-----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, Dd0kr5wbZ0Lco4/AWpVyO/QZ1hFrH/PF0QXuL3+i1Ix28vympbq6/i9HG905CBCH JIvSAJzeoudzxul19I5kBg== 0000950117-98-000055.txt : 19980119 0000950117-98-000055.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950117-98-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980116 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: 98507940 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#3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 3) 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 26, 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 10 Pages. - ----------------------- CUSIP No. 159 420 207 Amendment No. 3 to 13D - ----------------------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 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 SHARED VOTING POWER: 0 ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER: SHARES 0 BENEFICIALLY ------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER: EACH 0 REPORTING ------------------------------------------------ PERSON WITH 10 SOLE VOTING POWER: 0 ------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: OO - ------------------------------------------------------------------------------- 2 Amendment No. 3 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 and Amendment No. 2 to Schedule 13D filed by Victory on November 24, 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 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 24, 1997, Victory exercised its warrant dated as of December 6, 1996 to purchase 125,000 shares of Common Stock at an exercise price of $.25 per share (or $31,250 in the aggregate). On November 24, 1997, Victory also exercised its warrant dated as of April 22, 1997, as amended, to purchase 2,307,693 shares of Common Stock at an exercise price of $.65 per share (or $1,500,000.45 in the aggregate). The exercise price 3 for both warrants was paid in cash from Victory's working capital. On November 26, 1997, pursuant to a Stock Purchase Agreement of even date therewith, Victory sold 4,590,338 shares of Common Stock to Allen & Company Incorporated (on behalf of itself and certain of its investors) at a purchase price of $2.00 per share (or $9,180,676 in the aggregate). 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 is the beneficial owner of no shares of Common Stock. Accordingly, Victory has the sole power to vote or direct the vote and to dispose or direct the disposition of no shares of Common Stock. To the best of Victory's knowledge, except (i) with respect to Walter A. Carozza, who is the holder of options to purchase 25,000 shares of Common Stock, and (ii) as set forth on Schedule B to Amendment No. 2 to the Schedule 13D filed on November 24, 1997, none of the persons named in Schedule A to the Schedule 13D is a beneficial owner of any shares of Common Stock. 4 (c) Except for the transactions described in Item 3 above, 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 since the most recent filing on Schedule 13D. (d) Not applicable. (e) On November 26, 1997 Victory ceased to be the beneficial owner of more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On November 26, 1997, pursuant to a Stock Purchase Agreement of even date therewith, Victory sold 4,590,338 shares of Common Stock to Allen & Company Incorporated (on behalf of itself and certain of its investors) at a purchase price of $2.00 per share (or $9,180,676 in the aggregate). Except for the foregoing, to the best knowledge of Victory, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 to Schedule 13D and between such persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option 5 arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. (a) Stock Purchase Agreement dated November 26, 1997 between Victory Ventures LLC and Allen & Company Incorporated on behalf of itself and certain of its investors. 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: January 15, 1998 VICTORY VENTURES LLC By: /s/ Alicia Lindgren -------------------------------- Alicia Lindgren Managing Director EX-99 2 EXHIBIT A Exhibit A STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), dated this 26th day of November, 1997, is made by and between Allen & Company Incorporated, on its own behalf and on behalf of itself and certain of its investors (collectively, "Purchaser"), and Victory Ventures LLC ("Seller"). WHEREAS, the Seller owns an aggregate of 4,590,338 shares (the "Shares") of the Common Stock, par value $.10 per share (the "Common Stock"), of Chaparral Resources, Inc., a Colorado corporation ("Chaparral"); and WHEREAS, Purchaser desires to purchase the Shares from Seller, and Seller desires to sell the Shares to the Purchaser, all in accordance with the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained the parties hereto hereby agree as follows: 1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Purchaser hereby purchases from Seller the Shares (together with the registration rights appurtenant thereto as set forth in that (i) Subscription Agreement dated April 22, 1997 between Seller and Chaparral and (ii) the Warrant dated as of April 22, 1997 (copies of each of which have previously been delivered to Purchaser), and Seller hereby sells the Shares and assigns the registration rights appurtenant thereto to Purchaser, in consideration for the payment by Purchaser to Seller of the amount of $2.00 per Share (or $9,180,676.00 in the aggregate) payable in cash (the "Purchase Price"). As soon as practicable following the execution and delivery of this Agreement, Purchaser shall deliver the Purchase Price to Seller and Seller shall deliver or cause to be delivered to Purchaser stock certificates representing the Shares, registered in Purchaser's name or duly endorsed for transfer to the Purchaser. Seller agrees to cooperate with Purchaser and to take all reasonable actions necessary or desirable to effectuate the transfer of the Shares to Purchaser. 2. Transfer of Beneficial Ownership. The Purchaser shall assume all of the benefits of ownership of the Shares upon the execution of this Agreement on the date hereof, and Victory on behalf of itself and Seller agrees to deliver to Purchaser all dividends, distributions, interest and other proceeds or amounts received by Seller from and after the date hereof in respect of the Shares. 3. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that (i) the Shares being sold by Seller are owned by Seller free and clear of all liens, charges or encumbrances of any kind and (ii) that the registration rights appurtenant to the Shares are currently assignable. 4. Representations, Warranties and Covenants of Purchaser. Purchaser represents and warrants to Seller as follows: (a) Purchaser is an accredited investor (as that term is defined in the Securities Act of 1933, as amended (the "Act"), and the regulations thereunder, and Purchaser has such knowledge and experience in financial and business matters as is required for evaluating the merits and risks of an investment in the Shares. Purchaser and its agents and attorneys have been provided with such information with respect to the business of Chaparral as it requested or deemed appropriate and have carefully reviewed the same, and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser. The Purchaser acknowledges that except as expressly set forth herein, Seller has not made any representations or warranties pertaining to Chaparral or the Shares; (b) Purchaser is aware that the Shares have not been registered under the Act and agrees that such Shares shall not be sold, hypothecated or otherwise transferred in the absence of such registration unless such contemplated transfer is exempt from the registration requirements of the Act. The undersigned hereby acknowledges that the certificate representing the Shares shall be legended to reflect such restrictions. (c) Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution thereof. 5. Miscellaneous. (a) This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. (b) This Agreement and the other written agreements specifically referred to herein constitute the sole agreements between or among the parties hereto relating to the subject matter hereof and merge with and supersede any and all prior agreements between them relating to such subject matter. This Agreement cannot be altered or amended except by a writing -2- duly executed by the party against whom such alteration or amendment is sought to be enforced. (c) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (e) The representations, warranties and covenants contained herein shall survive the sale and purchase of the Shares hereunder and any disposition thereof, notwithstanding any investigation made at any time by any of the parties hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written. VICTORY VENTURES LLC. By: /s/ Walter Carozza -------------------------- Name: Walter Carozza Title: Co-President ALLEN & COMPANY INCORPORATED By:/s/ Kim Weiland ------------------------- Name: Kim Weiland Title: -3- -----END PRIVACY-ENHANCED MESSAGE-----