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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
CHAPARRAL RESOURCES, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
159 420 207
(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 26, 1997
(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 10 Pages.
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CUSIP No. 159 420 207 Amendment No. 3
to 13D
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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 SHARED VOTING POWER:
0
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NUMBER OF 8 SHARED VOTING POWER:
SHARES 0
BENEFICIALLY ------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER:
EACH 0
REPORTING ------------------------------------------------
PERSON WITH 10 SOLE VOTING POWER:
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
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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): 0%
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14 TYPE OF REPORTING PERSON:
OO
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Amendment No. 3 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 and Amendment No. 2 to Schedule 13D filed by Victory on November 24, 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 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 24, 1997, Victory exercised its warrant dated as of December
6, 1996 to purchase 125,000 shares of Common Stock at an exercise price of $.25
per share (or $31,250 in the aggregate). On November 24, 1997, Victory also
exercised its warrant dated as of April 22, 1997, as amended, to purchase
2,307,693 shares of Common Stock at an exercise price of $.65 per share (or
$1,500,000.45 in the aggregate). The exercise price
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for both warrants was paid in cash from Victory's working capital.
On November 26, 1997, pursuant to a Stock Purchase Agreement of even
date therewith, Victory sold 4,590,338 shares of Common Stock to Allen & Company
Incorporated (on behalf of itself and certain of its investors) at a purchase
price of $2.00 per share (or $9,180,676 in the aggregate).
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 is the beneficial owner of no shares
of Common Stock. Accordingly, Victory has the sole power to vote or direct the
vote and to dispose or direct the disposition of no shares of Common Stock.
To the best of Victory's knowledge, except (i) with respect to Walter A.
Carozza, who is the holder of options to purchase 25,000 shares of Common Stock,
and (ii) as set forth on Schedule B to Amendment No. 2 to the Schedule 13D filed
on November 24, 1997, none of the persons named in Schedule A to the Schedule
13D is a beneficial owner of any shares of Common Stock.
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(c) Except for the transactions described in Item 3 above, 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 since
the most recent filing on Schedule 13D.
(d) Not applicable.
(e) On November 26, 1997 Victory ceased to be the beneficial owner of
more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On November 26, 1997, pursuant to a Stock Purchase Agreement of even
date therewith, Victory sold 4,590,338 shares of Common Stock to Allen & Company
Incorporated (on behalf of itself and certain of its investors) at a purchase
price of $2.00 per share (or $9,180,676 in the aggregate). Except for the
foregoing, to the best knowledge of Victory, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
to Schedule 13D and between such persons and any person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
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arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) Stock Purchase Agreement dated November 26, 1997 between Victory
Ventures LLC and Allen & Company Incorporated on behalf of itself and certain of
its investors.
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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: January 15, 1998
VICTORY VENTURES LLC
By: /s/ Alicia Lindgren
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Alicia Lindgren
Managing Director
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Exhibit A
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated this 26th day
of November, 1997, is made by and between Allen & Company Incorporated, on its
own behalf and on behalf of itself and certain of its investors (collectively,
"Purchaser"), and Victory Ventures LLC ("Seller").
WHEREAS, the Seller owns an aggregate of 4,590,338 shares (the
"Shares") of the Common Stock, par value $.10 per share (the "Common Stock"), of
Chaparral Resources, Inc., a Colorado corporation ("Chaparral"); and
WHEREAS, Purchaser desires to purchase the Shares from Seller, and
Seller desires to sell the Shares to the Purchaser, all in accordance with the
terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained the parties hereto hereby agree as follows:
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Purchaser hereby purchases from Seller the Shares (together with the
registration rights appurtenant thereto as set forth in that (i) Subscription
Agreement dated April 22, 1997 between Seller and Chaparral and (ii) the Warrant
dated as of April 22, 1997 (copies of each of which have previously been
delivered to Purchaser), and Seller hereby sells the Shares and assigns the
registration rights appurtenant thereto to Purchaser, in consideration for the
payment by Purchaser to Seller of the amount of $2.00 per Share (or
$9,180,676.00 in the aggregate) payable in cash (the "Purchase Price"). As soon
as practicable following the execution and delivery of this Agreement, Purchaser
shall deliver the Purchase Price to Seller and Seller shall deliver or cause to
be delivered to Purchaser stock certificates representing the Shares, registered
in Purchaser's name or duly endorsed for transfer to the Purchaser. Seller
agrees to cooperate with Purchaser and to take all reasonable actions necessary
or desirable to effectuate the transfer of the Shares to Purchaser.
2. Transfer of Beneficial Ownership. The Purchaser shall assume all of
the benefits of ownership of the Shares upon the execution of this Agreement on
the date hereof, and Victory on behalf of itself and Seller agrees to deliver to
Purchaser all dividends, distributions, interest and other proceeds or amounts
received by Seller from and after the date hereof in respect of the Shares.
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3. Representations and Warranties of Seller.
Seller hereby represents and warrants to Purchaser that (i) the Shares
being sold by Seller are owned by Seller free and clear of all liens, charges or
encumbrances of any kind and (ii) that the registration rights appurtenant to
the Shares are currently assignable.
4. Representations, Warranties and Covenants of Purchaser. Purchaser
represents and warrants to Seller as follows:
(a) Purchaser is an accredited investor (as that term is defined
in the Securities Act of 1933, as amended (the "Act"), and the regulations
thereunder, and Purchaser has such knowledge and experience in financial and
business matters as is required for evaluating the merits and risks of an
investment in the Shares. Purchaser and its agents and attorneys have been
provided with such information with respect to the business of Chaparral as it
requested or deemed appropriate and have carefully reviewed the same, and any
questions that the Purchaser had with respect thereto have been answered to the
full satisfaction of the Purchaser. The Purchaser acknowledges that except as
expressly set forth herein, Seller has not made any representations or
warranties pertaining to Chaparral or the Shares;
(b) Purchaser is aware that the Shares have not been registered
under the Act and agrees that such Shares shall not be sold, hypothecated or
otherwise transferred in the absence of such registration unless such
contemplated transfer is exempt from the registration requirements of the Act.
The undersigned hereby acknowledges that the certificate representing the Shares
shall be legended to reflect such restrictions.
(c) Purchaser is acquiring the Shares for its own account, for
investment purposes only and not with a view to the distribution thereof.
5. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
(b) This Agreement and the other written agreements specifically
referred to herein constitute the sole agreements between or among the parties
hereto relating to the subject matter hereof and merge with and supersede any
and all prior agreements between them relating to such subject matter. This
Agreement cannot be altered or amended except by a writing
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duly executed by the party against whom such alteration or amendment is sought
to be enforced.
(c) This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
(d) The headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(e) The representations, warranties and covenants contained
herein shall survive the sale and purchase of the Shares hereunder and any
disposition thereof, notwithstanding any investigation made at any time by any
of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
VICTORY VENTURES LLC.
By: /s/ Walter Carozza
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Name: Walter Carozza
Title: Co-President
ALLEN & COMPANY INCORPORATED
By:/s/ Kim Weiland
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Name: Kim Weiland
Title:
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