UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
(Final Amendment)
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 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
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY OWNED ------- -----------------------------------------------
8 SHARED VOTING POWER
BY EACH REPORTING 0
------- -----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
-------- -----------------------------------------------------------------------
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 7 SOLE VOTING POWER
0
BENEFICIALLY OWNED ------- -----------------------------------------------
8 SHARED VOTING POWER
BY EACH REPORTING 0
------- -----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
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This Amendment No. 4 (Final Amendment) 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. 4.
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 to replace the fourth and fifth paragraphs with the following:
The transactions contemplated by the Sale and Purchase Agreement were
consummated on May 7, 2002. On the date of such consummation, the following,
among other things, occurred: (i) Shell Capital Limited and the Issuer entered
into Amendment No. 1 to the Amended and Restated Warrant Agreement, the purpose
of which was 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
foregoing summary of Amendment No. 1 to the Amended and Restated Warrant
Agreement is qualified in its entirety by reference to Exhibit E which is
attached hereto) and (ii) Shell Capital Limited transferred the Warrants to
CAIH. As a result of the consummation of the transactions contemplated by the
Sale and Purchase Agreement, the Reporting Persons no longer have beneficial
ownership with respect to the Warrants.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended and restated in its entirety as follows:
"At the close of business on May 7, 2002, each of the Reporting Persons had no
beneficial ownership of the Warrants."
Item 5(b) is hereby amended and restated in its entirety as follows:
"At the close of business on May 7, 2002, each of the Reporting Persons had no
sole or shared power to vote, direct the vote, dispose, or direct the
disposition of, the Warrants or the underlying shares of Common Stock."
Item 5(c) is hereby amended and restated in its entirety as follows:
"Other than the transactions contemplated by the Sale and Purchase Agreement
described in Item 4, which description is incorporated by reference in this
Item, there have been no transactions by the Reporting Persons since the most
recent amendment to Schedule 13D filed on May 6, 2002."
Item 5(d) is hereby amended and restated in its entirety as follows:
"Not applicable."
Item 5(e) is hereby amended and restated in its entirety as follows:
"As a result of the consummation of the transactions contemplated by the Sale
and Purchase Agreement on May 7, 2002, the Reporting Persons no longer have
beneficial ownership of the Warrants."
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 is amended and restated in its entirety as follows:
"Other than as described in Item 4, which description is incorporated by
reference in this Item, none of the Reporting Persons or, to the best knowledge
of such persons, any person named in Schedule A to this statement has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including, but not
limited to, the transfer or voting of securities, finder's fees, joint ventures,
loan or option arrangement, puts or calls, guarantees of profits, division of
profits or losses or the giving or withholding of proxies."
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 - Amendment No. 1 to the Amended and Restated Warrant Agreement, dated
May 7, 2002, between Chaparral Resources, Inc. and Shell Capital Limited.
Exhibit F - Agreement to Joint Filing of The Shell Petroleum Company Limited.
Exhibit G - 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 9, 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 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 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 Amendment No. 1 to the Amended and Restated Warrant Agreement,
dated May 7, 2002, between Chaparral Resources, Inc. and Shell
Capital Limited.
F Agreement to Joint Filing of The Shell Petroleum Company Limited.
G Power of Attorney given by Shell Capital Limited to Roderick
Innes Owen, dated May 1, 2002.****
------------------
* 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.
**** Incorporated herein by reference to Amendment No. 3 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 May 6, 2001.
EXHIBIT F
Agreement to Joint Filing
The Shell Petroleum Company Limited
The undersigned agrees that Amendment No. 4 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: May 8, 2002
THE SHELL PETROLEUM
COMPANY LIMITED
By: /s/ Jyoti Eruch Munsiff
-----------------------------------
Name: Jyoti Eruch Munsiff
Title: Company Secretary