UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
April 18, 2001
(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
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CUSIP No. 159420207 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shell Capital Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING PERSON --------------------------------------------------------
WITH 8 SHARED VOTING POWER
1,785,455 (consisting of Shares issuable upon
exercise of Warrants)
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9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,785,455 (consisting of Shares issuable upon
exercise of Warrants)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,785,455 (consisting of Shares issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 159420207 Page 3
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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
BENEFICIALLY
OWNED BY EACH 0
REPORTING PERSON --------------------------------------------------------
WITH 8 SHARED VOTING POWER
1,785,455 (consisting of Shares issuable upon
exercise of Warrants)
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,785,455 (consisting of Shares issuable upon
exercise of Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,785,455 (consisting of Shares issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
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This Amendment No. 1 amends and supplements the Schedule 13D (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 by the information
contained in this Amendment No.1. 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 1. Security and Issuer
The first sentence of Item 1 is amended and restated in its entirety as follows:
"This statement on Schedule 13D relates to warrants (the "Warrants") to purchase
up to 1,785,455 shares of the common stock, par value $0.0001 per share (the
"Common Stock"), of Chaparral Resources, Inc. (the "Issuer")."
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended and supplemented by adding the following paragraph after the
final paragraph thereof:
"In order to clarify certain terms of the Warrants and to give effect to certain
changes in the capital structure of the Issuer to satisfy the terms of the Loan
Agreement, the Issuer and Shell Capital Limited entered into an amended and
restated warrant agreement (the "Amended and Restated Warrant Agreement") on
April 18, 2001. Pursuant to the Amended and Restated Warrant Agreement, the
Issuer granted to Shell Capital Limited Warrants representing the right to
acquire 12.5% of the share capital of the Issuer, exercisable at a price of
$9.79 per share, subject to adjustment in accordance with the terms of the
Amended and Restated Warrant Agreement. The Amended and Restated Warrant
Agreement is attached hereto as Exhibit 1, which is hereby incorporated by
reference."
Item 4. Purpose of the Transaction
Paragraph 1 of Item 4 is amended and restated in its entirety as follows:
"Shell Capital Limited acquired the Warrants in connection with its undertaking
to underwrite and participate in the funding of the Loan Agreement as described
in Item 3. The proceeds of the loan facilities were used to finance the further
development of an oil field project in the Republic of Kazakhstan. It was a
condition precedent in the Loan Agreement that the Issuer undertakes to nominate
as director of the Issuer, on a best efforts basis, a nominee identified by
Shell Capital Services Limited (a company in the Group and a wholly-owned
subsidiary of The Shell Petroleum Company Limited) for the period during which
the loan arrangement remains in place. Furthermore, pursuant to the terms of the
Loan Agreement, the Issuer undertook, on a best efforts basis, to complete a
rights offering for no less than US$6 million on or before June 30, 2000. As the
Issuer satisfied only partially the equity infusion requirements of the Loan
Agreement, the Loan Agreement was amended in August 2000 to extend the Issuer's
equity support commitment from US$6 million on or before June 30, 2000 to US$10
million on or before September 30, 2000. These revised equity requirements were
satisfied through issuances of Common Stock by the Issuer and the acquisition of
US$ 3 million of Common Stock by Capco Resourses, Ltd. As a consequence of these
changes in the capital structure of the Issuer, the Issuer and Shell Capital
Limited deemed it prudent and in their best interest to clarify the terms of the
Warrants, and as a result they entered in the Amended and Restated Warrant
Agreement to reflect such clarifications deemed necessary and appropriate and to
give effect to the changes in the capital structure of the Issuer. The foregoing
summary of the Warrant Agreement and the Loan Agreement is qualified in its
entirety by reference to Exhibits A, B and C, respectively, which are hereby
incorporated by reference."
Item 5. Interest in Securities of the Issuer
(a) Reference is made to the applicable cover page for each Reporting Person
for information concerning (i) the number of shares of Common Stock
beneficially owned by such Reporting Person, and (ii) the percentage of
outstanding Common Stock beneficially owned by such Reporting Person, in
each case as of the date of this filing.
(b) Reference is made to the applicable cover page for each Reporting Person
for information concerning beneficial ownership of shares of Common Stock
as to which such Reporting Person has sole power to vote or to direct the
vote, shared power to vote or direct the vote, sole or shared power to
dispose or to direct the disposition, in each case as of the date of this
filing.
(c) During the past sixty days, none of the Reporting Persons acquired or
disposed of beneficial ownership of Common Stock except as described
herein.
(d) No person other than the Reporting Persons has the right to receive
dividends on the Common Stock issuable upon exercise of the Warrants
beneficially owned by the Reporting Persons described in this Schedule 13D
and proceeds from the sale thereof.
(e) Not applicable.
Item 7. Material to be filed as Exhibits:
Exhibit 1 - Amended and Restated Warrant Agreement, dated April 18, 2001 between
Chaparral Resources, Inc. and Shell Capital Limited.
Exhibit 2 - Agreement to Joint Filing of The Shell Petroleum Company Limited.
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: April 27, 2001
SHELL CAPITAL LIMITED
/s/Michael patrick Treanor
--------------------------------
Name: Michael Patrick Treanor
Title: Director
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
Stephen Murley Shell Centre Member of the Board of Directors British
Garfield Hodge London SE1 7NA of Shell Capital Limited;
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; Chief
Executive Officer 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
SCHEDULE A (continued)
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 Peter Fenwick Holmes Shell Centre Retired Former Executive British
London SE1 7NA The "Shell" Transport and
Trading Company, p.l.c.
Sir John Southwood Shell Centre Retired Former Executive British
Jennings London SE1 7NA The "Shell" Transport and
Trading Company, p.l.c.
Mr Mark Moody-Stuart Shell Centre Chairman & Managing 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
Mr Stephen Murley Shell Centre Member of the Board of British
Garfield Hodge 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 Maarten Albert van den Carel van Bylandtlaan 30 President Dutch
Bergh 2596 HR The Hague Royal Dutch Petroleum Company
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 Retired Former Executive Dutch
van Wachem 2596 HR The Hague Royal Dutch Petroleum Company
Mr Philip Beverley Watts Shell Centre Managing Director British
London SE1 7NA The "Shell" Transport and
Trading Company, p.l.c.
EXHIBIT INDEX
Exhibit No. Description
1 Amended and Restated Warrant Agreement
2 Agreement to Joint Filing of The Shell Petroleum Company Limited