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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D (AMENDMENT NO. 1) FILED ON
MARCH 26, 1996 PURSUANT TO RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REGAL INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
758819-10-6
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(CUSIP Number)
Ira F. Levy
Goins, Underkofler, Crawford & Langdon
1601 Elm Street, #3300, Dallas, TX 75201; (214) 969-5454
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 22, 1996
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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 / /.
Check the following box if a fee is being paid with the statement /X/. (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).
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SCHEDULE 13D
CUSIP NO. 758819-10-6 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HORLER HOLDINGS LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
CATEGORY OF SOURCE = WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7 SOLE VOTING POWER
NUMBER OF
40,500,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
40,500,000
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 758819-10-6
REGAL INTERNATIONAL, INC.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share
("Common Stock") of Regal International, Inc. ("Regal"). Regal's principal
executive offices are located at Highway 31 East, P. O. Box 1237, Corsicana,
Texas 75151.
ITEM 2. INDEMNITY AND BACKGROUND
(a) Name:
Horler Holdings Limited
(b) Principal Business:
Investment Holding Company
(c) Address of Principal Office:
52/F Bank of China Tower
1 Garden Road
Hong Kong
(d) During the last five (5) years, neither Horler Holdings
Limited ("HHL") nor any of its directors or officers have been convicted in a
criminal proceeding.
(e) During the last five (5) years, neither HHL nor any of its
directors or officers 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 judgment, decree or final order enjoining
future violations of a prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
HHL is the holder of 40,500,000 shares of Common Stock (the "Shares").
HHL is a wholly owned subsidiary of China Strategic Holdings Limited ("CSH")
and HHL
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acquired the Shares from CSH for $1,223,000 (CSH's basis in the Shares). The
funds to purchase the Shares came from the working capital of HHL and were not
borrowed funds. CSH acquired the Shares on March 15, 1996 pursuant to the terms
of a certain Stock Purchase Agreement, dated March 8, 1996 by and between
Harlequin Investment Holdings Limited and CSH. Under the terms of the Stock
Purchase Agreement, CSH acquired the Purchase Shares for $1,223,000. The
purchase price was paid to Harlequin as follows: (i) $209,328 in cash, (ii)
$211,672 by CSH's cancellation of a promissory note, dated August 8, 1994, from
Harlequin to CSH in the original amount of $200,000 and (iii) $800,000 by
cancellation of a promissory note from Harlequin to CSH in the original
principal amount of $800,000.
ITEM 4. PURPOSE OF TRANSACTION
The transaction was the result of corporate planning whereby it was
determined that the Shares should be held by HHL instead of its parent CSH.
The Shares were acquired by HHL for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
a) HHL is the beneficial owner of 40,500,000 shares of Common
Stock. Such shares of Common Stock would represent 49.5% of the total shares
of outstanding Common Stock. The percentage set forth in this Item 5 is based
upon a total of 81,806,198 shares outstanding at March 15, 1996.
b) HHL has the power to dispose of and vote the Shares.
c) Within the past sixty (60) days, HHL has not disposed of any
shares of Common Stock.
d) Not applicable.
e) Not applicable.
ITEM 6. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
DATED: April 26, 1996
HORLER HOLDINGS LIMITED
by: /s/ MA WAI MAN
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Ma Wai Man, Authorized Signature
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