-----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, Njs5JdYqPZxI3zHgxp9D7wC5YGvu6MSjO96WrpJ7+K14r1eQ53QSQPCZLwqEhHBu OPk6ystNexop7jpFCFfuKA== 0000950124-95-003918.txt : 19951130 0000950124-95-003918.hdr.sgml : 19951130 ACCESSION NUMBER: 0000950124-95-003918 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951128 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL PETROLEUM CORP /NV/ CENTRAL INDEX KEY: 0000799119 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133130236 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38223 FILM NUMBER: 95596562 BUSINESS ADDRESS: STREET 1: 444 MADISON AVE STE 3203 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129563333 MAIL ADDRESS: STREET 1: 444 MADISON AVE STE 3203 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARIS GEORGE N CENTRAL INDEX KEY: 0000907670 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 444 MADISON AVE STREET 2: SUITE 3203 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212688333 MAIL ADDRESS: STREET 1: 444 MADISON AVE STREET 2: SUITE 3203 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19) AMERICAN INTERNATIONAL PETROLEUM CORPORATION (Name of Issuer) Common Stock. $.08 par value (Title of Class of Securities) 026909-20-0 (CUSIP Number) Charles Snow, Esq. Snow Becker Krauss P.C. 605 Third Avenue New York, New York 10158 (212) 687-3860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 13, 1995 (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 [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 8 pages 2 SCHEDULE 13D CUSIP No. 026909-20-0 Page 2 of 8 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George N. Faris ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS 00 (See Item 3) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION USA 7) SOLE VOTING POWER 2,017,176 (See Item 5) NUMBER 8) SHARED VOTING POWER OF SHARES None BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 2,017,176 (See Item 5) REPORTING PERSON WITH 10) SHARED DISPOSITIVE POWER None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,017,176 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14) TYPE OF REPORTING PERSON IN 2 3 Page 3 of 8 Item 1. Security and Issuer. This Statement relates to shares of Common Stock, par value $.08 per share (the "Shares") of American International Petroleum Corporation, a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 444 Madison Avenue, New York, New York 10022. Item 2. Identity and Background. The Reporting Person is George N. Faris. His business address is 444 Madison Avenue, New York, New York 10022. The Reporting Person is employed as the Chief Executive Officer and Chairman of the Board of the Issuer. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person received 900,000 Shares in exchange for his relinquishing certain rights and benefits under his employment agreement with the Issuer relating to (i) any future changes in control of the Company and (ii) severance payments. Item 4. Purpose of Transaction. The Reporting Person acquired the Shares, as described in Item 3, in exchange for his relinquishing retirement rights and benefits under his employment agreement with the Issuer. The Issuer has also decided, under certain conditions, to grant a stock option to the Reporting Person to purchase up to an additonal 1,000,000 Shares. Such option will not be granted to the Reporting Person unless the Issuer completes certain transactions. If such option is granted, the Reporting Person will file a new Schedule 13D at that time. There is no assurance that such option will ever be granted. Except as otherwise disclosed herein and absent any change in personal circumstances, the Reporting Person intends to maintain his equity position in the Issuer. The Reporting Person, however, intends to review on a continuing basis his investment in the Issuer and may, depending upon such evaluation of the Issuer's business and prospects and upon future developments business and economic conditions, determine to increase, decrease or continue to hold or dispose of his position in the Issuer. 3 4 Page 4 of 8 Item 5. Interest in Securities of the Issuer. (a) The Reporting Person may be deemed to beneficially own 2,017,176 Shares, representing approximately 8.0% of the outstanding Shares of the Issuer.(1) These amounts exclude the 29,800 Shares owned by the Reporting Person's wife, Claudette Faris, with respect to which the Reporting Person disclaims beneficial ownership. (b) The Reporting Person has sole voting power over 2,017,176 Shares (including Shares underlying warrants to purchase 285,669 Shares and options to purchase 204,500 Shares). Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership as to 29,800 Shares owned by Claudette Faris, the Reporting Person's wife, and they are not included in the number stated on lines 7, 9 and 11 of the cover sheet) the Reporting Person has sole dispositive power over 2,017,176 Shares (including warrants and options to purchase 490,169 Shares). (c) The Reporting Person has not, in the past sixty days, engaged in any transactions involving Shares of the Issuer, except as follows: Gift of 85,000 shares to his mother, Emily Faris, as of October 10, 1995. (d) and (e) N/A. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person has no agreements or understandings with any person or entity respecting the securities of the Issuer other than the Issuer. Item 7. Material to be Filed as Exhibits. 1) Amendment to Employment Agreement between the Reporting Person and the Company, dated as of October 13, 1995. ___________________ (1) Based on 25,121,017 Shares of the Issuer reported to be outstanding as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, including the 900,000 Shares. 4 5 Page 5 of 8 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: November 17, 1995 George N. Faris ------------------ George N. Faris 5 6 Page 6 of 8 EXHIBIT INDEX
Page --------- 1) Amendment to Employment Agreement between 7 George Faris and the Company, dated as of October 13, 1995.
6 EX-1 2 EXHIBIT 1 1 Page 7 of 8 AMENDMENT NO. 1 TO AMERICAN INTERNATIONAL PETROLEUM CORPORATION EMPLOYMENT AGREEMENT WITH GEORGE N. FARIS DATED MAY 1, 1989 Amendment dated as of the 13th day of October 1995, between AMERICAN INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation with executive offices located at 444 Madison Avenue, New York, N.Y. 10022 (the "Company"), and GEORGE N. FARIS, residing at 570 Park Avenue, Apt. 10C, New York, NY 10021 (the "Employee"). W I T N E S S E T H WHEREAS, the Employee is currently the Chief Executive Officer and Chairman of the Board of Directors of the Company and has served the Company pursuant to and Employment Agreement dated May 1, 1989; (the "Employment Agreement"); and WHEREAS, both the Company and the Employee recognize that the Company is about to enter a significant new phase in its existence with the conclusion of one or more of various agreements (the "Agreements") with the principals representing certain Indonesian entities; and WHEREAS, the conclusion of one or more of the Agreements could result in a future "Change in Control", or involuntary termination of the Employee, as such circumstances are described in the Employment Agreement, and that such circumstances could require the Company to make significant cash payments to the Employee; and WHEREAS, both the Company and the Employee desire to relieve the Company of the potential burden of such significant cash payments; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Company and the Employee do hereby agree to amend the Employment Agreement as follows: 1. The Employee hereby waives Paragraph 8(d) concerning the Employee's potential involuntary termination, and such Paragraph shall be of no further force or effect. 2. The Employee agrees to waive Section 9 concerning a potential Change in Control and such Section shall be of no further force or effect. 3. In return for the Employee waiving Paragraphs 8(d) and Section 9 of his Employment Contract, the Company will immediately issue to the Employee 900,000 restricted shares (the"Shares") of the Company's common stock. The relative aggregate value of this transaction to the Company and to the Employee is established at $450,000. 2 Page 8 of 8 4. The Employee hereby represents to the Company that the Shares are being acquired for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended. The Employee agrees that a restrictive legend will be placed on the certificate representing the Shares. 5. All other terms of the Employment Agreement will remain in full force and effect. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer and the Employee has signed this Amendment as of the day and year written below his signature hereto. AMERICAN INTERNATIONAL PETROLEUM CORPORATION By: Denis J. Fitzpatrick --------------------------- Denis J. Fitzpatrick Vice President and Chief Financial Officer EMPLOYEE: George N. Faris ------------------------------- George N. Faris Date: October 13, 1995 -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----