Suite 2200 New York, New York 10022 Principal Occupation: Vice-President of Victory Name: Alicia Lindgren Vice-President Citizenship: American Business Address: 645 Madison Avenue, Suite 2200 New York, New York 10022 Principal Occupation: Vice-President of Victory Name: Herbert M. Friedman Director Citizenship: American Business Address: 460 Park Avenue New York, New York 10022 Principal Occupation: Partner, Zimet, Haines, Friedman & Kaplan, Attorneys at Law 9 Name: M. Leo Hart Director Citizenship: American Business Address: 200 Crescent Court, Suite 1375 Dallas, Texas 75201 Principal Occupation: Chief Executive Officer of Brae Group, Inc. Name: Michael L. Keough Director Citizenship: American Business Address: c/o DMK International, Inc. 200 Galleria Parkway, Suite 970 Atlanta, Georgia 30339 Principal Occupation: Private Investor Name: Harold J. Newman Director Citizenship: American Business Address: Neuberger & Berman 605 Third Avenue New York, New York 10016 Principal Occupation: Private Investor Name: Stanley R. Rawn, Jr. Director Citizenship: American Business Address: 667 Madison Avenue New York, New York 10021 Principal Occupation: Chief Executive Officer of Noel Group, Inc. 10 Name: Priscilla Eaves Reiss Director Citizenship: American Business Address: c/o TANO Automation 3826 One Shell Square 701 Poydras Street New Orleans, Louisiana 70139 Principal Occupation: Private Investor Name: Perry C. Rogers Director Citizenship: American Business Address: 2300 West Sahara, Suite 1150 Las Vegas, Nevada 89102 Principal Occupation: Chief Operating Officer of Agassi Enterprises Name: Michael M. Weatherly Director Citizenship: American Business Address: 1036 Harbor Road Southport, Connecticut 06490 Principal Occupation: Private Investor 11 SCHEDULE B TO SCHEDULE 13D FILED BY VICTORY VENTURES LLC NAME NUMBER OF SHARES Louis Marx, Jr. 1,272,049(1) Montague H. Hackett, Jr. 39,992 Donald T. Pascal 4,380 Herbert M. Friedman 2,868 M. Leo Hart 201,957 Michael L. Keough 7,998 Harold J. Newman 239,949 Stanley R. Rawn, Jr. 151,641 Priscilla Eaves Reiss 9,838(2) Michael M. Weatherly 984 ________________________ (1) Represents shares held directly by Brae Group, Inc., a company controlled by Mr. Marx (2) Represents shares held by her husband James Reiss 12 -----END PRIVACY-ENHANCED MESSAGE-----