UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Chaparral Resources, Inc.
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(Name of Issuer)
Warrants to Purchase Shares
of Common Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
159420207
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(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)
May 3, 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
--------------------------------- --------------------------------
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
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY OWNED ------- ----------------------------------------------
8 SHARED VOTING POWER
BY EACH REPORTING 1,785,455 (consisting of Shares issuable
upon excercise of Warrants)
PERSON WITH ------- ----------------------------------------------
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 / /
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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
-------- -----------------------------------------------------------------------
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
0
BENEFICIALY OWNED ------- --------------------------------------------
8 SHARED VOTING POWER
BY EACH REPORTING 1,785,455 (consisting of Shares issuable
upon exercise of Warrants)
PERSON WITH ------- --------------------------------------------
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. 3 amends and supplements the Schedule 13D, as amended (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 and/or supplemented
by the information contained in this Amendment No. 3. 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. (In fact, a director was never nominated
by Shell Capital Services Limited to the board of directors of the Issuer;
however, Shell Capital Inc. (as the transferee of the loan originally extended
by Shell Capital Limited under the Loan Agreement) nominated a director to the
board of directors of Closed Type JSC Karakudukmunay (an indirect, 50%-owned
subsidiary of the Issuer) and such individual served as a director until April
19, 2002.) 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 B, C and D, 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 High Court of Justice, Queens Bench
Division, Commercial Court (the "UK Litigation") and against one of the Issuer's
subsidiaries in the Isle of Guernsey to enforce rights under the 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 (the "Guernsey Liquidation") and that a liquidator be
appointed in this connection.
On May 3, 2002, Shell Capital Inc. (as the transferee of the loan originally
extended by Shell Capital Limited under the Loan Agreement) entered into a Sale
and Purchase Agreement (the "Sale and Purchase Agreement") with Central Asian
Industrial Holdings N.V. ("CAIH"), pursuant to which Shell Capital Inc. has
agreed to assign and transfer to CAIH, and CAIH has agreed to assume and accept
the transfer of, the following: (A) the loans made by Shell Capital Inc. under
the Loan Agreement (including accrued interest), together with all of Shell
Capital Inc.'s present or future rights or claims (i) against the obligors under
the Loan Agreement, (ii) under any security or collateral arrangement relating
to such loans, (iii) under the finance documents entered into in connection with
the Loan Agreement, and (iv) in any insolvency proceedings of the Issuer or any
other obligor under the Loan Agreement, (B) all present and future obligations
of Shell Capital Inc. under the Loan Agreement attributable to the loans and the
other assets assigned and transferred to CAIH and (C) any present or future
rights or claims which Shell Capital Inc. may have against any third party which
are attributable to any of the assets or obligations assigned and transferred to
CAIH. Shell Capital Inc. has also agreed, as soon as is reasonably practicable
following the assignment and transfer contemplated above, to (i) take all
reasonable steps within its control to discontinue the Guernsey Liquidation and
(ii) discontinue the UK Litigation. The consummation of the transactions
contemplated by the Sale and Purchase Agreement is conditioned upon, among other
things, the following: (A) OJSC Kazkommertsbank making a loan to refinance
US$28,000,000 of Closed Type JSC Karakudukmunay's existing indebtedness to
Central Asian Petroleum (Guernsey) Limited, to be used by Central Asian
Petroleum (Guernsey) Limited to refinance the same amount of Central Asian
Petroleum (Guernsey) Limited's existing indebtedness to the Issuer, such that
the Issuer discharges (by way of payment to Shell Capital Inc.) US$28,000,000 of
loans owing to Shell Capital Inc. under the Loan Agreement and (B) Shell Capital
Limited transferring the Warrants to CAIH. In connection with the consummation
of the transactions contemplated by the Sale and Purchase Agreement, among other
things, Shell Capital Services Limited shall resign and cease to be the Facility
Agent, the Modeller and the Arranger with respect to the Loan Agreement and
related agreements. The foregoing summary of the Sale and Purchase Agreement is
qualified in its entirety by reference to Exhibit A which is attached hereto.
Prior to or concurrently with the consummation of the transactions contemplated
by the Sale and Purchase Agreement it is expected that Shell Capital Limited and
the Issuer will enter into Amendment No. 1 to the Amended and Restated Warrant
Agreement, the purpose of which will be to remove any existing prohibition set
forth in the Amended and Restated Warrant Agreement with respect to the ability
of Shell Capital Limited to transfer the Warrants to non-affiliates of Shell
Capital Limited.
The Reporting Persons currently expect that the transactions contemplated by the
Sale and Purchase Agreement to be consummated in May 2002, subject to the
satisfaction or waiver of the conditions precedent set forth in the Sale and
Purchase Agreement, whereupon the Reporting Persons will no longer have
beneficial ownership with respect to the Warrants.
Until such time, if any, as when the transactions contemplated by the Sale and
Purchase Agreement are consummated, 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, as amended, the Loan Agreement, as supplemented
by a supplemental agreement, and the Sale and Purchase 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. 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 - Sale and Purchase Agreement, dated May 3, 2002, between Shell
Capital Inc. and Central Asian Industrial Holdings N.V.
Exhibit B - Amended and Restated Warrant Agreement, dated April 18, 2001,
between Chaparral Resources, Inc. and Shell Capital Limited.
Exhibit C - Loan Agreement, dated as of November 1, 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 D - Supplemental Agreement, dated February 10, 2000, to the Loan
Agreement set out in Exhibit C, 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 E - Agreement to Joint Filing of The Shell Petroleum Company Limited.
Exhibit F - Power of Attorney given by Shell Capital Limited to Roderick Innes
Owen, dated May 1, 2002.
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 6, 2002
SHELL CAPITAL LIMITED
/s/ Roderick Innes Owen
-----------------------------
Name: Roderick Innes Owen
Title: Attorney in fact
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
Judith Gubala Boynton Shell Centre Member of the Board of Directors
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
Ralph Neil Gaskell Shell Centre Member of the Board of Directors British
London SE1 7NA of Shell Capital Limited; Group
Treasurer Shell International
Limited
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 May 3, 2002 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 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
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 71 Lombard Street Chairman Dutch
den Bergh London EC3P 3BS Lloyds TSB Group Plc
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 Chairman Supervisory Board 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.
EXHIBIT INDEX
Exhibit No. Description
A Sale and Purchase Agreement, dated May 3, 2002, between
Shell Capital Inc. and Central Asian Industrial
Holdings N.V.
B Amended and Restated Warrant Agreement, dated April 18,
2001, between Chaparral Resources, Inc. and Shell
Capital Limited.*
C Loan Agreement, dated as of November 1, 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.**
D Supplemental Agreement, dated February 10, 2000 to the
Loan Agreement set out in Exhibit C, 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.***
E Agreement to Joint Filing of The Shell Petroleum
Company Limited.
F Power of Attorney given by Shell Capital Limited to
Roderick Innes Owen, dated May 1, 2002.
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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.