SCHEDULE 13D
Amendment No. 9
XCL Ltd.
common stock
Cusip # 983702101
Filing Fee: No
Cusip # 983702101
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 15,949,475
Item 8: None
Item 9: 15,949,475
Item 10: None
Item 11: 15,949,475
Item 13: 6.75%
Item 14: HC, IA
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed. See the
discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par value
(the "Shares") of XCL Ltd., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 110 Rue Jean
Lafitte, Lafayette, LA 70508.
Item 2. Identity and Background.
This statement is being filed by Fidelity International Limited, a
Bermuda joint stock company incorporated for an unlimited duration by private
act of the Bermuda legislature ("FIL"). A separate Schedule 13D is being
filed by FMR Corp., a Massachusetts Corporation ("FMR"), with respect to the
Shares. FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. The
principal office of FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda.
FMR is a holding company one of whose principal assets is the capital
stock of a wholly-owned subsidiary, Fidelity Management & Research Company
("Fidelity"), which is also a Massachusetts corporation. Fidelity is an
investment adviser which is registered under Section 203 of the Investment
Advisers Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, serves as trustee or managing agent for
various private investment accounts, primarily employee benefit plans and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in investment management,
venture capital asset management, securities brokerage, transfer and
shareholder servicing and real estate development. The principal offices of
FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by
Fidelity International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The International Funds and accounts, which own or owned Shares,
purchased in the aggregate 22,945,032 Shares for cash in the amount of
approximately $15,699,198, including brokerage commissions. The International
Funds and accounts used their own assets in making such purchase and no part
of the purchase price is represented by borrowed funds. Proceeds from
6,995,557 Shares sold aggregated approximately $9,585,660. The attached
Schedule B sets forth Shares purchased and/or sold since November 22, 1994.
These trades were completed in London with Pounds Sterling (for the purpose of
this filing, prices were converted at $1.5875/Pound, a quoted in the Wall
Street Journal on January 20, 1995).
Item 4. Purpose of Transaction.
The purpose of FIL or its subsidiaries in having the International Funds
and accounts purchase Shares (see Item 5 below) is to acquire an equity
interest in the Company in pursuit of specified investment objectives
established by the Board of Directors of the International Funds.
FIL or its subsidiaries may continue to have the International Funds and
accounts purchase Shares subject to a number of factors, including, among
others, the availability of Shares for sale at what FIL or its subsidiaries
considers to be reasonable prices and other investment opportunities that may
be available to the International Funds and accounts.
FIL and its subsidiaries intend to review continuously the equity
position of the International Funds and accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, FIL and its
subsidiaries may determine to cause the International Funds to cease making
additional purchases of Shares or to increase or decrease the equity interest
in the Company by acquiring additional Shares, or by disposing of all or a
portion of the Shares.
FIL and its subsidiaries have no present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale or transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, and FIL beneficially own all
15,949,475 Shares, reference is made to Item 2 for a disclaimer of beneficial
ownership with respect to the securities which are "beneficially owned" by the
other corporations.
(a) FIL beneficially owns, as investment adviser or the parent of the
investment adviser to the International Funds and accounts, 15,949,475 Shares,
or approximately 6.75% of the outstanding Shares of the Company. FMR
beneficially owns, . Neither FMR, Fidelity, nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons name in Schedule A hereto,
beneficially owns any other Shares. The combined holdings of FMR, Fidelity,
and FIL are 15,949,475 Shares, or approximately 6.75% of the outstanding
Shares of the Company.
(b) The International Funds, the International Pension Accounts and
FIL, as investment adviser to the International Funds and International
Pension Accounts, each has the sole power to vote and the sole power to
dispose of the 15,949,475 Shares held by the International Funds and the
International Pension Accounts. FIL has the sole power to vote 15,949,475
shares and the sole power to dispose of 15,949,475 shares.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither FIL nor any of its affiliates nor, to the best knowledge of FIL,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not applicable.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
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.
Fidelity International Limited
DATE: January 31, 1995 By /s/Arthur Loring
Arthur Loring
Attorney-in-Fact
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman of the Board Chief Executive
82 Devonshire Street Officer-FMR Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., & Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United States citizens and
Messrs. Cambridge, Collis, Saul, and Bateman are citizens of the United
Kingdom.
SCHEDULE B
XCL Ltd.
Two International Account(s) purchased Shares since November 22, 1994 at the
dates and at the prices set forth below. The transactions were made for cash
in open market transactions.
DATE SHARES PRICE
12-20-94 150,000 $0.48
01-20-95 250,000 0.53
