-----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, HeZHmOEZvWW+IRZ51oAKs2MhBUpDTEUTqnyhulk90lTPlAWEoRtW+uSnycT3rfzH ctyVBqd85iwk/CV28CEgvw== 0000728618-97-000114.txt : 19971211 0000728618-97-000114.hdr.sgml : 19971211 ACCESSION NUMBER: 0000728618-97-000114 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971210 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXX PETROLEUM LTD CENTRAL INDEX KEY: 0001047821 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52035 FILM NUMBER: 97735179 BUSINESS ADDRESS: STREET 1: 1000 112 4TH AVE SW STREET 2: CALGARY CITY: ALBERTA CANADA STATE: A0 BUSINESS PHONE: 4032616666 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Maxx Petroleum Ltd ________________________________________ (Name of Issuer) Common Stock ________________________________________ (Title of Class of Securities) 57777D10 _________________________ (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing 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.) * The remainder of the 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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) CUSIP No. 57777D10 13G __________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Metropolitan Life Insurance Company (I.R.S. NO. 13-5581829) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A New York corporation 5. SOLE VOTING POWER 4,759,800 NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY - 0 - OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 7,435,300 8. SHARED DISPOSITIVE POWER - 0 - 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,435,300 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.03% 12. TYPE OF REPORTING PERSON* HC, IC SCHEDULE 13G Item 1 (a). Name of Issuer Maxx Petroleum Ltd Item 1 (b). Address of Issuer's Principal Office: 1000, 112-4th Ave. S.W. Calgary, AB T2P 0H3 Item 2(a). Name of Person Filing Metropolitan Life Insurance Company By Jane C. Weinberg, Associate General Counsel Item 2(b). Address of Principal Business Office One Madison Avenue New York, New York 10010 Item 2(c). Citizenship A New York corporation Item 2(d). Title of Class of Securities Common Stock Item 2(e). CUSIP Number 57777D10 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3 (a) (6) of the Act. (c) [X] Insurance Company as defined in Section 3 (a) (19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b) (ii) (G) (Note: See Item 7). (h) [ ] Group, in accordance with Section 240.13d-1 (b) (1) (ii) (H) SCHEDULE 13G Item 4. Ownership: If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b) (2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: 7,435,300 (b) Percent of Class: 14.03% (c) Number of shares as to which such person has (i) sole power to vote or to direct the vote: 4,759,800 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 7,435,300 (iv) shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following []. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable SCHEDULE 13G Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: The Reporting Person is affiliated with State Street Research and Management Company, Inc., an Investment Adviser registered under Section 203 of the Investment Advisers Act, and has included 7,435,300 shares beneficially owned by them in the totals shown on the cover page as indirectly beneficially owned by the Reporting Person. This affiliate follows an independent investment decision-making process and has sole voting and/or dispositive power of the amount of securities listed. Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: December 8, 1997 Signature: /s/Jane C. Weinberg Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----