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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CHAPARRAL RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK, $0.50 PAR VALUE
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(Title of Class of Securities)
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(CUSIP Number)
MR. JOSEPH J. KEENAN
865 S. FIGUEROA STREET, SUITE 1500
LOS ANGELES, CALIFORNIA 90017
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
APRIL 1, 1996
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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 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 / /.
Check the following box if a fee is being paid with the statement. /x/ (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(continued on following pages)
(Page 1 of 6 Pages)
1The 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).
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SCHEDULE 13D
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CUSIP No. PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crescent Investment Co. IRS No. 95-6023514
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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* 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
Nevada
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NUMBER OF 7 SOLE VOTING POWER
2,000,000
SHARES BENEFICIALLY -------------------------------------------
8 SHARED VOTING POWER
OWNED BY None
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EACH 9 SOLE DISPOSITIVE POWER
2,000,000
REPORTING
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PERSON
10 SHARED DISPOSITIVE POWER
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
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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) 5.4%
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14 TYPE OF REPORTING PERSON* PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
S T A T E M E N T
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Pursuant to Section 13(d) of
the Securities and Exchange Act
and Rule 13d-1 of the Securities
and Exchange Commission
CRESCENT INVESTMENT CO.
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The following statement is submitted by Crescent Investment Co.
("Crescent") in accordance with the provisions of Section 13(d) of the
Securities Exchange Act of 1934 and Rule 13d-1 of the Securities and Exchange
Commission.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Chaparral Resources,
Inc., a Colorado corporation (the "Issuer"), 621 Seventeenth Street,
Suite 1301, Denver, Colorado 80293.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed for:
Crescent, a Nevada limited partnership, whose principal business
and office address is 865 South Figueroa Street, Suite 1500, Los
Angeles, California 90017.
The general partners of Crescent are:
- Robert A. Day, Jr.
Trust Company of the West
865 South Figueroa Street
Los Angeles, California 90017
(individually and as trustee of the Tammis Day Trust II)
Mr. Robert Day is a U.S. citizen, principally occupied as
Chair, CEO & Managing Director of Trust Company of the West.
- Howard M. Day
65525 Gerking Market Road
Bend, Oregon 97701
Mr. Howard Day is a U.S. citizen, principally occupied as a
rancher and businessman.
- Theodore J. Day
c/o Hale Day Gallagher
100 W. Liberty Street, No. 820
Reno, Nevada 89501
Mr. Theodore Day is a U.S. citizen, principally occupied in
real estate management and development.
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There is no information to report with regard to criminal or civil
proceedings for the above mentioned individuals or Crescent.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Crescent expended $1,000,000 in its purchase of Common Stock, $0.50
par value (the "Shares") of the Issuer. Payment was made from the
working capital of Crescent. No part of such payment was borrowed by
Crescent.
ITEM 4. PURPOSE OF TRANSACTION
Crescent's purchases were made for investment purposes in the ordinary
course of business and not with the purpose nor with the effect of
changing or influencing the control of the Issuer. Crescent has no
plan or proposal described in paragraphs (a) - (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Crescent expended an aggregate of $1,000,000 in its purchase of an
aggregate of 2,000,000 of the Shares or 5.4% of the total outstanding
(based upon total outstanding Shares of 36,744,192 as of April 15,
1996, as reported in the Issuer's 10-Q for the period ended February
29, 1996). Crescent has sole voting and dispositive power of these
shares. Robert A. Day, Howard M. Day and Theodore J. Day share
dispositive power of all 2,000,000 Shares held by Cypress in their
capacities as general partners of Cypress. The Shares were acquired
by Crescent in a private placement on April 1, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Crescent and the Issuer have entered into a Subscription Agreement,
filed as an exhibit hereto, with respect to Crescent's purchase of its
Shares. Among other things, the Subscription Agreement provides that
the Issuer will use its best efforts to prepare and file, no later
than 90 days following the completion of the offering, a registration
statement with the Securities Exchange Commission, for the purpose of
registering such Shares for reoffer and resale.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Subscription Agreement between Crescent and the Issuer.
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SIGNATURE
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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.
Crescent Investment Co.
By
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Name: Robert A. Day
Title: General Partner
Date: May , 1996
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EXHIBIT E
SUBSCRIPTION AGREEMENT
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as of March 7, 1996
Chaparral Resources, Inc.
621 17th Street
Suite 1301
Denver, Colorado 80293
Gentlemen:
1. SUBSCRIPTION, PURCHASE AND CLOSING
1.1 The undersigned, intending to be legally bound, hereby
irrevocably subscribes for and agrees to purchase the number of shares (the
"Shares") of the Common Stock of the Company, par value $.10 per share (the
"Common Stock") of Chaparral Resources, Inc., a Colorado corporation (the
"Company") , indicated on the signature page hereto at a price of $.50 per
Share upon the terms and conditions set forth in this agreement.
1.2 The undersigned hereby acknowledges receipt of a copy of
the Private Placement Memorandum dated March 4, 1996, together with
attachments, relating to the Company and the offering (the "Offering) of the
Shares (referred to collectively as the "Documents"). The undersigned
further acknowledges that, except as set forth in the Documents or herein, no
representations or warranties have been made to it by the Company or by any
person acting on behalf of the Company, with respect to the proposed business
of the Company or any other aspects or consequences of a purchase of Shares
and/or an investment in the Company, and that the undersigned has not relied
upon any information concerning the offering, written or oral, other than
that contained in the Documents and herein.
1.3 The undersigned hereby tenders two executed copies of
this agreement. The Shares subscribed for hereby shall not be deemed owned
by the undersigned, nor shall the undersigned be deemed a holder of
securities of the Company, until this subscription has been accepted by the
Company and the purchase price for the Shares subscribed for has been paid.
The undersigned understands and agrees that the Company reserves the right to
reject this subscription for the Shares in whole or in part, in its sole
discretion, at any time through the Closing Date (as that term is defined in
Section 1.6). This subscription is subject to allotment. If subscription for
the Shares is oversubscribed, the Company will determine which subscriptions
shall be accepted.
1.4 In the event of rejection of this subscription, or in the
event the sale of the shares is not consummated for any reason (in which
event this Subscription Agreement shall be deemed to be rejected), this
agreement shall have no force or effect. In addition, in the event that the
sale of the Shares is not
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consummated by March 29, 1996, the Company shall, as soon a practicably
thereafter, return or cause to be returned to the undersigned the Purchase
Price, without interest.
1.5 The undersigned hereby agrees to deliver the purchase
price (the "Purchase Price") required to purchase the number of Shares
subscribed for hereunder, as that amount may be reduced pursuant to Section
1.3 hereof, on the Closing Date set by the Company pursuant to Section 1.6
hereof.
1.6 At such time as the Company shall determine, the Company
shall establish and inform the undersigned of the date upon which the
Purchase Price and this subscription was accepted by the Company. At such
time as the Company shall determine, Allen & Company Incorporated, as
placement agent (the "Placement Agent"), shall establish and inform the
undersigned of the closing date for such subscription (the "Closing Date")
and the date upon which the Purchase Price shall be delivered to the Company.
The Company, in its sole discretion, may conduct multiple closings, provided
that the final Closing Date shall be no later than March 29, 1996.
1.7 Payment of the full Purchase Price for the Shares shall
be made by 1:00 p.m. on the day prior to the Closing Date by wire transfer of
immediately available funds or by such other means as the Company shall
approve. The Company or the Placement Agent will notify the undersigned as to
payment instructions. Promptly after the Closing Date, certificates
representing the Shares purchased by the undersigned will be delivered by the
Company to the undersigned.
2. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED.
The undersigned hereby acknowledges, represents and warrants
to, and agrees with, the Company as follows;
(a) The undersigned is acquiring the Shares for its own
account as principal, for investment purposes only, and not with a view to,
or for, resale or distribution thereof, in whole or in part and no other
person has a direct or indirect beneficial interest in the Shares.
(b) The undersigned has carefully read the Documents,
and has relied solely upon the Documents and investigations made by or on
behalf of the undersigned in making the decision to invest in the Company.
The Shares herein subscribed for are being purchased without any person or
entity connected with the purchase relying upon any sales literature,
prospectus or presentation other than this agreement and the Documents.
(c) The undersigned acknowledges its understanding that
the offering and sale of the Shares is intended
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to be exempt from registration under the Securities Act of 1933, as amended (the
"Act"), by virtue of Section 4(2) of the Act and the provisions of Regulation D
thereunder;
(d) The undersigned is an "Accredited Investor" as that
term is defined in Rule 501 of Regulation D promulgated under the Act.
(e) The undersigned has been given the opportunity to ask
questions of, and receive answers from the Company and its officers concerning
the terms and conditions of the offering and other matters pertaining to this
investment and has been given the opportunity to obtain such additional
information necessary to verify the accuracy of the information contained in the
Documents or that which was otherwise provided in order for it to evaluate the
merits and risks of purchase of the Shares.
(f) The undersigned understands that the sale, transfer
or assignment of the Shares has not been registered, under the Act and that
such securities cannot be sold, transferred or assigned unless the sale,
transfer or assignment is first registered under the Act or as may be
permitted under the Rules and Regulations of the Securities and Exchange
Commission (the "Commission") in effect at the time of sale, transfer or
assignment, and then only in compliance with all applicable state securities
laws. The undersigned agrees that until such time as the Shares may be
qualified for sale, each certificate representing the Shares shall bear on
its face a restrictive legend. The undersigned further consents that the
Company may place a stop order on the certificates evidencing the Shares,
restricting the transfer of such securities except in compliance with the
terms of this Subscription Agreement.
(g) The undersigned recognizes that an investment in the
Company involves a high degree of risk, acknowledges that he or she may lose
his or her entire investment and has full cognizance of and understands the
risk factors related to an investment in the Company, including, but not
limited to, those described in the Documents and incorporated by this
reference herein in its entirety.
(h) The undersigned can bear the economic risks of
illiquidity, the risks inherent in this investment and the loss of his or her
entire investment.
(i) The undersigned is not taking and will not take or
cause to be taken, any action that would cause the undersigned to be deemed
an underwriter, as defined in Section 2(11) of the Act with respect to the
Shares, other than to the extent the undersigned may be deemed to be an
underwriter in connection with sales by it of Shares registered under the Act.
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(j) The undersigned understands that the Shares are being
offered and sold in reliance on specific exemptions from the registration
requirements of Federal and state securities laws and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgements and understandings set forth herein in order to
determine the applicability of such exemptions and the suitability of the
undersigned to acquire the Shares.
(k) The undersigned has the full right, power and authority
to enter into this agreement. The execution, delivery and performance of this
agreement by the undersigned has been duly and validly authorized and approved
by all necessary corporate action, if any. This agreement is a valid and
binding agreement of the undersigned, enforceable in accordance with its terms,
except as such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization or other similar laws and legal and equitable principles limiting
or affecting the rights of creditors generally and/or (b) general principles of
equity, regardless of whether considered in a proceeding in equity or at law,
(l) The undersigned maintains a domicile or business at the
address shown on the signature page of this agreement, at which address the
undersigned has subscribed for the Shares hereunder.
The undersigned represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless the undersigned otherwise notifies the Company prior to the Closing Date,
shall be true and correct as of the Closing Date. The foregoing
representations, warranties and agreements shall survive the Closing Date.
3. REPRESENTATIONS OF THE COMPANY.
The undersigned is subscribing for the Shares based upon the
following representations and warranties of the Company, which the Company
hereby confirms by accepting this subscription:
(a) ORGANIZATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado and has the corporate power to own and/or lease its properties and to
conduct its business in the places where such properties are now owned, leased
or operated or such business is presently conducted. The Company is duly
qualified and licensed as a foreign corporation in each jurisdiction in which it
owns or leases real property or in which its operations or activities would
otherwise require such qualification except where the failure to so qualify
would not have a material adverse effect on its business.
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(b) AUTHORIZATION. The execution, delivery and performance
of this agreement by the Company has been duly and validly authorized and
approved by its Board of Directers and this agreement, when executed by a duly
authorized officer of this Company, will be valid and binding agreement of the
Company, enforceable in accordance with its terms, except as such enforceability
may be limited by (i) bankruptcy, insolvency, reorganization or other similar
laws and legal and equitable principles limiting or affecting the rights of
creditors generally and/or (ii) general principles of equity, regardless of
whether considered in a proceeding in equity or at law.
(c) CAPITALIZATION. The authorized capital stock of the
Company consists of 50,000,000 shares of Common Stock, $.10 par value per
share. All issued and outstanding shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable.
(d) NO VIOLATIONS; DEFAULTS. The execution and delivery of
this agreement and the consummation of the transactions contemplated by this
agreement will not (i) violate, result (with the lapse of time or giving of
notice, or both) in a violation of, conflict with, or constitute a default
under, or permit the termination or acceleration of the maturity of, any
material indebtedness or material obligation of the Company; (ii) violate,
result (with the lapse of time or giving of notice, or both) in violation of,
conflict with or constitute a default under, any material term of, or permit
the termination of, any material note, mortgage, indenture, license, agreement,
contract, arrangement, understanding or other instrument to which the Company is
a party, or by which it is bound or the Certificate of Incorporation or By Laws
of the Company; (iii) except as contemplated by this agreement or where the
absence would not have a material adverse effect on the Company or its
subsidiaries, taken as a whole, require consent, approval, waiver or
authorization from or registration or filing with any party, including but not
limited to any party to any material agreement to which the Company is a party
or by which it is bound or by any regulatory or governmental agency, body or
entity; or (iv) violate any statute, law, rule, regulation or ordinance, or any
judgment, decree, order, regulation or rule of any court, tribunal,
administrative or govermental agency, body or entity to which the Company or its
properties are subject.
(e) VALIDITY OF SECURITIES. The Shares when issued in
accordance with the terms and conditions hereof will be validly authorized,
legally issued, fully paid and non-assessable and the delivery to the
undersigned of the Shares delivered pursuant to this Subscription Agreement
shall vest in it good and marketable title thereto, free of any and all liens,
options, encumbrances, charges, third-party rights or claims of any nature
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whatsoever except for restrictions on transfers set forth herein or imposed by
law.
(f) DISCLOSURE. The Company is aware of no facts which
lead it to believe that the Documents contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
The Company represents that the foregoing representations
and warranties are true and correct as of the date hereof and, unless the
Company otherwise notifies the undersigned prior to the Closing Date, shall be
true and correct as of the Closing Date. The foregoing representations and
warranties shall survive the Closing Date.
4. REGISTRATION RIGHTS.
4.1 REGISTRATION OF SHARES. As soon as practicable, but in
any event no later than 90 days after the final Closing Date, the Company will
file a registration statement (the "Registrazion Statement") under the Act with
respect to all shares of Common Stock issued in the Offering (collectively, the
"Subject Stock") and the Company shall use its best efforts to cause such
Registration Statement to become effective as soon as practicable after filing.
In connection therewith, the undersigned will provide in a timely manner all
such information and materials pertaining to it as may be required in order to
permit the Company to comply with all applicable requirements of the Commission
and to obtain the acceleration of the effective date of the Registration
Statement. In connection with such registration, the Company shall:
(a) keep the Registration Statement effective until the
earlier of when the undersigned has sold its Subject Stock or one year following
the effective date of the Registration Statement;
(b) as expeditiously as possible furnish to the undersigned
such reasonable numbers of copies of the prospectus as the undersigned may
reasonably request in order to facilitate the public sale or other disposition
of the Subject Stock;
(c) as expeditiously as possible use its best efforts to
register or qualify the Subject Stock under the securities or Blue Sky laws of
such states as the undersigned shall reasonably request, PROVIDED, HOWEVER, that
the Company shall not be required in connection with this paragraph (c) to
qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction;
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(d) pay all costs and expenses incident to registration
hereunder, except as set forth it Section 4.2.
4.2 HOLDER'S FEES. The undersigned shall pay any and all
underwriters' discounts, brokerage fees and transfer taxes incident to the sale
of the Subject Stock sold by the undersigned pursuant to this Section and the
fees and expenses of its counsel.
5. MISCELLANEOUS.
5.1 Neither this agreement nor any provisions hereof shall
be modified, discharged or terminated except by an instrument in writing signed
by the party against whom any such waiver, change, discharge or termination is
sought to be enforced,
5.2 Any notice, demand or other communication which any
party hereby may be required or may elect, to give to anyone interested
hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a
United States mail letter box, registered or certified mail, return receipt
requested, addressed to such address as may be given herein three business days
after such deposit, or (b) delivered personally at such address. The Company's
address for notices is set forth on the first page hereof.
5.3 This agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
the parties, notwithstanding that all parties are not signatories to the same
counterpart.
5.4 Except as otherwise provided herein, the agreement
shall be binding upon and inure to the benefit of the parties and their
successors, legal representatives and assigns.
5.5 This instrument contains the entire agreement of the
parties, and there are no representations, covenants or other agreements except
as stated or referred to herein.
5.6 This agreement is not transferable or assignable by
the undersigned except as may be provided herein.
5.7 This agreement shall be governed by and construed in
accordance with the law of the State of New York applicable to agreements made
and to be performed in that State.
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IN WITNESS WHEREOF, the undersigned has caused to be executed this
agreement as of the date indicated and agrees to be bound by this agreement.
PURCHASER
CRESCENT INVESTMENT CO.
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By: /s/ [Illegible]
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865 S. FIGUEROA ST., STE 1500
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LOS ANGELES, CA 90017
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[Principal Address]
88-0148914
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[Tax Identification Number]
Number of Shares
to be Purchased: 2,000,000
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Price per Share: $.50
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Total Purchase
Price: $1,000,000
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Accepted By:
CHAPARRAL RESOURCES, INC.
By:
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Name:
Title:
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