SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CHAPARRAL RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
159420207
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(CUSIP Number)
ASKAR ALSHINBAYEV
CENTRAL ASIAN INDUSTRIAL HOLDINGS N.V.
SCHARLOOWEG 81
CURACAO
NETHERLANDS ANTILLES
599 9 461 6261
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 10, 2002
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("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).
(Continued on following pages)
CUSIP No. 159420207 13D Page 2 of __ Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Central Asian Industrial Holdings N.V.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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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
Netherlands Antilles
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7 SOLE VOTING POWER
NUMBER OF
26,002,624
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
26,002,624
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,002,624
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.54%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Statement relates is the Common
Stock, par value $0.0001 per share (the "Common Stock"), of Chaparral Resources,
Inc., a Delaware corporation (the "Company"). The principal business address of
the Company is 16945 Northchase Drive, Suite 1620, Houston, Texas 77060.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Central Asian Industrial Holdings
N.V., a corporation organized under the laws of the Netherlands Antilles (the
"Reporting Person"). The principal business address of the Reporting Person is
Scharlooweg 81, Curacao, Netherlands Antilles. The principal business of the
Reporting Person is acquiring, owning, administering and managing, selling,
exchanging, transferring, alienating, issuing and trading in shares and other
participation certificates, bonds, funds, promissory notes, acknowledgements of
debt, bills of exchange, other debt instruments, and other securities, borrowing
and lending moneys and providing security, investing capital in real estate,
dealing in futures and carrying on general trading activities.
Askar Alshinbayev, Nina Zhusupova and Nurzhan Subkhanberdin (the
"Principal Stockholders") collectively own a majority of the outstanding shares
of voting stock of the Reporting Person. Certain of the Principal Stockholders
also serve as directors and executive officers of the Reporting Person.
The name, residence or business address, present principal occupation
or employment, principal business address of any corporation or other
organization in which such employment is conducted, and citizenship for each of
the Principal Stockholders and for each director and executive officer of the
Reporting Person are set forth on Schedule 1 attached to this Statement.
During the last five years, none of the Principal Stockholders, the
Reporting Person or any of the directors or executive officers of the Reporting
Person identified on Schedule 1 attached to this Statement has been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, none of the Principal Stockholders, the Reporting
Person, or any of the directors or executive officers of the Reporting Person
identified on Schedule 1 attached to this Statement was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 9, 2002, the Reporting Person and the Company entered into a
Master Agreement (the "Master Agreement") pursuant to which the Reporting Person
acquired from the Company 22,925,701 shares of Common Stock (the "Shares"), a US
$4,000,000 principal amount Promissory Note (the "Note") and a Stock Purchase
Warrant exercisable to acquire 3,076,923 shares of Common Stock (the "Warrant").
Copies of the Master Agreement, the Note and the Warrant are included as
Exhibits A, B and C, respectively, to this Statement.
The Reporting Person used funds included in its working capital to
acquire the Shares, the Note and the Warrant. The aggregate purchase price of
the Shares was US $8,000,000. The aggregate purchase price of the Note and the
Warrant was US 4,000,000. If the Reporting Person determines to exercise the
Warrant, the Reporting Person expects to use funds included in its working
capital to pay the exercise price payable pursuant to the Warrant. The aggregate
exercise price payable upon the exercise of the Warrant in full is US
$4,000,000, subject to adjustment upon the occurrence of certain events as
provided in the Warrant.
ITEM 4. PURPOSE OF TRANSACTION.
On May 3, 2002, the Reporting Person entered into a Sale and Purchase
Agreement (the "Shell Loan Sale and Purchase Agreement") with Shell Capital Inc.
("Shell"). A copy of the Shell Loan Sale and Purchase Agreement is included as
Exhibit D to this Statement.
Pursuant to the Shell Loan Sale and Purchase Agreement, on May 7, 2002
the Reporting Person acquired all of the rights and interests of Shell under the
Loan Agreement dated November 1, 1999, as amended (together with all related
agreements and instruments, the "Shell Loan Agreement"), among the Company, as
borrower, CAP(G), Central Asian Petroleum, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("CAP(D)"), and Closed Joint Stock
Company Karakudukmunai, a joint stock company organized under the laws of the
Republic of Kazakhstan and an indirect subsidiary, through CAP(G) and CAP(D), of
the Company ("KKM"), as co-obligors, and the banks, financial institutions and
other persons named therein, as lenders.
Upon the completion of the transactions contemplated by the Shell Loan
Sale and Purchase Agreement, Shell discontinued and withdrew the legal
proceedings involving the Company and CAP(G) pending in the United Kingdom and
Guernsey and the parties entered into a mutual general release of all claims
arising under or in connection with the Shell Loan Agreement, other than claims
which might be brought by the Reporting Person in the future to enforce its
rights thereunder.
In order to facilitate the transactions contemplated by the Shell Loan
Purchase and Sale Agreement, Open Joint Stock Company Kazkommertsbank, a joint
stock company organized under the laws of the Republic of Kazakhstan
("Kazkommertsbank"), agreed to provide a credit line of up to US $33,000,000
including a US $28,000,000 refinancing loan to KKM (the "Refinancing Loan") and
a US $5,000,000 working capital loan (the "Working Capital Loan"). The Principal
Stockholders collectively own a majority of the outstanding shares of voting
stock of Kazkommertsbank. Certain of the directors and executive officers of
Kazkommertsbank also serve as directors or executive officers of the Reporting
Person.
The Refinancing Loan and Working Capital Loan are repayable within five
years of their date of issuance and bear interest at 14% per annum. The Company
paid the Reporting Person a US $1,788,000 restructuring fee. KKM used the
proceeds of the Refinancing Loan to discharge certain indebtedness owed by KKM
to CAP(G), which in turn used the proceeds of such repayment to discharge
certain indebtedness owned by CAP(G) to the Company. The Company used the
proceeds of the debt repayment from CAP(G) to
discharge, by payment to Shell, US $28,000,000 of the indebtedness under the
Shell Loan Agreement. Following the repayment to Shell and completion of the
Master Agreement, the remaining indebtedness under the Shell Loan Agreement was
reduced to US $2,450,000 and restructured to reflect a 14% annual interest rate,
the warrant to purchase 1,785,455 shares of Common Stock issued to Shell in
connection with the Shell Loan Agreement was surrendered to the Company for
cancellation, the 40% net profits interest in CAP(G) held by Shell was
transferred to the Reporting Person to be repurchased for a nominal amount by
CAP(G) and cancelled. All other agreements between the Company and its
subsidiaries and Shell and its affiliates were terminated in connection with the
refinancing of the Shell Loan Agreement, including KKM's crude oil sales
agreement with Shell Trading International Limited and the technical services
agreement with Shell Capital Services Limited. In addition, the Reporting Person
agreed to the cancellation of the Company's OPIC political risk insurance and
transportation risk insurance policies.
On May 9, 2002, the Reporting Person and the Company entered into the
Master Agreement pursuant to which, on May 10, 2002 (a) the Reporting Person
purchased the Shares from the Company for an aggregate purchase price of US
$8,000,000 in cash and (b) the Reporting Person purchased the Note from the
Company and Central Asian Petroleum (Guernsey) Limited, a Guernsey corporation
and a wholly-owned subsidiary of the Company ("CAP(G)"), together with the
Warrant issued by the Company, for US $4,000,000 in cash. The Note is repayable
on the third anniversary of its date of issuance and bears interest at 12% per
annum.
The Company and the Reporting Person also entered into a Registration
Agreement on May 10, 2002 (the "Registration Agreement") pursuant to which the
Company agreed to register for resale pursuant to the United States federal and
state securities laws the Shares and the shares of Common Stock acquirable upon
the exercise of the Warrant. A copy of the Registration Agreement is included as
Exhibit E to this Statement.
In connection with the consummation of the transactions contemplated by
the Master Agreement, four of the Company's incumbent directors, John G.
McMillian, David A. Dahl, Ted Collins, Jr., and Richard Grant, voluntarily
resigned as directors and the board adopted a resolution increasing the size of
the board to seven directors. Five new directors, Askar Alshinbayev, Ian Connor,
John Duthie, Nikolai Klinchev and Peter G. Dilling have been appointed to fill
the resulting vacancies on the board. Biographical information regarding the
newly-appointed directors is included on Schedule 2 to this Statement.
As a condition to the consummation by the Reporting Person of
transactions contemplated by the Master Agreement, Allen & Company Incorporated
and Whittier Ventures LLC, which collectively owned a majority of the
outstanding shares of Common Stock prior to the issuance of the Shares to the
Reporting Person, entered into agreements pursuant which they agreed to vote all
of the shares of Common Stock held by them in favor of certain amendments to the
Company's certificate of incorporation and bylaws and to cause the board of
directors of the Company to be comprised of seven directors, five of whom will
be designated by the Reporting Person and two of whom will be designated by the
Company's incumbent directors and be acceptable to the Reporting Person. Copies
of the agreements entered into by Allen & Company Incorporated and Whittier
Ventures LLC and the forms of the proposed amendments to the Company's
certificate of incorporation and bylaws are included as Exhibits F, G, H and I,
respectively, to this Statement. Pursuant to the Master Agreement, the Company
agreed to hold an annual or special meeting of its stockholders as soon as
practicable at which the amendments to the Company's certificate of
incorporation and bylaws will be submitted for approval by the Company's
stockholders.
In addition, in connection with the consummation of the transactions
contemplated by the Master Agreement, the Company repurchased 50,000 shares of
its Series A Preferred Stock held by Exeter Finance Group, Inc. for a purchase
price of US $2,300,000 in cash and acquired the beneficial interest in 100% of
the issued stock of Korporatsiya Mangistau Terra International (which owns 10%
of the shares in KKM) for a purchase price of US $1,200,000 in cash and
1,000,000 shares of Common Stock. Following completion of these transactions, no
shares of the Company's Series A Preferred Stock remain outstanding and the
Company increased its ownership of KKM to 60%.
The foregoing descriptions of the Shell Loan Sale and Purchase
Agreement, the Master Agreement, the Note, the Warrant, the Registration
Agreement and the agreements of certain principal stockholders of the Company
are qualified in their entirety by reference to the complete terms and
conditions of such agreements, which are attached to this Statement as Exhibits
A through I.
The Reporting Person has acquired the Shares and the Warrant for
investment purposes. The Reporting Person will continue to evaluate its
investment in the Company on the basis of various factors, including the
Company's business, financial condition, results of operations and prospects,
general economic and industry conditions, and the securities markets in general
and those for the Company's shares. Based upon such evaluation, the Reporting
Person may take such actions in the future as it may deem appropriate in light
of the circumstances existing from time to time. Depending on market and other
factors, the Reporting Person may seek to acquire additional shares of Common
Stock in the open market, in private transactions, through a tender offer or
otherwise, or determine to dispose of all or a portion of the Common Stock
beneficially owned by the Reporting Person, including through sales in the open
market, underwritten public offerings, private sale transactions and hedging
transactions with third parties.
Except as set forth in this Item 4, the Reporting Person does not have
any plans or proposals with respect to any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The Reporting Person beneficially owns 26,002,624 shares of
Common Stock, representing 64.54% of the outstanding shares of Common Stock. The
percentage beneficial ownership of the Reporting Person has been determined
based on the 14,283,801 shares of Common Stock outstanding as of April 1, 2002,
as reported in the Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 2001. The Reporting Person has sole power to vote or direct
the voting of, and sole power to dispose or direct the disposition of, the
26,002,624 shares of Common Stock it beneficially owns.
(c) The Reporting Person acquired 22,925,701 shares of Common Stock
on May 10, 2002 pursuant to the Master Agreement for a purchase price of US
$0.349 per share, or an aggregate purchase price of US $8,000,000. The Reporting
Person acquired the Warrant, which is exercisable for 3,076,923 shares of Common
Stock, on May 10, 2002 pursuant to the Master Agreement. The Warrant is
immediately exercisable at the option of the Reporting Person and provides for
an exercise price of US $1.30 per share, or an aggregate exercise price of US
$4,000,000. The exercise price and number of shares acquirable upon the exercise
of the Warrant are subject to adjustment upon the occurrence of certain events
as provided in the Warrant.
(d)-(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Item 4 above is incorporate herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Master Agreement
Exhibit B - Note
Exhibit C - Warrant
Exhibit D - Shell Loan Sale and Purchase Agreement
Exhibit E - Registration Agreement
Exhibit F - Agreement of Allen & Company Incorporated
Exhibit G - Agreement of Whittier Ventures LLC
Exhibit H - Form of Proposed Amendment to
Certificate of Incorporation
Exhibit I - Form of Proposed Amendments to Bylaws
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.
May 20, 2002
CENTRAL ASIAN INDUSTRIAL
HOLDINGS N.V.
/s/ Askar Alshinbayev
--------------------------
Askar Alshinbayev
Managing Director
SCHEDULE 1
INFORMATION REGARDING PRINCIPAL
STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS
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PRINCIPAL STOCKHOLDERS
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PRINCIPAL ADDRESS OF
NAME ADDRESS OCCUPATION EMPLOYER CITIZENSHIP
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Askar Alshinbayev Apt.15, 110/40 Director Scharlooweg 81 Kazakhstani
Kunaev Str., Curacao
Almaty, Kazakhstan Netherlands Antilles
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Nina Zhusupova Apt. 3, 227 Director 500, Gornaya Kazakhstani
Mukanova Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Nurzhan Subkhanberdin Apt. 10, 110/40 Director Scharlooweg 81 Kazakhstani
Kunaev Str., Curacao
Almaty, Kazakhstan Netherlands Antilles
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DIRECTORS OF CAIC
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PRINCIPAL ADDRESS OF
NAME ADDRESS OCCUPATION EMPLOYER CITIZENSHIP
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Eldar Abdrazakov Apt. 61, 534 Director 500, Gornaya Kazakhstani
Seifullin Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Azat Abishev Apt. 55, 103/40 Director 500, Gornaya Kazakhstani
Dostyk Ave., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Askar Alshinbayev Apt.15, 110/40 Director 500, Gornaya Kazakhstani
Kunaev Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Aidar Akhmetov, Apt. 4, 500 Gornaya Director 500, Gornaya Kazakhstani
Str., Almaty, Street, 480020,
Kazakhstan Almaty, Republic of
Kazakhstan
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Nurzhan Bekshenov, Apt. 67, 3 Director 500, Gornaya Kazakhstani
Rimskogo-Korsakova Street, 480020,
Str., Almaty, Almaty, Republic of
Kazakhstan Kazakhstan
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Aibar Dautov Apt. 63, 163 Director 500, Gornaya Kazakhstani
Klochkova Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Iskander Yerimbetov Apt. 17, 9-B Director 500, Gornaya Kazakhstani
Shashkina Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Nina Zhusupova Apt. 3, 227 Director 500, Gornaya Kazakhstani
Mukanova Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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Nurzhan Subkhanberdin Apt. 10, 110/40 Director 500, Gornaya Kazakhstani
Kunaev Str., Street, 480020,
Almaty, Kazakhstan Almaty, Republic of
Kazakhstan
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DIRECTORS OF REPORTING PERSON
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PRINCIPAL ADDRESS OF
NAME ADDRESS OCCUPATION EMPLOYER CITIZENSHIP
--------------------------------------------------------------------------------------------------------------
Equity Trust Scharlooweg 81,
(Curacao) N.V. Curacao,
Netherlands
Antilles
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Askar Alshinbayev Apt.15, 110/40 Director Scharlooweg 81, Kazakhstani
Kunaev Str., Curacao,
Almaty, Kazakhstan Netherlands Antilles
--------------------------------------------------------------------------------------------------------------
Nurzhan Subkhanberdin Apt. 10, 110/40 Director Scharlooweg 81, Kazakhstani
Kunaev Str., Curacao,
Almaty, Kazakhstan Netherlands Antilles
--------------------------------------------------------------------------------------------------------------
Yevgeniy Feld Apt. 8, 70 Zenkova Director Scharlooweg 81, Kazakhstani
Str., Almaty, Curacao,
Kazakhstan Netherlands Antilles
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EXECUTIVE OFFICERS OF REPORTING PERSON
--------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL ADDRESS OF
TITLE ADDRESS OCCUPATION EMPLOYER CITIZENSHIP
--------------------------------------------------------------------------------------------------------------
Askar Alshinbayev Apt.15, 110/40 Director Scharlooweg 81, Kazakhstani
Chief Executive Kunaev Str., Curacao,
Officer Almaty, Kazakhstan Netherlands Antilles
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SCHEDULE 2
BIOGRAPHICAL INFORMATION REGARDING DIRECTORS
Askar Alshinbayev, age 37, has served as Managing Director of OJSC
Kazkommertsbank, the largest private bank in the Republic of Kazakhstan, since
1996. Mr. Alshinbayev received a degree in computer control systems from the
Kazakh Polytechnic Institute in Almaty, Kazakhstan and studied at the Institute
of Economy, Academy of Science of Russia in Moscow, Russia.
Ian Connor, age 35, has served as Managing Director of OJSC
Kazkommertsbank since April 2001. From May 1997 though March 2001, Mr. Connor
served as a senior executive officer of Global Menkul Degerler A.S., a major
Turkish brokerage house. Mr. Connor received a B.Sc. Mathematics from the
University of Edinburgh in 1988 and qualified as a member of the Institute of
Chartered Accountants in England and Wales in 1991.
Peter G. Dilling has served has President, Chief Executive Officer and
Director of Anglo-African Energy since 1999. Prior to 1999, Mr. Dilling served
as a senior officer or consultant to several firms in the oil and gas
exploration and production industry. Mr. Dilling is a Law graduate from London,
England.
John Duthie, age 59, has served as Country Manager for WestLB Turkey,
since 1994. He previously held various positions with Merrill Lynch & Co. and
Deutsche Bank. Mr. Duthie received a degree in history in 1963.
Nikolai Klinchev, age 44, has served as Managing Director and board
member of CJSC Karakudukmunai since 1996. Mr. Klinchev graduated from Almaty
Institute of Energy in Almaty, Kazakhstan, as a power engineer in 1980 and
studied production management in St. Petersburg (formerly Leningrad), Russia,
graduating in 1988.
EXHIBIT INDEX
Exhibit A - Master Agreement
Exhibit B - Note
Exhibit C - Warrant
Exhibit D - Shell Loan Purchase and Sale Agreement
Exhibit E - Registration Agreement
Exhibit F - Agreement of Allen & Company Incorporated
Exhibit G - Agreement of Whittier Ventures LLC
Exhibit H - Form of Proposed Amendment to
Certificate of Incorporation
Exhibit I - Form of Proposed Amendments to Bylaws