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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
CHAPARRAL RESOURCES, INC.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
159 420 207
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(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 20, 1997
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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.
[ ]
Page 1 of 12 Pages.
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- ----------------------------------------------
| |
| CUSIP No. 159 420 207 | AMENDMENT NO. 2
| ------------ | TO 13D
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<TABLE>
<C> <S> <C>
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Victory Ventures LLC
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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 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:
Delaware
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7 SOLE VOTING POWER:
4,590,299
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NUMBER OF
SHARES 8 SHARED VOTING POWER:
BENEFICIALLY
OWNED BY ---------------------------------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER:
PERSON WITH 4,590,299
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10 SHARED DISPOSITIVE POWER:
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,590,299
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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):
9.8%
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14 TYPE OF REPORTING PERSON:
OO
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</TABLE>
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AMENDMENT NO. 2 TO SCHEDULE 13D
Victory Ventures LLC, a Delaware limited liability company
("Victory"), hereby amends the Statement on Schedule 13D filed by Victory on
August 5, 1997, as amended by Amendment No 1. to Schedule 13D filed by Victory
on November 18, 1997 (the "Schedule 13D") with respect to the shares of common
stock, $.10 par value per share ("Common Stock"), of Chaparral Resources, Inc.,
a Colorado corporation (the "Company").
Item 2 - Identity and Background.
This Amendment No. 2 to Schedule 13D is being filed on behalf of
Victory Ventures LLC, a Delaware limited liability company ("Victory"). Victory
conducts its operations through small and medium size companies in which it
holds either equity or convertible debt interests. The address of the principal
business office of Victory is 645 Madison Avenue, Suite 2200, New York, New York
10022.
Set forth on Schedule A hereto is the name, the citizenship (or
place of organization in the case of a corporation), the business address, the
present principal occupation or employment (or business in the case of a
corporation) and the name, principal business and address of any
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corporation or other organization in which such occupation or employment is
conducted, of each executive officer and director of Victory.
During the last five years, neither Victory nor, to the best
knowledge of Victory, any other person identified on Schedule A hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither Victory nor, to the best
knowledge of Victory, any other person identified on Schedule A hereto 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
The disclosure set forth in Item 3 of the Schedule 13D is hereby
supplemented with the information set forth below:
On November 20, 1997, the Executive Committee of the Board of
Directors of Victory irrevocably authorized and approved a pro rata distribution
(the "Distribution"), to its members
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of record as of the close of business on November 20, 1997, of an aggregate of
4,000,000 shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
The disclosure set forth in Item 5 of the Schedule 13D is hereby
amended as follows:
(a) (b) On the date hereof, Victory owns directly an aggregate of
2,157,606 shares of Common Stock, which shares constitute approximately 4.9% of
the issued and outstanding shares of Common Stock (based on Chaparral's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, stating
that as of November 5, 1997 there were 44,470,731 shares of Common Stock issued
and outstanding and excluding for purposes of such calculation the number of
shares issuable upon exercise of currently exercisable warrants held by
Victory). In addition, Victory is the beneficial owner of currently exercisable
warrants to purchase an aggregate of 2,432,693 additional shares of Common
Stock. In the event of such exercise, Victory would own an aggregate of
4,590,299 shares of Common Stock (or approximately 9.8% including in such
calculation shares issuable upon exercise of currently exercisable warrants held
by Victory). Victory has the sole power to vote or direct the vote and to
dispose or direct the disposition of such shares.
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In connection with the Distribution the following persons set
forth in Schedule A to the Schedule 13D will receive the number of shares of
Common Stock set forth on Schedule B to the Schedule 13D. To the best of
Victory's knowledge, except with respect to Walter A. Carozza who is the holder
of options to purchase 25,000 shares of Common Stock and as set forth on
Schedule B to the Schedule 13D, none of the persons named in Schedule A to the
Schedule 13D is a beneficial owner of any other shares of Common Stock.
(c) Except for the transaction described in Item 3 above and as
set forth on Schedule B to the Schedule 13D, to the best knowledge of Victory,
there were no transactions in shares of the Common Stock effected by the persons
named in response to paragraph (a) of this Item 5 during the past sixty days.
(d) Not applicable.
(e) Not applicable.
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 21, 1997
VICTORY VENTURES LLC
By:/s/ Alicia Lindgren
______________________________________
Alicia Lindgren
Vice-President
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SCHEDULE A
TO SCHEDULE 13D FILED
BY
VICTORY VENTURES LLC
The following table sets forth certain information, as of the date
hereof, concerning each executive officer and director of Victory.
Name: Louis Marx, Jr.
Co-Chairman of the Board
and Director
Citizenship: American
Business Address:
667 Madison Avenue, Suite 2500
New York, New York 10021
Principal Occupation: Private Investor
Name: Montague H. Hackett, Jr.
Co-Chairman of the Board
and Director
Citizenship: American
Business Address: 645 Madison Avenue, Suite 2200
New York, New York 10022
Principal Occupation: Private Investor
Name: Walter Carozza
Co-President, Director
Citizenship: American
Business Address: 645 Madison Avenue, Suite 2200
New York, New York 10022
Principal Occupation: President of Victory
Ventures LLC
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Name: Alexander Paluch
Co-President, Director
Citizenship: American
Business Address: 4800 Hampden Lane, Suite 600
Bethesda, Maryland 20814
Principal Occupation: General Partner - East River
Ventures L.P. (a small business
investment entity)
Name: Donald T. Pascal
Vice-President
Citizenship: American
Business Address: 645 Madison Avenue, Suite 2200
New York, New York 10022
Principal Occupation: Vice-President of Victory
Name: Alicia Lindgren
Vice-President
Citizenship: American
Business Address: 645 Madison Avenue, Suite 2200
New York, New York 10022
Principal Occupation: Vice-President of Victory
Name: Herbert M. Friedman
Director
Citizenship: American
Business Address: 460 Park Avenue
New York, New York 10022
Principal Occupation: Partner, Zimet, Haines,
Friedman & Kaplan, Attorneys
at Law
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Name: M. Leo Hart
Director
Citizenship: American
Business Address: 200 Crescent Court, Suite 1375
Dallas, Texas 75201
Principal Occupation: Chief Executive Officer of
Brae Group, Inc.
Name: Michael L. Keough
Director
Citizenship: American
Business Address: c/o DMK International, Inc.
200 Galleria Parkway, Suite 970
Atlanta, Georgia 30339
Principal Occupation: Private Investor
Name: Harold J. Newman
Director
Citizenship: American
Business Address: Neuberger & Berman
605 Third Avenue
New York, New York 10016
Principal Occupation: Private Investor
Name: Stanley R. Rawn, Jr.
Director
Citizenship: American
Business Address: 667 Madison Avenue
New York, New York 10021
Principal Occupation: Chief Executive Officer of
Noel Group, Inc.
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Name: Priscilla Eaves Reiss
Director
Citizenship: American
Business Address: c/o TANO Automation
3826 One Shell Square
701 Poydras Street
New Orleans, Louisiana 70139
Principal Occupation: Private Investor
Name: Perry C. Rogers
Director
Citizenship: American
Business Address: 2300 West Sahara, Suite 1150
Las Vegas, Nevada 89102
Principal Occupation: Chief Operating Officer of
Agassi Enterprises
Name: Michael M. Weatherly
Director
Citizenship: American
Business Address: 1036 Harbor Road
Southport, Connecticut 06490
Principal Occupation: Private Investor
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SCHEDULE B
TO SCHEDULE 13D FILED
BY
VICTORY VENTURES LLC
NAME NUMBER OF SHARES
Louis Marx, Jr. 1,272,049(1)
Montague H. Hackett, Jr. 39,992
Donald T. Pascal 4,380
Herbert M. Friedman 2,868
M. Leo Hart 201,957
Michael L. Keough 7,998
Harold J. Newman 239,949
Stanley R. Rawn, Jr. 151,641
Priscilla Eaves Reiss 9,838(2)
Michael M. Weatherly 984
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(1) Represents shares held directly by Brae Group, Inc., a company
controlled by Mr. Marx
(2) Represents shares held by her husband James Reiss
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