<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FOUNTAIN OIL INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
35075K101
-----------------------------------------
(CUSIP Number)
JOHN T. CLARKE, 29 CHESHAM PLACE, LONDON SW1X 8HL ENGLAND, 011-44-71-235-2295
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 4, 1995
-------------------------------------------
(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 [_]. (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.
*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 following page(s))
Page 1 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Einar Bandlien
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
179,968
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 179,968
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,968
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.71%
14. TYPE OF REPORTING PERSON
IN
Page 2 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert Roy Bichan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British
7. SOLE VOTING POWER
18,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 18,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.17%
14. TYPE OF REPORTING PERSON
IN
Page 3 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fiona Keay Bichan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British
7. SOLE VOTING POWER
30,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 30,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.29%
14. TYPE OF REPORTING PERSON
IN
Page 4 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arild Boe
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF/OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
132,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 132,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.26%
14. TYPE OF REPORTING PERSON
IN
Page 5 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Thomas Clarke
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British
7. SOLE VOTING POWER
85,450
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 85,450
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,450
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.81%
14. TYPE OF REPORTING PERSON
IN
Page 6 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arnfin Haavik
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
168,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 168,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.60%
14. TYPE OF REPORTING PERSON
IN
Page 7 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Svein E. Johansen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
175,161
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 175,161
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,161
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.67%
14. TYPE OF REPORTING PERSON
IN
Page 8 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oistein Nyberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
176,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 176,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.67%
14. TYPE OF REPORTING PERSON
IN
Page 9 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ase Moe Torvanger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
132,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 132,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.26%
14. TYPE OF REPORTING PERSON
IN
Page 10 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olve Torvanger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
36,000
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 36,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.34%
14. TYPE OF REPORTING PERSON
IN
Page 11 of 19 Pages
<PAGE>
CUSIP No. 35075K101
---------
13D
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nils N. Trulsvik
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
7. SOLE VOTING POWER
202,900
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 202,900
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.93%
14. TYPE OF REPORTING PERSON
IN
Page 12 of 19 Pages
<PAGE>
AMENDMENT NO. 1 TO
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D updates information concerning
persons (the "Reporting Persons") who filed a Schedule 13D dated August 17, 1994
("1994 Schedule") with respect to the securities of Electromagnetic Oil
Recovery, Inc. and terminates the existence of the group identified in the 1994
Schedule.
Item 1. Security and Issuer
-------------------
This Schedule 13D relates to the Common Stock, $.10 par value, of
Fountain Oil Incorporated, a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 1400 Broadfield, Suite 200,
Houston, Texas 77084. The Company is the successor registrant to
Electromagnetic Oil Recovery, Inc. an Oklahoma corporation ("EORI"). Effective
December 16, 1994, EORI changed its name and state of incorporation from
Oklahoma to Delaware by merging into the Company. In connection with such
merger, the Company effected a 1-for-25 reverse stock split of its outstanding
shares of Common Stock. The information set forth in this Amendment No. 1 to
Schedule 13D has been adjusted to give affect to such reverse stock split.
Item 2. Identity and Background
-----------------------
The following information is provided with respect to the Reporting
Persons.
Einar Bandlien
--------------
Occupation: Vice President and Director, Fountain Oil
Incorporated
Address: Bleikerveien 17
1370 Asker, Norway
Citizenship: Norwegian
Page 13 of 19 Pages
<PAGE>
Arnfin Haavik
-------------
Occupation: Executive Vice President and Chief Financial
Officer, Fountain Oil Incorporated
Address: 29 Chesham Place
London, England
SW1X 8HL
Citizenship: Norwegian
Svein E. Johansen
-----------------
Occupation: Executive Vice President, Fountain Oil
Incorporated
Address: Bleikerveien 17
1370 Asker, Norway
Citizenship: Norwegian
Oistein Nyberg
--------------
Occupation: President and Chief Executive Officer, Fountain
Oil Incorporated
Address: 29 Chesham Place
London, England
SW1X 8HL
Citizenship: Norwegian
Nils N. Trulsvik
----------------
Occupation: Executive Vice President and Director, Fountain
Oil Incorporated
Address: Bleikerveien 17
1370 Asker, Norway
Citizenship: Norwegian
Herbert Roy Bichan
------------------
Occupation: Business Consultant
Address: 33 Allanson Road
Rhos-on-Sea
Colwyn Bay
Clwyd
North Wales LL28 4HL
United Kingdom
Citizenship: British
Page 14 of 19 Pages
<PAGE>
Fiona Keay Bichan
-----------------
Occupation: Health Visitor
Address: 33 Allanson Road
Rhos-on-Sea
Colwyn Bay
Clwyd
North Wales LL28 4HL
United Kingdom
Citizenship: British
Arild Boe
---------
Occupation: Managing Director, Petec A/S
(reservoir consultants)
Address: Gamle Forusvei 17
4000 Stavanger
Norway
Citizenship: Norwegian
John Thomas Clarke
------------------
Occupation: Chairman, Specialized Health
Products, Inc.
Address: 29 Chesham Place
London SW1X 8HL
Citizenship: British
Ase Moe Torvanger
-----------------
Occupation: Director, National Council of
Norwegian Heritage
Address: Otto Blehrsvei 34
1315 Nesoeya
Norway
Citizenship: Norwegian
Olve Torvanger
--------------
Occupation: Director, PGS A/S
(seismic contractor)
Address: Otto Blehrsvei 34
1315 Nesoeya
Norway
Citizenship: Norwegian
Page 15 of 19 Pages
<PAGE>
During the last five years, no Reporting Person (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
(ii) 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, U.S. Federal or State securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Each of Einar Bandlien, Fiona Bichan, John T. Clarke, Arnfin Haavik,
Svein Johansen, Oistein Nyberg, Ase Torvanger and Nils Trulsvik has agreed to
transfer two units, each unit consisting of 4,000 shares of the Company's Common
Stock and warrants to purchase 2,000 shares of the Company's Common Stock, at a
price representing the transferor's cost of $4,500 per unit, to Arild Boe. Mr.
Boe paid for such units by delivering a promissory note dated May 4, 1995 in the
principal amount of $9,000 to each transferor. The form of promissory note is
filed as Exhibit 2 hereto and is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
----------------------
As stated in the 1994 Schedule, the Reporting Persons acted together
for the purpose of acquiring securities of the Company and obtaining
representation on the Company's Board of Directors. Certain of the Reporting
Persons have since become officers and directors of the Company. See Item 2
hereof. Since the purposes for which the group was formed have been
accomplished, the group is now disbanded.
Item 5. Interest in Securities of the Issuer
------------------------------------
<TABLE>
<CAPTION>
Common Warrants Options %
Name (1) Stock (2) (3) (4)
- ----------------- ------ -------- ------- -----
<S> <C> <C> <C> <C>
Einar Bandlien 91,968 44,000 44,000 1.71
Fiona Bichan 20,000 10,000 -- .29
Herbert R. Bichan 12,000 6,000 -- .17
Arild Boe 88,000 44,000 -- 1.26
John T. Clarke 13,450 4,000 68,000 .81
Arnfin Haavik 88,000 44,000 36,000 1.60
Svein E. Johansen 91,161 44,000 40,000 1.67
Oistein Nyberg 88,000 44,000 44,000 1.67
Ase Moe Torvanger 88,000 44,000 -- 1.26
Olve Torvanger -- -- 36,000 .34
Nils N. Trulsvik 98,900(5) 44,000 60,000 1.93
- -----------
</TABLE>
(1) Except as set forth in Note 5, each person has sole power to vote and to
dispose of his or her securities. Each of Ase Moe Torvanger and Olve
Torvanger, and Fiona Bichan and Herbert Roy Bichan, are wife and husband;
each such person's holdings do not include his or her spouse's holdings.
Page 16 of 19 Pages
<PAGE>
(2) The warrants are exercisable for $1.50 per share until November 3, 1997.
(3) The options are exercisable for $1.50 per share until August 17, 1999, but
only so long as the optionee is providing, or within six months of exercise
has provided, services to the Company as an officer, director, employee,
consultant or advisor.
(4) The percentage owned by each person was determined by dividing (i) the
aggregate of the Common Stock, warrants and options owned by such person by
(ii) the sum of (a) 10,428,731 (the shares of Common Stock outstanding as
of May 31, 1995 as advised by the Company) and (b) the number of warrants
and options held by such person.
(5) Includes 8,000 shares owned by Mr. Trulsvik's sons, as to which shares Mr.
Trulsvik disclaims beneficial ownership.
See Item 3 for a description of transactions in the Company's Common Stock
during the past 60 days. In addition, on each of March 16, 1995 and April 7,
1995, Mr. Trulsvik transferred 4,000 shares to his sons as a gift.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
See Item 3 hereof.
Item 7. Material to be Filed as Exhibits
--------------------------------
The following are filed as Exhibits hereto:
1. Agreement regarding joint filing is contained on the signature
page hereof.
2. Form of Promissory Note executed by Arild Boe.
Page 17 of 19 Pages
<PAGE>
SIGNATURES
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. I agree that this Schedule 13D is filed on behalf of each of the
undersigned.
July 10, 1995
/S/ Einar Bandlien /S/ Svein E. Johansen
- ------------------------------ -------------------------------
Einar Bandlien Svein E. Johansen
/S/ Arild Boe /S/ Oistein Nyberg
- ------------------------------ -------------------------------
Arild Boe Oistein Nyberg
/S/ Ase Moe Torvanger /S/ Olve Torvanger
- ------------------------------ -------------------------------
Ase Moe Torvanger Olve Torvanger
/S/ Arnfin Haavik /S/ Nils N. Trulsvik
- ------------------------------ -------------------------------
Arnfin Haavik Nils N. Trulsvik
/S/ Fiona Keay Bichan /S/ John T. Clarke
- ------------------------------ -------------------------------
Fiona Keay Bichan John T. Clarke
/S/ Herbert Roy Bichan
- ------------------------------
Herbert Roy Bichan
Page 18 of 19 Pages
<PAGE>
LOAN NOTE
This Loan Note records the debt of a principal amount of USD 9,000 ("the
Debt") owed by Arild Boe of Foeroygata 49, 4009 Stavanger, Norway to *
The Debt shall carry interest at the rate of 10% per annum with effect from
16th August, 1994 and such interest shall be paid upon repayment of the Debt.
The Debt shall be secured by 8,000 shares of Common Stock and warrants to
purchase 4,000 shares of Common Stock at USD 1.50 per share in Fountain Oil
Incorporated ("the pledged securities").
The Debt together with accrued interest shall be repaid no later than 31st
December, 1996 or, if earlier, upon sale of the pledged securities.
Signed by: /S/ Arild Boe
-------------------------
Arild Boe
Dated: 4 May 1995
-------------------------
* Einar H. Bandlien of Solvangveien 30, 1370 Asker, Norway.
Arnfin Haavik of Bastadryggen 20, 1370 Asker, Norway.
John Clarke of 4 Butterworth Gardens, Monkhans Grove, Woodford Green, Essex
1G8 0BJ, England.
Oinstein Nyberg of Nedre Varden 14, 4050 Sola, Norway.
Olve Torvanger of Otto Blehrs vei 34, 1315 Nesoya, Norway.
Svein E. Johansen of Hemingveien 12 B, 0385 Oslo, Norway.
Fiona Bichan, 33 Allanson Road Rhos-on-Sea, Colwyn Bay, Clwyd, North Wales
LL28 4HL, England.
Nils N. Trulsvik of Oscarsgate 79, 0256 Oslo, Norway.
EXHIBIT 2
Page 19 of 19 Pages
