UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
December 21, 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
Victoria International Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
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
Western Australia
Number of Shares 7) Sole Voting Power 1,415,221
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,415,221
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,221
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
19.92%
14) Type of Reporting Person
CO
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
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
Southern Australia
Number of Shares 7) Sole Voting Power 1,415,221
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,415,221
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,221
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
19.92%
14) Type of Reporting Person
CO
AMENDMENT NO. 4 TO
SCHEDULE 13D
VICTORIA INTERNATIONAL PETROLEUM N.L.
VICTORIA PETROLEUM 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: (1) Victoria International Petroleum
N.L., a wholly owned subsidiary of
Victoria Petroleum N.L. ("Victoria
International")
(2) Victoria Petroleum N.L., an
Australian public entity ("Victoria
Petroleum")
(b) Business (1) Level 10, Exchange Plaza
Address: 2 The Esplanade
Perth, Western Australia 6000
(2) Level 10, Exchange Plaza
2 The Esplanade
Perth, Western Australia 6000
(c) Principal
Business and
Place of
Organization: (1) Oil and Gas Exploration and
Development
(2) Holding Company and Oil and Gas
Exploration
(d) Criminal
Proceedings: (1) None
(2) None
(e) Civil
Proceedings: (1) None
(2) None
(f) Citizenship (1) Australia
(2) Australia
DIRECTORS AND OFFICERS OF REPORTING PERSON:
(a) Name: Robert J. Pett
(b) Business Resolute Limited
Address: Level 10, Exchange Plaza
2 The Esplanade
Perth, WA 6000
AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Director - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
(a) Name: John T. Kopcheff
(b) Business Victoria Petroleum N.L.
Address: Level 10, Exchange Plaza
2 The Esplanade
Perth, WA 6000
AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Managing Director - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
(a) Name: Timothy L. Hoops
(b) Business
Address: Kestrel Energy, Inc.
999 18th Street, Suite 2490
Denver, Colorado 80202
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: President - Same Address
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: US
(a) Name: Bernard Wrixon
(b) Business
Address: Level 10, Exchange Plaza
2 The Esplanade
Perth, WA 6000
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: Denis Ivan Rakich
(b) Business
Address: Victoria Petroleum 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
On December 21, 1999, Victoria Petroleum N.L. purchased
220,000 Shares for $594,000 as part of an overseas offering
by the Issuer under Regulation S of the Securities Act of
1933. 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) 1,415,221 Shares of Common Stock (19.92%) beneficially
owned.
(b) Number of Shares as to which there is sole power to vote
- 1,415,221; shared power to direct the vote - 0; sole power
to direct the disposition - 1,415,221; shared power to direct
the disposition - 0.
(c) On December 21, 1999, the Reporting Person acquired
220,000 Shares for $594,000 pursuant to an offering by the
Issuer under Regulation S of the Securities Act of 1933.
(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.
VICTORIA INTERNATIONAL
PETROLEUM N.L.
Date: February 9, 2000 By:/s/Denis I. Rakich
Denis I. Rakich
Company Secretary
VICTORIA PETROLEUM N.L.
Date: February 9, 2000 By:/s/Denis I. Rakich
Denis I. Rakich
Company Secretary
APPENDIX
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
TPEX Exploration, Inc.
(Name of Issuer)
Common Stock, No par value)
(Title of Class of Securities)
872619 20 0
(CUSIP Number)
Timothy L. Hoops, President
Victoria Exploration, Inc.
999 18th Street, #1100
Denver, Colorado 80202
303/295-1962
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1992
(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 [ ].
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Exploration, Inc.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
AF, PF, 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
Colorado
Number of Shares 7) Sole Voting Power 173,650
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 173,650
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
173,650
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
40.0%
14) Type of Reporting Person
CO
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Petroleum, N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
AF, PF, 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
Western Australia
Number of Shares 7) Sole Voting Power 173,650
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 173,650
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
173,650
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
40.0%
14) Type of Reporting Person
OO
SCHEDULE 13D
VICTORIA EXPLORATION, INC.
VICTORIA PETROLEUM, N.L.
Item 1 Security and Issuer
(a) Common Stock, No par value
(b) TPEX Exploration, Inc.
999 18th Street, Suite 1100
Denver, Colorado 80202
Item 2 Identity and Background
(a) (1) Victoria Exploration, Inc., a Colorado corporation,
a wholly owned subsidiary of Victoria Petroleum,
N.L.
(2) Victoria Petroleum, N.L., an Australian public
entity
(b) (1) 999 18th Street, Suite 1100, Denver, Colorado 80202
(2) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(c) (1) Oil and Gas Exploration and Development
(2) Holding Company and Oil and Gas
Exploration
(d) None
(e) None
(f) Not Applicable
Item 3. Source and Amount of Funds or Other Consideration
The issuer gave a $600,000 note which is convertible into 40%
of the outstanding common stock of the issuer (the "Note") to
Victoria Exploration, Inc. ("Victoria") in exchange for
certain oil and gas properties owned by Victoria
Item 4. Purpose of Transaction
See answer to Item 3 above.
(a) The conversion of the Note into shares would result in
direct ownership of 173,650 shares (after accounting for
a 50 for 1 reverse stock split effective June 10, 1992
of the issuer's no par value common stock) by Victoria
which would, after any necessary anti-dilative
adjustments, be 40% of the outstanding common stock of
the issuer.
(b) None
(c) None
(d) Pursuant to the Purchase and Sale Agreement between the
issuer and Victoria for the transaction described in
Item 3 above, the issuer expanded its Board of Directors
to five positions, caused the appointment of Robert J.
Pett and Timothy L. Hoops as directors, accepted the
resignation of T. Scott Martin as a director and will
use its best efforts to secure a new independent outside
director to complete the five member Board. The issuer
also accepted the resignation of T. Scott Martin as
President and Elizabeth M. Licht as Secretary, who were
replaced by Timothy L. Hoops and Robert J. Pett,
respectively.
(e) None
(f) None
(g) On June 10, 1992, the issuer declared a 50-for-1 reverse
stock split which was approved by the shareholders of
the issuer at its annual meeting of shareholders held on
February 28, 1992. Concurrent with the split, the
issuer filed an amendment to its Articles of
Incorporation to reduce the number of authorized shares
from 20 million to 2 million shares of common stock.
(h) None
(i) None
(j) None
Item 5. Interest in Securities of the Issuer
(a) Victoria has the right to acquire 173,650 shares (40%)
upon conversion of the Note.
(b) (i) 173,650; (ii) -0-; (iii) 173,650; (iv) -0-
(c) On June 1, 1992, the issuer gave a $600,000 promissory
note convertible into 40% of its outstanding stock to
Victoria Exploration, Inc. in exchange for certain oil
and gas properties.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Deed of Guaranty by Victoria Petroleum, N.L. attached hereto
as Exhibit A.
Item 7. Material to be filed as Exhibits
Purchase and Sale Agreement between Victoria Exploration,
Inc. and TPEX Exploration, Inc. dated June 1, 1992 attached
hereto as Exhibit B..
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.
Date: June 10, 1992 VICTORIA EXPLORATION, INC.
By:/s/Robert J. Pett
Its President
Date: June 10, 1992 VICTORIA PETROLEUM, N.L.
By:/s/ Robert J. Pett
Its Secretary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TPEX Exploration, Inc.
(Name of Issuer)
Common Stock, No Par Value)
(Title of Class of Securities)
872619 20 0
(CUSIP Number)
Timothy L. Hoops, President
Victoria Exploration, Inc.
999 18th Street, #1100
Denver, Colorado 80202
303/295-1962
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 1994
(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 [ ].
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Exploration, Inc.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
AF, PF, 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
Colorado
Number of Shares 7) Sole Voting Power 380,913
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 380,913
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
380,913
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
53.4%
14) Type of Reporting Person
CO
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria International Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
AF, PF, 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
South Australia
Number of Shares 7) Sole Voting Power 380,913
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 380,913
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
380,913
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
53.4%
14) Type of Reporting Person
CO
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Petroleum, N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
AF, PF, 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
Western Australia
Number of Shares 7) Sole Voting Power 380,913
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 380,913
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
380,913
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
53.4%
14) Type of Reporting Person
OO
AMENDMENT NO. 1 TO
SCHEDULE 13D FOR
VICTORIA EXPLORATION, INC.
VICTORIA INTERNATIONAL PETROLEUM N.L.
VICTORIA PETROLEUM N.L.
Item 1 Security and Issuer
(a) Common Stock, No par value
(b) TPEX Exploration, Inc.
999 18th Street, Suite 1100
Denver, Colorado 80202
Item 2 Identity and Background
(a) (1) Victoria Exploration, Inc., a Colorado corporation,
a wholly owned subsidiary of Victoria International
Petroleum N.L.
(2) Victoria International Petroleum N.L., a wholly
owned subsidiary of Victoria Petroleum, N.L.
(3) Victoria Petroleum N.L., an Australian public
entity
(b) (1) 999 18th Street, Suite 1100, Denver, Colorado 80202
(2) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(3) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(c) (1) Oil and Gas Exploration and Development
(2) Oil and Gas Exploration and Development
(3) Holding Company and Oil and Gas
Exploration
(d) None
(e) None
(f) Not Applicable
Item 3. Source and Amount of Funds or Other Consideration
The Issuer issued 207,263 shares of restricted stock to
Victoria Exploration, Inc. ("Victoria") on January 1, 1994,
subject to ratification by the shareholders of the Issuer,
which ratification was obtained on March 2, 1994, in exchange
for the surrender of $466,343 in indebtedness to Victoria
pursuant to a Promissory Note (the "Note"). The Note was
originally issued to Victoria in exchange for certain oil and
gas properties owned by Victoria
Item 4. Purpose of Transaction
See answer to Item 3 above.
The Issuer and Victoria International Petroleum N.L. ("VIP")
have entered into negotiations regarding the exchange of all
of the outstanding shares of Victoria Exploration, Inc.
(Victoria), a wholly owned subsidiary of VIP, for shares of
Issuer stock. Pursuant to the arrangement as presently
contemplated, VIP would receive 709,108 unregistered shares
of Issuer common stock and options to acquire up to an
additional 1,285,353 shares under the terms described below.
The transaction is subject to execution of a definitive
agreement, approval of VIP shareholders and receipt by the
Issuer of an independent business opinion.
For purposes of the transaction, the 709,108 Issuer shares
are valued at $2.25 per share for a total value of
$1,595,494. The options would be granted to VIP in
consideration for certain undeveloped properties owned by
Victoria which the Issuer has agreed to develop. These
options would have a $.01 exercise price but would vest only
to the extent the non-producing properties are successfully
developed into proved producing properties by June 30, 1997.
The vesting formula would be based on cash received by option
properties, less cash used to develop the option properties,
plus 60% of the reclassified present value discounted by 10%,
divided by $3.00 per share. The option properties will be
evaluated annually to determine the number of options vested
to VIP.
Item 5. Interest in Securities of the Issuer
(a) Victoria beneficially owns 380,913 shares (53.4%)
(b) (i) 380,913; (ii) -0-; (iii) 380,913; (iv) -0-
(c) On December 31, 1994, the Board of Directors authorized
the exchange on January 1, 1994 of 207,263 restricted
shares of the Company's no par value Common Stock for
$466,343 in indebtedness owed to Victoria. Because the
shares have issued in a private, unregistered
transaction, they may not be publicly resold by Victoria
or its successors in interest until after the shares
have been held for two years and then only in accordance
with the provisions of Securities Act Rule 144.
Victoria has agreed not to remove the restrictions
imposed by the federal securities laws, on the
transferability of the shares, by registration or
otherwise, for a period of two years. The exchange rate
for the transaction was approximately $2.25 per share.
As a result of the transaction, on January 1, 1994,
Victoria owned 380,913 shares, or 59% (53.4% fully
diluted) of the outstanding Common Stock. The remaining
amount of debt owned to Victoria after the transaction
amounts to approximately $600,000.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Deed of Guaranty by Victoria Petroleum, N.L. filed as Exhibit
A to Schedule 13D dated June 1, 1992 and incorporated by
reference herein.
Item 7. Material to be filed as Exhibits
Purchase and Sale Agreement between Victoria Exploration,
Inc. and TPEX Exploration, Inc. dated June 1, 1992 filed as
Exhibit B to Schedule 13D dated June 1, 1992 and incorporated
herein by reference herein.
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.
VICTORIA EXPLORATION, INC.
Date: May 31, 1994 By:/s/John T. Kopcheff
John T. Kopcheff
Vice President
VICTORIA INTERNATIONAL
PETROLEUM N.L.
Date: May 31, 1994 By:/s/ John T. Kopcheff
John T. Kopcheff
Managing Director
VICTORIA PETROLEUM N.L.
Date: May 31, 1994 By:/s/ John T. Kopcheff
John T. Kopcheff
Managing Director
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TPEX Exploration, Inc.
(Name of Issuer)
Common Stock, No Par Value)
(Title of Class of Securities)
872619 20 0
(CUSIP Number)
Timothy L. Hoops, President
Victoria Exploration, Inc.
999 18th Street, #1100
Denver, Colorado 80202
303/295-1962
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 1994
(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 [ ].
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Exploration, Inc.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
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
Colorado
Number of Shares 7) Sole Voting Power 0
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 0
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
0%
14) Type of Reporting Person
CO
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria International Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
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
South Australia
Number of Shares 7) Sole Voting Power 1,090,021
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,090,021
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,021
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
80.71%
14) Type of Reporting Person
CO
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
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
Western Australia
Number of Shares 7) Sole Voting Power 1,090,021
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,090,021
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,021
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
80.71%
14) Type of Reporting Person
CO
AMENDMENT NO. 2 TO
SCHEDULE 13D FOR
VICTORIA EXPLORATION, INC.
VICTORIA INTERNATIONAL PETROLEUM N.L.
VICTORIA PETROLEUM N.L.
Item 1 Security and Issuer
(a) Common Stock, No par value
(b) TPEX Exploration, Inc.
999 18th Street, Suite 1100
Denver, Colorado 80202
Item 2 Identity and Background
(a) (1) Victoria Exploration, Inc., a Colorado corporation
(2) Victoria International Petroleum N.L., a wholly
owned subsidiary of Victoria Petroleum N.L.
(3) Victoria Petroleum N.L., an Australian public
entity
(b) (1) 999 18th Street, Suite 1100, Denver, Colorado 80202
(2) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(3) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(c) (1) Oil and Gas Exploration and Development
(2) Oil and Gas Exploration and Development
(3) Holding Company and Oil and Gas
Exploration
(d) None
(e) None
(f) (1) Colorado
(2) Australia
(3) Australia
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a certain Agreement for Exchange of Stock dated
May 3, 1994 between the Issuer and Victoria International
Petroleum N.L., an Australian corporation ("VIP"), VIP
acquired 709,108 shares of Issuer Common Stock (subject to
the terms described below) in exchange for all of the issued
and outstanding shares of Victoria Exploration, Inc., a
Colorado corporation ("VicX"). VicX which was at the time of
the transaction a wholly owned subsidiary of VIP became a
wholly owned subsidiary of the Issuer. Shares of Issuer
Common Stock formerly beneficially owned by VicX were
transferred to VIP as part of a corporate reorganization.
For purposes of the transaction, the 709,108 Issuer shares
were valued at $2.25 per share for a total value of
$1,595,494. The options were granted to VIP in consideration
for certain undeveloped properties owned by VicX which the
Issuer has agreed to develop. These options have a $.01
exercise price but vest only to the extent the non-producing
properties are successfully developed into proved producing
properties by June 30, 1997. The vesting formula is based on
cash received by option properties, less cash used to develop
the option properties, plus 60% of the reclassified present
value discounted by 10%, divided by $3.00 per share. The
option properties will be evaluated annually to determine the
number of options vested to VIP.
The transaction was approved by the shareholders of VIP on
May 20, 1994 and is expected to close on or before June 30,
1994.
Item 4. Purpose of Transaction
See answer to Item 3 above.
Item 5. Interest in Securities of the Issuer
(a) (1) VicX beneficially owns no shares.
(2) VIP beneficially owns 1,090,021 shares (80.71%)
(3) Victoria Petroleum beneficially owns 1,090,021
shares (80.71%)
(b) (1) (i) -0-; (ii) -0-; (iii) -0-; (iv) -0-
(2) (i) 1,090,021; (ii) -0-; (iii) 1,090,021; (iv) -0-.
(3) (i) 1,090,021; (ii) -0-; (iii) 1,090,021; (iv) -0-.
(c) The Issuer issued 207,263 shares of restricted stock to
VicX on January 1, 1994, subject to ratification by the
shareholders of the Issuer, which ratification was
obtained on March 2, 1994, in exchange for the surrender
of $466,343 in indebtedness owed to Victoria pursuant to
a Promissory Note (the "Note"). The Note was originally
issued to VicX in exchange for certain oil and gas
properties owned by VicX . The shares were issued in a
private, unregistered transaction. The exchange rate
for the transaction was approximately $2.25 per share.
As a result of that transaction, on January 1, 1994,
Victoria owned 380,913 shares, or 59% (53.4% fully
diluted) of the outstanding Common Stock. The remaining
amount of debt owed to Victoria after the transaction
was approximately $600,000.
Shares of Issuer Common Stock beneficially owned by VicX
were transferred to VIP as part of a corporate
reorganization.
Pursuant to the Agreement for Exchange of Stock dated
May 3, 1994 between the Issuer and VIP, VIP acquired
709,108 shares of Issuer Common Stock and options to
acquire up to an additional 1,285,383 shares of Issuer
Common Stock as described in Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Deed of Guaranty by Victoria Petroleum, N.L. filed as Exhibit
A to Schedule 13D dated June 1, 1992 and incorporated by
reference herein.
Agreement for Exchange of Stock dated May 3, 1994 described
in Item 3 above and filed as Exhibit A hereto.
Item 7. Material to be filed as Exhibits
Purchase and Sale Agreement between Victoria Exploration,
Inc. and TPEX Exploration, Inc. dated June 1, 1992 filed as
Exhibit B to Schedule 13D dated June 1, 1992 and incorporated
herein by reference.
Agreement for Exchange of Stock dated May 3, 1994 described
in Item 3 above and filed as Exhibit A hereto.
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.
VICTORIA EXPLORATION, INC.
Date: May 31, 1994 By:/s/John T. Kopcheff
John T. Kopcheff
Vice President
VICTORIA INTERNATIONAL
PETROLEUM N.L.
Date: May 31, 1994 By:/s/ John T. Kopcheff
John T. Kopcheff
Managing Director
VICTORIA PETROLEUM N.L.
Date: May 31, 1994 By:/s/ John T. Kopcheff
John T. Kopcheff
Managing Director
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TPEX Exploration, Inc.
(Name of Issuer)
Common Stock, No Par Value)
(Title of Class of Securities)
872619 20 0
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis L.L.C.
1401 17th St., #1100
Denver, CO 80202
303/299-8913
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 3, 1994
(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 [ ].
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria International Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
PF
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
South Australia
Number of Shares 7) Sole Voting Power 1,165,021
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,165,021
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,021
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
56.5%
14) Type of Reporting Person
CO
SCHEDULE 13D
CUSIP No. 872619 20 0
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Victoria Petroleum N.L.
2) Check the Appropriate Box if a Member of a Group*
(a)[ ]
(b)[X]
3) SEC USE ONLY
4) Source of Funds
PF
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Western Australia
Number of Shares 7) Sole Voting Power 1,165,021
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,165,021
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,021
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
56.5%
14) Type of Reporting Person
CO
AMENDMENT NO. 3 TO
SCHEDULE 13D FOR
VICTORIA INTERNATIONAL PETROLEUM N.L.
VICTORIA PETROLEUM N.L.
Item 1 Security and Issuer
(a) Common Stock, No Par Value (the "Shares")
(b) TPEX Exploration, Inc.
999 18th Street, Suite 1100
Denver, Colorado 80202
Item 2 Identity and Background
(a) (1) Victoria International Petroleum N.L., a wholly
owned subsidiary of Victoria Petroleum N.L.
("Victoria International")
(2) Victoria Petroleum N.L., an Australian public
entity ("Victoria Petroleum")
(b) (1) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(2) c/o Goodhurst, 4th Floor, Griffin Centre, 28 The
Esplanade, Perth, Western Australia 6000
(c) (1) Oil and Gas Exploration and Development
(2) Holding Company and Oil and Gas Exploration
(d) None
(e) None
(f) (1) Australia
(2) Australia
Item 3. Source and Amount of Funds or Other Consideration
Cash on Hand
Item 4. Purpose of Transaction
The Issuer sold 75,000 Shares of restricted stock to Victoria
International Petroleum N.L. for $187,500 as part of an
overseas offering by the Issuer under Regulation S of the
Securities Act of 1933. The total offering was for 500,000
shares.
Item 5. Interest in Securities of the Issuer
(a) (1) Victoria International beneficially owns 1,165,021
shares (56.5%)
(2) Victoria Petroleum N.L. beneficially owns 1,165,021
shares (56.5%)
(b) (1) (i) 1,165,021; (ii) -0-; (iii) 1,165,021; (iv) -0-.
(2) (i) 1,165,021; (ii) -0-; (iii) 1,165,021; (iv) -0-.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Pursuant to a certain Agreement for Exchange of Stock dated
May 3, 1994 between the Issuer and Victoria International,
Victoria International acquired options to acquire 1,285,383
Shares which vest only the extent the non-producing
properties are successfully developed into proved producing
properties by June 30, 1997.
Item 7. Material to be filed as Exhibits
Agreement for Exchange of Stock dated May 3, 1994 described
filed as Exhibit A to Schedule 13D dated May 20, 1994 and
incorporated herein by reference.
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.
VICTORIA INTERNATIONAL
PETROLEUM N.L.
Date: November ___, 1994 By:/s/ John T. Kopcheff
John T. Kopcheff
Managing Director
VICTORIA PETROLEUM N.L.
Date: November ___, 1994 By:/s/ John T. Kopcheff
John T. Kopcheff
Managing Director
