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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Pinnacle Oil International, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
723473104
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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SCHEDULE 13G
CUSIP NO. 723473104
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO'S. OF ABOVE PERSONS (ENTITIES ONLY).
Stephens Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY ________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas, USA
Number of Shares Beneficially Owned by Each Reporting Person With:
5. SOLE VOTING POWER -0-
6. SHARED VOTING POWER 1,066,667
7. SOLE DISPOSITIVE POWER -0-
8. SHARED DISPOSITIVE POWER 1,066,667
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,066,667
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 8.3%
12. TYPE OF REPORTING PERSON HC
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SCHEDULE 13G
CUSIP NO. 723473104
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1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO'S. OF ABOVE PERSONS (ENTITIES ONLY).
SFD Investment LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY ________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas, USA
Number of Shares Beneficially Owned by Each Reporting Person With:
5. SOLE VOTING POWER -0-
6. SHARED VOTING POWER 1,000,000
7. SOLE DISPOSITIVE POWER -0-
8. SHARED DISPOSITIVE POWER 1,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 7.8%
12. TYPE OF REPORTING PERSON 00
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CUSIP NO. 723473104
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ITEM 1.
(a) Name of Issuer: Pinnacle Oil International, Inc.
(b) Address of Issuer's Principal Executive Offices:
Suite 750 Phoenix Place
8407Th Avenue, S.W.
Calgary, Alberta, Canada T2P 3G2
ITEM 2.
(a) Name of Person Filing: Stephens Group, Inc.
SFD Investment LLC
(b) Address of Principal Business Office or, if none, Residence
111 Center Street
Little Rock, Arkansas 72201
(c) Citizenship: Arkansas, USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 723473104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b),
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
N/A
ITEM 4. OWNERSHIP. PROVIDE THE FOLLOWING INFORMATION REGARDING THE
AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF
THE ISSUER IDENTIFIED IN ITEM 1.
(a) Amount beneficially owned: 1,066,667
(b) Percent of class: 8.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 1,066,667
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 1,066,667
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. [ ]
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Stephens Group, Inc. is the 75% parent of SFD Investment LLC and as
such parent is reported herein as having shared power of voting and of
disposition with respect to securities owned by SFD Investment LLC for its own
account.
The number of shares reported as being owned by Stephens Group, Inc.
and SFD Investment LLC as of December 31, 1999 reflects the ownership by SFD
Investment LLC of 800,000 of Series A Convertible Preferred Stock which can be
converted into 800,000 shares of common stock of Pinnacle Oil International,
Inc. ("Pinnacle") and warrants for 200,000 shares of common stock of Pinnacle.
Additionally, the number of shares reported as being owned by Stephens Group,
Inc. also reflects its indirect ownership of 66,667 shares of common stock of
Pinnacle through SFD Investment II LLC, an affiliated limited liability company
of which Stephens Group, Inc. is the majority owner.
Certain individual officers of Stephens Group, Inc. or of its
affiliates also have ownership interests in SFD Investment LLC, including (but
not limited to) Jon E.M. Jacoby who has an 8.1% ownership interest in SFD
Investment LLC and Rick Turner who has a 1.1% ownership interest in SFD
Investment LLC. Mr. Jacoby and Mr. Turner also serve as Directors of Pinnacle.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A
ITEM 10. CERTIFICATION. N/A
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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.
February 11, 2000
-----------------------------------
Date
Stephens Group, Inc.
and
SFD Investment LLC
By: /s/ JON E. M. JACOBY
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Jon E. M. Jacoby
Executive Vice President,
Stephens Group, Inc.;
Manager, SFD Investment LLC
