-----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, UkB7NIkMjO6etglA2eR0DZOFdBDeBKT/CqKFzK8qRg6iJ+supGCe5E6ezhCJCtcu d8NurzeO+cKL709++seuEQ== 0000950168-97-001171.txt : 19970508 0000950168-97-001171.hdr.sgml : 19970508 ACCESSION NUMBER: 0000950168-97-001171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970507 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL PETROLEUM CORP /NV/ CENTRAL INDEX KEY: 0000799119 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] 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: 97597563 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 GEORGE N. FARIS, AMERICAN INT. PETROLEUM CO. 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21) 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) April 22, 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 4 pages SCHEDULE 13D CUSIP No. 026909-20-0 Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING 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 3,515,525 (See Item 5) NUMBER 8) SHARED VOTING POWER OF SHARES None BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 3,515,525 (See Item 5) REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,515,525 (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) 9.3% 14) TYPE OF REPORTING PERSON IN Page 3 of 4 pages Except as set forth in this Amendment No. 21 to Schedule 13D (the "Amendment"), the Schedule 13D of the Reporting Person, as amended by Amendments No. 1 through 20, with respect to the shares of Common Stock, par value $.08 ("Shares"), of American International Petroleum Corporation, a Nevada corporation (the "Issuer"), remains in full force and effect. Item 3. Source and Amount of Funds or Other Consideration. On April 22, 1997, in a privately negotiated transaction, the Reporting Person purchased certain convertible debentures originally issued by the Issuer in an offering pursuant to Regulation S under the Securities Act of 1933, as amended (the "Act"). The Reporting Person then converted the debentures into an aggregate of 895,349 Shares, pursuant to the terms of the debentures. The Reporting Person paid a total of $225,000 for the debentures from his personal funds, which amount was equal to the aggregate principal amount of the debentures. Item 4. Purpose of Transaction. The Reporting Person acquired the additional 895,349 Shares as an investment. The Issuer intends to register the Reporting Person's Shares pursuant to a Registration Statement filed under the Act. 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 his evaluation of his financial planning, upon the Issuer's business and prospects and upon future developments in general business, economic and market conditions, determine to increase, decrease or continue to hold or dispose of his position in the Issuer. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person may be deemed to beneficially own 3,515,525 Shares, representing approximately 9.3% of the outstanding Shares of the Issuer (based on 36,726,539 Shares of the Issuer reported to be outstanding as set forth in the Issuer's Annual Report on Form 10-K for the year ended December 31, 1996). The beneficial ownership amount excludes the 29,800 Shares owned by the Reporting Person's wife, Claudette Faris, with respect to which the Reporting Person disclaims beneficial ownership, and excludes 250,000 stock options that are not exercisable within 60 days hereof. Page 4 of 4 pages (b) The Reporting Person, as of May 1, 1997, may be deemed to have sole voting power over 3,515,525 Shares (including Shares underlying warrants to purchase 285,669 Shares and options to purchase 952,500 Shares and excluding 250,000 Shares underlying options which are not exercisable until October 22, 1997). 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 may be deemed to have sole dispositive power over 3,515,525 Shares (including such warrants and options to purchase 1,238,169 Shares). (c) The Reporting Person has not, in the past sixty days, engaged in any transactions involving Shares of the Issuer. (d) and (e) N/A. Item 7. Material to be Filed as Exhibits. 1) Form of 12.5% Series X Senior Subordinated Convertible Redeemable Debenture, due January 2, 1998 (Incorporated by reference from the Issuer's Quarterly Report on Form 10-Q, for the quarter ended September 30, 1997). 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 1, 1997 /s/ George N. Faris ---------------------------- George N. Faris -----END PRIVACY-ENHANCED MESSAGE-----