SC 13D/A 1 a895697_sc13da.txt FINAL AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) (Final Amendment) Chaparral Resources, Inc. ----------------------------------------------- (Name of Issuer) Warrants to Purchase Shares of Common Stock, Par Value $0.0001 Per Share ----------------------------------------------- (Title of Class of Securities) 159420207 ----------------------------------------------- (CUSIP Number) Miss J. E. Munsiff Shell Centre London SE1 7NA England Tel.: +44 (0) 207 934-3080 ----------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 7, 2002 (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 / /. 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 (the "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 Page 2 of 12 Pages --------------------------------- -------------------------------- -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shell Capital Limited -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / -------- ----------------------------------------------------------------------- 3 SEC USE ONLY -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England ----------------------------------- ------- ------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED ------- ----------------------------------------------- 8 SHARED VOTING POWER BY EACH REPORTING 0 ------- ----------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------- ----------------------------------------------- 10 SHARED DISPOSITIVE 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 CO -------- ----------------------------------------------------------------------- SCHEDULE 13D --------------------------------- -------------------------------- CUSIP No. 159420207 Page 3 of 12 Pages --------------------------------- -------------------------------- -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Shell Petroleum Company Limited -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / -------- ----------------------------------------------------------------------- 3 SEC USE ONLY -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England ----------------------------------- ------- ------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED ------- ----------------------------------------------- 8 SHARED VOTING POWER BY EACH REPORTING 0 ------- ----------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------- ----------------------------------------------- 10 SHARED DISPOSITIVE 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 HC -------- ----------------------------------------------------------------------- This Amendment No. 4 (Final Amendment) amends and supplements the Schedule 13D, as amended (the "Schedule 13D"), originally filed with the Securities and Exchange Commission on February 15, 2000 by Shell Capital Limited and The Shell Petroleum Company Limited (collectively, the "Reporting Persons"). Information in the Schedule 13D remains in effect except to the extent that it is superseded and/or supplemented by the information contained in this Amendment No. 4. Information given in response to each item shall be deemed to be incorporated by reference in all other items. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D set forth below are hereby amended and supplemented as follows: Item 4. Purpose of the Transaction Item 4 is amended to replace the fourth and fifth paragraphs with the following: The transactions contemplated by the Sale and Purchase Agreement were consummated on May 7, 2002. On the date of such consummation, the following, among other things, occurred: (i) Shell Capital Limited and the Issuer entered into Amendment No. 1 to the Amended and Restated Warrant Agreement, the purpose of which was to remove any existing prohibition set forth in the Amended and Restated Warrant Agreement with respect to the ability of Shell Capital Limited to transfer the Warrants to non-affiliates of Shell Capital Limited (the foregoing summary of Amendment No. 1 to the Amended and Restated Warrant Agreement is qualified in its entirety by reference to Exhibit E which is attached hereto) and (ii) Shell Capital Limited transferred the Warrants to CAIH. As a result of the consummation of the transactions contemplated by the Sale and Purchase Agreement, the Reporting Persons no longer have beneficial ownership with respect to the Warrants. Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended and restated in its entirety as follows: "At the close of business on May 7, 2002, each of the Reporting Persons had no beneficial ownership of the Warrants." Item 5(b) is hereby amended and restated in its entirety as follows: "At the close of business on May 7, 2002, each of the Reporting Persons had no sole or shared power to vote, direct the vote, dispose, or direct the disposition of, the Warrants or the underlying shares of Common Stock." Item 5(c) is hereby amended and restated in its entirety as follows: "Other than the transactions contemplated by the Sale and Purchase Agreement described in Item 4, which description is incorporated by reference in this Item, there have been no transactions by the Reporting Persons since the most recent amendment to Schedule 13D filed on May 6, 2002." Item 5(d) is hereby amended and restated in its entirety as follows: "Not applicable." Item 5(e) is hereby amended and restated in its entirety as follows: "As a result of the consummation of the transactions contemplated by the Sale and Purchase Agreement on May 7, 2002, the Reporting Persons no longer have beneficial ownership of the Warrants." Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 is amended and restated in its entirety as follows: "Other than as described in Item 4, which description is incorporated by reference in this Item, none of the Reporting Persons or, to the best knowledge of such persons, any person named in Schedule A to this statement has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies." Item 7. Material to be filed as Exhibits: Exhibit A - Sale and Purchase Agreement, dated May 3, 2002, between Shell Capital Inc. and Central Asian Industrial Holdings N.V. Exhibit B - Amended and Restated Warrant Agreement, dated April 18, 2001, between Chaparral Resources, Inc. and Shell Capital Limited. Exhibit C - Loan Agreement, dated as of November 1, 1999, among Chaparral Resources, Inc., Central Asian Petroleum (Guernsey) Limited, Central Asian Petroleum, Inc., Closed Type JSC Karakudukmunay, Shell Capital Services Limited and Shell Capital Limited. Exhibit D - Supplemental Agreement, dated February 10, 2000, to the Loan Agreement set out in Exhibit C, among Chaparral Resources, Inc., Central Asian Petroleum (Guernsey) Limited, Central Asian Petroleum, Inc., Closed Type JSC Karakudukmunay, Shell Capital Services Limited and Shell Capital Limited. Exhibit E - Amendment No. 1 to the Amended and Restated Warrant Agreement, dated May 7, 2002, between Chaparral Resources, Inc. and Shell Capital Limited. Exhibit F - Agreement to Joint Filing of The Shell Petroleum Company Limited. Exhibit G - Power of Attorney given by Shell Capital Limited to Roderick Innes Owen, dated May 1, 2002. 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. Dated: May 9, 2002 SHELL CAPITAL LIMITED /s/ Roderick Innes Owen ---------------------------------------- Name: Roderick Innes Owen Title: Attorney in fact SCHEDULE A I. Shell Capital Limited Each person named below is a director and/or executive officer of Shell Capital Limited, whose principal business is described in Item 2 of Schedule 13D filed on February 15, 2000 by Shell Capital Limited and The Shell Petroleum Company Limited.
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP Judith Gubala Boynton Shell Centre Member of the Board of Directors London SE1 7NA of Shell Capital Limited; American Director of Finance The Shell Petroleum Company Limited Michael Patrick Treanor Shell Centre Member of the Board of Directors British London SE1 7NA of Shell Capital Limited Ralph Neil Gaskell Shell Centre Member of the Board of Directors British London SE1 7NA of Shell Capital Limited; Group Treasurer Shell International Limited
II. The Shell Petroleum Company Limited Each person named below is a director of The Shell Petroleum Company Limited, whose principal business is described in Item 2 of Schedule 13D filed on February 15, 2000 by Shell Capital Limited and The Shell Petroleum Company Limited.
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP Mr Hendrikus de Ruiter Carel van Bylandtlaan 30 Retired Former Executive Dutch 2596 HR The Hague Royal Dutch Petroleum Company Sir Mark Moody-Stuart Shell Centre Director British London SE1 7NA The "Shell" Transport and Trading Company, p.l.c. Mr Henricus Josephus Carel van Bylandtlaan 30 Managing Director Dutch Maria Roels 2596 HR The Hague Royal Dutch Petroleum Company
Ms Judith Gubala Boynton Shell Centre Member of the Board of American London SE1 7NA Directors of Shell Capital Limited; Director of Finance The Shell Petroleum Company Limited Mr Paul David Skinner Shell Centre Managing Director British London SE1 7NA The "Shell" Transport and Trading Company, p.l.c. Mr Walter van de Vijver Carel van Bylandtlaan 30 Managing Director Dutch 2596 HR The Hague Royal Dutch Petroleum Company Mr Maarten Albert van 71 Lombard Street Chairman Dutch den Bergh London EC3P 3BS Lloyds TSB Group Plc Mr Jeroen van der Veer Carel van Bylandtlaan 30 Managing Director Dutch 2596 HR The Hague Royal Dutch Petroleum Company Mr Lodewijk Christiaan Carel van Bylandtlaan 30 Chairman Supervisory Board Dutch van Wachem 2596 HR The Hague Royal Dutch Petroleum Company Mr Philip Beverley Watts Shell Centre Chairman & Managing Director British London SE1 7NA The "Shell" Transport and Trading Company, p.l.c.
EXHIBIT INDEX Exhibit No. Description A Sale and Purchase Agreement, dated May 3, 2002, between Shell Capital Inc. and Central Asian Industrial Holdings N.V. **** B Amended and Restated Warrant Agreement, dated April 18, 2001, between Chaparral Resources, Inc. and Shell Capital Limited.* C Loan Agreement, dated as of November 1, 1999, among Chaparral Resources, Inc., Central Asian Petroleum (Guernsey) Limited, Central Asian Petroleum, Inc., Closed Type JSC Karakudukmunay, Shell Capital Services Limited and Shell Capital Limited.** D Supplemental Agreement, dated February 10, 2000 to the Loan Agreement set out in Exhibit C, among Chaparral Resources, Inc., Central Asian Petroleum (Guernsey) Limited, Central Asian Petroleum, Inc., Closed Type JSC Karakudukmunay, Shell Capital Services Limited and Shell Capital Limited.*** E Amendment No. 1 to the Amended and Restated Warrant Agreement, dated May 7, 2002, between Chaparral Resources, Inc. and Shell Capital Limited. F Agreement to Joint Filing of The Shell Petroleum Company Limited. G Power of Attorney given by Shell Capital Limited to Roderick Innes Owen, dated May 1, 2002.**** ------------------ * Incorporated herein by reference to Amendment No. 1 to Schedule 13-D filed by the Reporting Persons with respect to the Common Stock of the Issuer with the Securities and Exchange Commission on April 27, 2001. ** Incorporated herein by reference to Form 8-K (Current Report for the period ending October 25, 1999) filed by the Issuer with the Securities and Exchange Commission on November 17, 1999. *** Incorporated herein by reference to Schedule 13-D filed by the Reporting Persons with respect to the Common Stock of the Issuer with the Securities and Exchange Commission on February 15, 2000. **** Incorporated herein by reference to Amendment No. 3 to Schedule 13-D filed by the Reporting Persons with respect to the Common Stock of the Issuer with the Securities and Exchange Commission on May 6, 2001. EXHIBIT F Agreement to Joint Filing The Shell Petroleum Company Limited The undersigned agrees that Amendment No. 4 to the Schedule 13D executed by Shell Capital Limited to which this Agreement to Joint Filing is attached as an exhibit is filed on behalf of The Shell Petroleum Company Limited pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934. Dated: May 8, 2002 THE SHELL PETROLEUM COMPANY LIMITED By: /s/ Jyoti Eruch Munsiff ----------------------------------- Name: Jyoti Eruch Munsiff Title: Company Secretary