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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 04)*
TERRITORIAL RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK (NO PAR VALUE)
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(Title of Class of Securities)
881469 20 9
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(CUSIP Number)
DANIEL A. MERCIER
734 7TH AVE., S.W.,
SUITE 1345
CALGARY, ALBERTA CANADA T2P 3P8
(403) 233-7914
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 9, 1998
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(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 [_].
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).
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SCHEDULE 13D
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CUSIP NO. 881469 20 9 PAGE 2 OF 2 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIAN A. LINGARD
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
SEE ATTACHED PAGE
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
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SOLE VOTING POWER
7
NUMBER OF
1,289,740*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,289,740*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,289,740*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.7*
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TYPE OF REPORTING PERSON*
14
IN*
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* See Attached Page
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Item 1. Security and Issuer
Brian A. Lingard ("Lingard") hereby amends and supplements the Statement on
Schedule 13D (the "Original Statement") dated July 8, 1992, Amendment No. 1
thereto dated April 8, 1993, Amendment No. 2 thereto dated February 17, 1995,
and Amendment No. 3 thereto dated March 31, 1995, relating to the shares of
common stock, no par value ("Common Stock"), of Territorial Resources, Inc., a
Colorado corporation ("Territorial"). The principal executive offices and
mailing address of Territorial are 734 7th Ave., S.W., Suite 1345, Calgary,
Alberta Canada T2P 3P8. Unless otherwise indicated, each capitalized term used
and not defined herein shall have the meaning assigned to such term in the
Original Statement or one of the amendments thereto enumerated in this
paragraph.
Item 2. Identity and Background
Item 2 is hereby amended by changing the residence address of Lingard, and
the principal business office address of B. A. Lingard & Co., Inc., a Texas
corporation (the "Lingard Company"), to 201 S. Heights Blvd., #628, Houston,
Texas 77007.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by inserting the following paragraph after the
last paragraph thereof:
"On March 9, 1998, Lingard's parents contributed, in the form of gifts, an
aggregate of 129,000 shares of Common Stock to two trusts (the "Trusts")
established for the benefit of Lingard's children. Lingard serves as the
trustee of each of the Trusts, and disclaims beneficial ownership of the shares
held by the Trusts. On the same day, Lingard purchased 24,000 of such shares of
Common Stock from one of the Trusts, and Lingard Company purchased 35,000 of
such shares of Common Stock from the same Trust. The purchase price therefor
was $1.40 per share, and was paid in the form of two separate demand promissory
notes issued by the purchaser in favor of such Trust."
Item 4. Purpose of Transaction
Item 4 is hereby amended by inserting the following paragraph after the
last paragraph thereof:
"The purchases made by Lingard and Lingard Company on March 9, 1998, were
for investment purposes."
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended in its entirety by deleting the provisions thereof
and inserting the following:
"(a) The aggregate number of shares of the class of securities identified
pursuant to Item 1, above beneficially owned by each of the following named
parties, and the percentage (rounded to the nearest one-tenth of a percent) of
the Common Stock outstanding represented by such shares, is as follows:
<TABLE>
<CAPTION>
Number of Shares Percent of Outstanding
Name Beneficially Owned Common Stock
- ----- ------------------ ----------------------
<S> <C> <C>
Lingard 1,151,406 11.3%
Lingard Company 35,000 0.3%
Sean M. Lingard (minor); 33,334 0.3%
Brian A. Lingard,
UGMA Custodian
Lingard Family Investment Trust 35,000 0.3%
Sean M. Lingard Investment Trust 35,000 0.3%
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1,289,740 12.7%
</TABLE>
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Lingard disclaims beneficial ownership of the shares owned by Sean M.
Lingard and each of the Trusts.
(b) Lingard holds the sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition of all of the shares of Common
Stock identified in (a) above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable."
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is hereby amended in its entirety by deleting the provisions thereof
and inserting the following:
"Lingard is the sole trustee of each of the Trusts, is the custodian of
Sean M. Lingard (Lingard's minor son) with respect to the shares of Common Stock
owned by Sean M. Lingard, and is the sole shareholder of Lingard Company. In
each such case, Lingard holds the sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of all of the shares of
Common Stock identified in (a) of Item 5 above."
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.
Date: March 9, 1998
BRIAN A. LINGARD
/s/Brian A. Lingard
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