<PAGE>
SECURITIES AND EXCHANGE COMMISSION+
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
CHAPARRAL RESOURCES, INC.
(Name of Issuer)
Common Stock, Par Value, $0.0001 Per Share
(Title of Class of Securities)
159420207
(CUSIP Number)
Rosemary Fanelli, Esq.
Allen & Company Incorporated
711 Fifth Avenue, New York, New York 10022, (212) 832-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 2000
(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 sec. 240.13d-1(e),(f) or (g), check the following box
[ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 159420207
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1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Holding Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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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
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,861 (includes 48,283 shares underlying warrants to purchase shares of
the Issuer's Common Stock.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%*
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14 TYPE OF REPORTING PERSON
HC
*The percentage stated in the"Percent of Class Represented by Amount in
Row (11)" is based on the Form 8-K filed by the Company, dated October 6, 2000.
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SCHEDULE 13D
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CUSIP No. 159420207
-------------------
===========================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen & Company Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (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
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
---------------------------------------------------------------------------
7 SOLE VOTING POWER
5,755,861 (includes 48,283 shares underlying warrants to purchase shares of
the Issuer's Common Stock.)
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
5,755,861 (includes 48,283 shares underlying warrants to purchase shares of
the Issuer's Common Stock.)
---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,755,861 (includes 48,283 shares underlying warrants to purchase shares of
the Issuer's Common Stock.)
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%*
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14 TYPE OF REPORTING PERSON
CO, BD
*The percentage stated in the "Percent of Class Represented by Amount in
Row (11)" is based on the Form 8-K filed by the Company, dated October 6, 2000.
===========================================================================
<PAGE>
AMENDMENT NO. 9
TO THE
SCHEDULE 13D
The Reporting Persons hereby amend their Schedule 13D relating to the
common stock, par value $0.0001 per share (the "Common Stock"), of Chaparral
Resources, Inc. (the "Issuer"), to report an additional loan of $2,000,000 made
by Allen & Company Incorporated ("Allen") to the Issuer, as more fully explained
in Items 4 and 6 below.
The Reporting Persons hereby further amend their Schedule 13D relating to
the Common Stock of the Issuer, to report the conversion of $9,827,161 of the
Issuer's outstanding 8% Subordinated Convertible Promissory Notes (the "Notes")
held by Allen (which includes $2,000,000 of Notes obtained as a result of the
loan referenced above) plus accrued interest owed on such notes into Common
Stock of the Issuer at a conversion price of $1.86 per share.
The Reporting Persons understand that the Issuer's outstanding shares
increased significantly due to conversion into Issuer Common Stock of
outstanding Notes held by various persons, including the
Reporting Persons.
The Reporting Persons' percentage of ownership of the Company is based on
the Form 8-K filed by the Company, dated October 6, 2000.
Item 3. Source and Amount of Funds or Other Consideration
The source of the funds for the $2,000,000 loan made by Allen to the Issuer
was working capital.
Allen expended $9,827,161 in aggregate principal amount of promissory notes
reflecting loans made to the Issuer to date, plus accrued interest owed on such
amounts in its acquisition of the Issuer's Common Stock. Payment was made by
converting $9,827,161 of the Issuer's outstanding Notes plus accrued
interest owed to Allen on such notes.
Item 4. Purpose of Transaction
Allen loaned the $2,000,000 to the Issuer to fulfill Allen's obligations
under the February 2000 "Equity Support Agreement" with Shell Capital Limited
("Shell") in connection with which Shell extended to the Company its senior $24
Million Credit Facility (the "Credit Facility").
Allen converted $9,827,161 of the Issuer's Notes plus accrued interest owed
on such Notes into the Issuer's Common Stock to facilitate the Issuer's efforts
to facilitate satisfaction of the equity commitment to Shell under the Credit
Facility.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on September 21, 2000, the Reporting
Persons, by virtue of the language of Rule 13d-3(d), may be deemed to own
beneficially in the aggregate 5,755,861 shares of the Issuer's Common Stock
which constitutes 40.0% of the outstanding shares (based upon the Form 8-K filed
by the Company, dated October 6, 2000).
<TABLE>
<CAPTION>
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Name Shares of Common Stock Percentage
---------------------------------------------------------------------------
<S> <C> <C>
Allen Holding Inc. ("AHI") 5,755,861 (1)(2)(3) 40.0%
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Allen & Company Incorporated 5,755,861 (1)(2) 40.0%
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===========================================================================
</TABLE>
<PAGE>
(1) Includes 48,283 shares underlying warrants to purchase shares of the
Issuer's Common Stock.
(2) Does not include certain shares owned directly by certain officers and
stockholders of Allen and AHI with respect to which Allen and AHI disclaim
beneficial ownership. Certain officers and stockholders of AHI and Allen may be
deemed to beneficially own certain shares of the Issuer's Common Stock reported
to be beneficially owned directly by Allen and AHI.
(3) Represents shares owned by Allen, a wholly-owned subsidiary of AHI.
(b) AHI owns 100% of the outstanding stock of Allen, and so may be deemed
to beneficially own the shares which Allen owns as reported in Item 5(a) herein.
(c) On September 21, 2000, Allen converted $9,827,161 of the Notes
plus accrued interest owed on such notes into 5,561,165 shares of the Issuer's
Common Stock at a conversion price of $1.86 per share. Other than the shares
received in connection with the transactions described herein, or in connection
with Allen's capacity as a market maker, no trades were made by Allen or AHI for
their own account in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer
On September 21, 2000, Allen loaned the Issuer $2,000,000 against delivery
of the Notes (in the form previously filed as Exhibit E to the Reporting
Persons' Schedule 13D) to fulfill Allen's obligations under the February 2000
"Equity Support Agreement" with Shell.
Item 7. Material to be filed as Exhibits
Exhibit A -- Directors and Executive Offices of Allen Holding Inc.
and Allen & Company Incorporated.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 10, 2000
ALLEN HOLDING INC.
By: /s/ Kim M. Wieland
----------------------------------------
Kim M. Wieland
Managing Director and
Chief Financial Officer
ALLEN & COMPANY INCORPORATED
By: /s/ Kim M. Wieland
----------------------------------------
Kim M. Wieland
Manging Director and
Chief Financial Officer
<PAGE>
EXHIBIT A
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<TABLE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen III x Vice President, Director
Grace Allen x Director
Glenn A. Andreas III x Vice President - Elect
Eran S. Ashany x Vice President, Director
Edmund M. Bleich x Vice President
Jay B. Bockhaus x Vice President- Elect
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer,
Vice President
Marvyn Carton x Director - Emeritus
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President,
Managing Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Robert Dean x Vice President, Director
Orin F. Devereux x Vice President, Director
Daniel Englander x Vice President - Elect
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Rosemary Fanelli x Chief Compliance Officer,
Vice President -Elect
Howard M. Felson x Assistant Secretary,
Vice President, Controller
Anthony J. Ferrante x Treasurer
Richard Fields x Executive Vice President, Managing
Director, Director
Shana Fisher x Director, Vice President - Elect
Paul A. Gould x Executive Vice President, Managing
Director, Director
John Griffen x Vice President + Elect
George N. Jeppson x Vice President - Elect
John H. Josephson x Vice President, Director
Clarke R. Keough x Vice President, Director
Donald R. Keough x Chairman of the Board,Director
Kaveh A. Khosrowshahi x Vice President, Director
LeRoy Kim x Vice President
Neal Kopp x Vice President
Terry Allen Kramer x Director
Robert J. Kurz x Vice President
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Andreas L. Lazar x Vice President - Elect
Dan W. Lufkin x Special Advisor to the Board of
Directors
Robert A. Mackie x Executive Vice President,
Managing Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer,
Vice President
Kenneth L. Miltenberger x Chief Technology Officer
Terrence Morris x Vice President
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara, Jr. x Executive Vice President, Managing
Director, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Eugene Protash x Vice President, Assistant Secretary
James W. Quinn x Director, Vice President
Secretary
James S. Rubin x Vice President - Elect
Daniel J. Sapadin x Vice President - Elect
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
Mary Schuyler x Vice President
John A. Schneider x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Enrique F. Senior (Cuban)x Executive Vice President, Managing
Director, Director
Joseph E. Sheehan x Vice President
Andrew Shpiz x Vice President
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Kenneth M. Siskind x Vice President - Elect
Peter Supino x Vice President - Elect
Everett K. Wallace x Vice President - Elect
Dennis J. Warfield x Vice President, Chief Information
Officer
Daniel Weidlein x Vice President - Elect
Kim M. Weiland x Executive Vice President, Managing
Director, Director, Chief Financial
Officer
Edward D. Weinberger x Vice President, Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen & Company
Incorporated are U.S. citizens unless otherwise indicated.
<PAGE>
<TABLE>
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen III x Vice President, Director
Grace Allen x Director
Glenn A. Andreas III x Vice President - Elect
Eran S. Ashany x Vice President, Director
Edmund M. Bleich x Vice President
Jay B. Bockhaus x Vice President - Elect
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer,
Vice President
Marvyn Carton x Director - Emeritus
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President,
Managing Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Robert Dean x Vice President, Director
Orin F. Devereux x Vice President, Director
Daniel Englander x Vice President - Elect
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Rosemary Fanelli x Chief Compliance Officer,
Vice President -Elect
Howard M. Felson x Assistant Secretary,
Vice President, Controller
Anthony J. Ferrante x Treasurer
Richard Fields x Executive Vice President, Managing
Director, Director
Shana Fisher x Director, Vice President - Elect
Paul A. Gould x Executive Vice President, Managing
Director, Director
John Griffen x Vice President - Elect
George N. Jeppson x Vice President - Elect
John H. Josephson x Vice President, Director
Clarke R. Keough x Vice President, Director
Donald R. Keough x Chairman of the Board, Director,
Managing Director
Kaveh A. Khosrowshahi x Vice President, Director
LeRoy Kim x Vice President
Neal Kopp x Vice President
Terry Allen Kramer x Director
Robert J. Kurz x Vice President
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Andreas L. Lazar x Vice President - Elect
Dan W. Lufkin x Special Advisor to the Board of
Directors
Robert A. Mackie x Executive Vice President,
Managing Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer,
Vice President
Kenneth L. Miltenberger x Chief Technology Officer
Terrence Morris x Vice President
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara, Jr. x Executive Vice President, Managing
Director, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Eugene Protash x Vice President, Assistant Secretary
James W. Quinn x Director, Vice President
Secretary
James S. Rubin x Vice President - Elect
Daniel J. Sapadin x Vice President - Elect
<PAGE>
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
Mary Schuyler x Vice President
John A. Schneider x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Enrique F. Senior (Cuban) x Executive Vice President, Managing
Director, Director
Joseph E. Sheehan x Vice President
Andrew Shpiz x Vice President
</TABLE>
<PAGE>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Kenneth M. Siskind x Vice President - Elect
Peter Supino x Vice President - Elect
Everett K. Wallace x Vice President - Elect
Dennis J. Warfield x Vice President, Chief Information
Officer
Daniel Weidlein x Vice President - Elect
Kim M. Weiland x Executive Vice President, Managing
Director, Director, Chief Financial
Officer
Edward D. Weinberger x Vice President, Director
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen Holding, Inc. are U.S.
citizens unless otherwise indicated.
