UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Kestrel Energy, Inc.
(Name of Issuer)
Common Stock, No par value)
(Title of Class of Securities)
492545 10 8
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis LLP
Tower I, Suite 1000
1515 Arapahoe Street
Denver, Colorado 80202
(303) 376-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1999
(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 [ ].
CUSIP No. 492545 10 8
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Samson Exploration N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)
(b)
3) SEC USE ONLY
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Australia
Number of Shares 7) Sole Voting Power 1,117,000
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,117,000
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,117,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
17.63%
14) Type of Reporting Person
IV
SCHEDULE 13D
SAMSON EXPLORATION N.L.
Item 1 Security and Issuer
No par value Common Stock ("the Shares") of Kestrel Energy,
Inc. (the "Company"), 999 18th Street, Suite 2490, Denver,
Colorado 80202
Item 2 Identity and Background
(a) Name: Samson Exploration N.L.
(b) Business Level 10, Exchange Plaza
Address: 2 The Esplanade
Perth, Western Australia, 6000
(c) Principal
Business and
Place of
Organization: An investment company registered in
Australia
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON:
(a) Name: Malcolm Alec Burne
(b) Business Golden Prospect plc
Address: 1st Floor, 143-149 Great Portland Street
London WIN 5FB
ENGLAND
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Managing Director - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
(a) Name: Neil Thacker MacLachlan
(b) Business Hill Young & Associates
Address: Level 21, Governor Phillip Tower
1 Farrar Place
Sydney, NSW, 2000
AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Director - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
(a) Name: David Thorwald Cairns
(b) Business
Address: Resolute Limited
4th Floor, Griffin Centre
28 The Esplanade
Perth, WA, 6000
AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Geologist - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: British
(a) Name: Denis Ivan Rakich
(b) Business
Address: Samson Exploration N.L.
Level 10, Exchange Plaza
2 The Esplanade
Perth, WA, 6000
AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Company Secretary - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
Item 3. Source and Amount of Funds or Other Consideration
Through additional acquisitions of Shares made progressively
since December 4, 1997, the Reporting Person acquired an
additional 880,000 Shares as of August 20, 1999. The Shares
were acquired with working capital.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 1,117,000 Shares of Common Stock (17.63%) beneficially
owned.
(b) Number of Shares as to which there is sole power to vote
- 1,117,000; shared power to direct the vote - 0; sole power
to direct the disposition - 1,117,000; shared power to direct
the disposition - 0.
(c) On August 20, 1999, the Reporting Person was issued
600,000 Shares for $750,000 pursuant to an offering by the
Issuer under Regulation S to qualified non-U.S. investors.
The other purchases of Shares made by the Reporting Person
since the Schedule 13D dated December 4, 1997 were made in
the open market in smaller amounts ranging from 1,000 to
30,000 Shares at prices ranging from $0.5112 to $1.7082. The
most recent purchase prior to August 20, 1999 was on May 21,
1999.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
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.
SAMSON EXPLORATION N.L.
Date: September 10, 1999 By:/s/Denis I. Rakich
Denis I. Rakich
Corporate Secretary
