HURRICANE HYDROCARBONS LTD
SC 13G/A, 2000-02-14
OIL & GAS FIELD EXPLORATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

                               (Amendment No. 1)*

Hurricane Hydrocarbons Ltd.
(Name of Issuer)

Class A Common Stock, no par value
(Title of Class of Securities)

44779E106
(CUSIP Number)

Michael Katz, Esq., 2 American Lane,  Greenwich,  Connecticut  06836-2571,  Tel:
(203)  862-8000  Name,  Address and  Telephone  Number of Person  Authorized  to
Receive Notices and Communications)

December 31, 1999
(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)
[x]      Rule 13d-1(c)
[ ]      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
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 the Following Pages)
                               (Page 1 of 7 Pages)



<PAGE>




Page 7 of 7


1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Paloma Partners L.L.C.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

         3,527,850

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

         3,527,850

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         3,527,850

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  6.96%

12.      TYPE OF REPORTING PERSON*

                  OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Capital Preservation Partners L.L.C.


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  38,000

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  38,000

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  38,000

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  0.07%

12.      TYPE OF REPORTING PERSON*

                  OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  S. Donald Sussman

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER

         3,565,850

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

         3,565,850

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         3,565,850

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  7.03%

12.      TYPE OF REPORTING PERSON*

                  IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


         This  statement is filed  pursuant to Rule 13d-2(b) with respect to the
Class  A  Common  Stock,   no  par  value  (the  "Common  Stock")  of  Hurricane
Hydrocarbons  Ltd. (the "Issuer")  beneficially  owned by the Reporting  Persons
specified herein as of December 31, 1999 and amends and supplements the Schedule
13G dated March 22, 1999 filed by the Reporting  Persons (the  "Schedule  13G").
Except as set forth herein, the Schedule 13G is unmodified.

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:

                   The Reporting Persons  beneficially own 3,565,850 warrants to
                   purchase 3,565,850 shares of Common Stock.

          (b)      Percent of class:

                   Paloma's aggregate beneficial ownership of 3,527,850 warrants
                   to  purchase  3,527,850  shares of Common  Stock  constitutes
                   6.96% of all of the outstanding shares of Common Stock.

                   CPP's  aggregate  beneficial  ownership of 38,000 warrants to
                   purchase 38,000 shares of Common Stock  constitutes  0.07% of
                   all of the outstanding shares of Common Stock.

                   S.  Donald  Sussman's  aggregate   beneficial   ownership  of
                   3,565,850  warrants  to purchase  3,565,850  shares of Common
                   Stock constitutes  7.03% of all of the outstanding  shares of
                   Common Stock.

                   Together,  the Reporting Persons have beneficial ownership of
                   3,565,850   warrants  to   purchase   7.03%  of  all  of  the
                   outstanding shares of Common Stock.

          (c) Number of shares as to which such person has:

                   (i)  Sole power to vote or to direct the vote

                        Paloma  has the sole power to vote or direct the vote of
                        3,527,850 shares of Common Stock.

                        CPP has the  sole  power to vote or  direct  the vote of
                        38,000 shares of Common Stock.

                        S.  Donald  Sussman has the sole power to vote or direct
                        the vote of 3,565,850 shares of Common Stock.



<PAGE>



                   (ii) Shared power to vote or to direct the vote

                        Not applicable.

                   (iii) Sole power to dispose or to direct the disposition of

                        Paloma  has the sole  power to  dispose  or  direct  the
                        disposition of 3,527,850 shares of Common Stock.

                        CPP  has  the  sole  power  to  dispose  or  direct  the
                        disposition of 38,000 shares of Common Stock.

                        S.  Donald  Sussman  has the sole  power to  dispose  or
                        direct the  disposition  of  3,565,850  shares of Common
                        Stock.

                   (iv) Shared power to dispose or to direct the disposition of

                   Not applicable.

Item 7.   Identification and Classification of the Subsidiary Which Acquired
          the Security Being Reported on by the Parent Holding Company.

                   Paloma owns its securities  through its  subsidiary,  Sunrise
                   Partners L.L.C., a Delaware limited liability company.

Item 10.  Certification.

         By signing  below the  undersigned  certifies  that, to the best of its
         knowledge  and  belief,  the  securities  referred  to  above  were not
         acquired  and are not held for the  purpose  of or with the  effect  of
         changing or influencing the control of the issuer of the securities and
         were  not  acquired  and  are  not  held  in  connection  with  or as a
         participant in any transaction having that purpose or effect.



<PAGE>



                                    SIGNATURE

          After reasonable  inquiry and to the best of its knowledge and belief,
each of the undersigned  certifies that the  information  with respect to it set
forth in this statement is true, complete, and correct.


Dated:             February 14, 2000

                   PALOMA PARTNERS L.L.C.
                        By: Paloma Partners Company L.L.C.
                                 Managing Member


                                    By:     /s/ Michael J. Berner
                                            Michael J. Berner,
                                            Vice President


                   CAPITAL PRESERVATION PARTNERS L.L.C.
                        By: Paloma Partners Company L.L.C.
                                 Managing Member


                                    By:     /s/ Michael J. Berner
                                            Michael J. Berner,
                                            Vice President



                        /s/ S. Donald Sussman
                        S. Donald Sussman



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