UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 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
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CUSIP No. 159420207 Page 2 of 12 Pages
--------------------------------- ------------------------------
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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 BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 0
--------------------------------------------
EACH 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 of 12 Pages
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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
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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 BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 0
--------------------------------------------
EACH 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. 2 amends and supplements the Schedule 13D (the "Schedule
13D"), as amended, 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. 2. 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 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 undertake 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 into 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 Amended and Restated Warrant Agreement and the Loan Agreement is
qualified in its entirety by reference to Exhibits A, B and C, which are
attached hereto.
On November 1, 2001, the Issuer issued a press release announcing that, among
other things, it had received a notice of occurrence of certain events of
default from Shell Capital Services Limited (in its capacity as facility agent
under the Loan Agreement). On January 17, 2002, the Issuer issued a press
release announcing that, among other things, (x) it had received a notice of the
occurrence of additional events of default and a notice accelerating the payment
of $37,289,628 in outstanding principal, interest, and other fees and expenses
due under the Loan Agreement and (y) Shell Capital Services Limited (in its
capacity as facility agent under the Loan Agreement) had also initiated legal
proceedings against the Issuer in the United Kingdom and against one of the
Issuer's subsidiaries in the Isle of Guernsey to enforce rights under the
-4-
Loan Agreement. At the instance of Shell Capital Services Limited, a statutory
demand was served on Central Asian Petroleum (Guernsey) Limited (a wholly-owned
indirect subsidiary of the Issuer) in the Isle of Guernsey for payment of the
amount outstanding under the Loan Agreement. Pursuant to the terms of the
statutory demand, Central Asian Petroleum (Guernsey) Limited was requested to
pay the amounts outstanding under the Loan Agreement within 21 days of the date
of service of the statutory demand. Central Asian Petroleum (Guernsey) Limited
failed to make any payment within the 21-day period and on February 7, 2002
Shell Capital Services Limited petitioned the Royal Court in the Isle of
Guernsey for an Order that Central Asian Petroleum (Guernsey) Limited be
compulsorily wound up by the Royal Court pursuant to Section 94 of the Companies
(Guernsey) Law, 1994 and that a liquidator be appointed in this connection. A
hearing in connection with the petition is scheduled for April 15, 2002.
The Reporting Persons expect to evaluate on an ongoing basis the Issuer's
financial condition, business, operations and prospects, market price of the
Common Stock, conditions in securities markets generally, general economic and
industry conditions and other factors, and will continue to evaluate their
options accordingly. The Reporting Persons reserve the right to change their
plans and intentions at any time, as they deem appropriate, and they reserve the
right to pursue alternative actions, plans or proposals, including, without
limitation, (i) pursuing legal or regulatory action to enforce their rights and
remedies under the Loan Agreement (as in effect from time to time) or other
remedies from time to time available to them (including the right to defer,
postpone or refrain from pursuing such legal or regulatory action), (ii)
negotiating and entering into one or more agreements or settlements for the
repayment of outstanding amounts owing by the Issuer under the Loan Agreement,
and (iii) at any time and from time to time increasing or decreasing their
holdings of Common Stock (including warrants for Common Stock and/or other
securities convertible into or exercisable or exchangeable for Common Stock)
through open market purchases, privately negotiated transactions or otherwise
(subject to any applicable limitations of the Securities Act of 1933, as
amended, and the Securities and Exchange Act of 1934, as amended).
Except as set forth in this Item 4, and as otherwise contemplated by the Amended
and Restated Warrant Agreement and the Loan Agreement, as supplemented by a
supplemental agreement, none of the Reporting Persons and, to the best knowledge
of the Reporting Persons, none of the persons set forth on Schedule A, has any
other current plans or proposals that relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto, or other actions which may impede the acquisition of the
control of the Issuer by any Person; (h) any of the Issuer's securities being
de-listed from a national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) any of the Issuer's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
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The Reporting Persons reserve the right to modify their present intentions or
purposes and formulate one or more plans or proposals to take one or more of the
actions referred to in clauses (a) through (j) of the immediately preceding
sentence."
Item 7. Material to be filed as Exhibits:
Exhibit A - Amended and Restated Warrant Agreement, dated April 18, 2001 between
Chaparral Resources, Inc. and Shell Capital Limited.
Exhibit B - Loan Agreement, dated as of 1 November, 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 C - Supplemental Agreement, dated 10 February 2000 to the Loan Agreement
set out in Exhibit B, 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 - Agreement to Joint Filing of The Shell Petroleum Company Limited.
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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: February 13, 2002
SHELL CAPITAL LIMITED
/s/ Michael Patrick Treanor
------------------------------
Name: Michael Patrick Treanor
Title: Director
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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
Shell Centre Member of the Board of Directors
Judith Gubala Boynton 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;
Managing Director 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
-8-
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
Mr 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
-9-
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 den Carel van Bylandtlaan 30 Director 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 Chairman & Managing Director British
London SE1 7NA The "Shell" Transport and
Trading Company, p.l.c.
-10-
EXHIBIT INDEX
Exhibit No. Description
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A Amended and Restated Warrant Agreement, dated April 18, 2001
between Chaparral Resources, Inc. and Shell Capital Limited.*
B Loan Agreement, dated as of 1 November, 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.**
C Supplemental Agreement, dated 10 February 2000 to the Loan
Agreement set out in Exhibit B, 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 Agreement to Joint Filing of The Shell Petroleum Company Limited.
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* 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.
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EXHIBIT D
Agreement to Joint Filing
The Shell Petroleum Company Limited
The undersigned agrees that Amendment No. 2 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: February 12, 2002
THE SHELL PETROLEUM
COMPANY LIMITED
By:/s/ Jyoti Eruch Munsiff
--------------------------
Name: Jyoti Eruch Munsiff
Title: Company Secretary