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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. 1)*
ARABIAN SHIELD DEVELOPMENT COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK $0.10 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
038465 10 0
- --------------------------------------------------------------------------------
(CUSIP Number)
FAL HOLDINGS ARABIA CO. LTD., P.O. BOX 4900, RIYADH 11412,
KINGDOM OF SAUDI ARABIA. TEL: (966) 1-464-9770
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 17, 1997
- --------------------------------------------------------------------------------
(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 [ ]. (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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP NO. 038465 10 0 PAGE 1 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAHAD MOHAMMED SALEH AL ATHEL
P.O. BOX 4900, RIYADH 11412, KINGDOM OF SAUDI ARABIA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
NOT APPLICABLE (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
P F
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KINGDOM OF SAUDI ARABIA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,370,000 + OPTION ON 2,390,773
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING NONE
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,370,000 + OPTION ON 2,390,773
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,370,000 + OPTION ON 2,390,773
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7% + OPTION ON 10.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
I N
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Page 2 of 4 Pages
SCHEDULE 13D
GENERAL INSTRUCTIONS
ITEM 1. SECURITY AND ISSUER
Common Stock: $0.10 par value
Arabian Shield Development Company
Suite 175, 10830 North Central Expressway
Dallas, Texas 75231
ITEM 2. IDENTITY AND BACKGROUND
(a) Fahad Mohammed Saleh Al Athel
(b) P.O. Box 4900, Riyadh 11412, Kingdom of Saudi Arabia
(c) Businessman
(d) Not applicable
(e) Not applicable
(f) Kingdom of Saudi Arabia
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds
ITEM 4. PURPOSE OF TRANSACTION
Increase in personal investment
(a)(i) In November 1996 Fahad Mohammed Saleh Al Athel agreed to
purchase a further 450,000 shares of unissued common stock at
$1.00 per share, pursuant to an agreement from the Company
dated November 15, 1996 (copy attached). This transaction was
completed on May 30, 1997.
(ii) On November 17, 1997 Fahad Mohammed Saleh Al Athel agreed to
loan $200,000 to the Company for a period of two years. The
loan carries an option to purchase 200,000 shares of the
Company's unissued common stock at $1.00 per share.
(b) Not applicable
(c) Not applicable
(d) Not applicable
<PAGE> 4
Page 3 of 4 pages
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
(i) Not applicable
(j) Not applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
<TABLE>
<S> <C> <C>
(a) Fahad Mohammed Saleh Al Athel 3,370,000 shares of common
stock (15.7%)
Fahad Mohammed Saleh Al Athel 445.000 option on shares of
common stock at
$ 1.00 per share (1.8%)
Saudi Fal Company Ltd. 1,945,773 option on shares of
common stock at
$ 1.00 per share (8.2%)
</TABLE>
(b) Fahad Mohammed Saleh Al Athel - sole power to vote and dispose
3,370,000 shares
(c) (i) In November 1996 Fahad Mohammed Saleh Al Athel agreed to
purchase 450,000 shares of unissued common stock at $ 1.00
per share, pursuant to an agreement from the Company dated
November 15, 1996. This transaction was completed on May 30,
1997.
(ii) In November 1997 Fahad Mohammed Saleh Al Athel acquired an
option to purchase 200,000 shares of common stock at $ 1.00
per share, as described in item 4(a)ii above.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable
<PAGE> 5
Page 4 of 4 pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.(a) Letter dated November 15, 1996 from Arabian Shield
Development Company to Fahad Mohammed Saleh Al Athel
agreeing to issue 450,000 shares common stock at $1.00 per
share.
99.(b) Letter dated November 13, 1997 from Arabian Shield
Development Company to Fahad Mohammed Saleh Al Athel
granting an option to purchase 200,000 shares of common
stock in consideration for a loan to the Company of
$200,000.
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.
February 14, 1998 /s/ FAHAD MOHAMMED SALEH AL ATHEL
- ----------------- ---------------------------------
Date Signature
Fahad Mohammed Saleh Al Athel
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
99.(a) Letter dated November 15, 1996 from Arabian Shield Development Company
to Fahad Mohammed Saleh Al Athel agreeing to issue 450,000 shares
common stock at $1.00 per share.
99.(b) Letter dated November 13, 1997 from Arabian Shield Development Company
to Fahad Mohammed Saleh Al Athel granting an option to purchase
200,000 shares of common stock in consideration for a loan to the
Company of $200,000.
</TABLE>
<PAGE> 1
EXHIBIT 99.(a)
[ARABIAN SHIELD DEVELOPMENT COMPANY LETTERHEAD]
November 15, 1996
Sheikh Fahad Al-Athel
P.O. Box 4900
Riyadh 11412
Saudi Arabia
Dear Sheikh Fahad Al-Athel:
Arabian Shield Development Company, a Delaware Corporation, agrees to sell
you Four Hundred Fifty Thousand Shares (450,000) of its authorized and unissued
common stock, par value $.10 per share, and you agree to purchase such shares
at the price of 1.00 Dollar (one) per share. Payment for these shares shall be
made on the following schedule:
$100,000 to be paid on the date of your signing; and
$100,000 monthly thereafter.
These shares have not been registered under the United States Securities
Act of 1933 (the "Act"), as amended, and are being sold to you in reliance upon
one or more exemptions from the registration requirements of the Act, including
but not limited to, the exemptions set forth in Regulation S relating to offers
and sales made outside the United States of America.
By your execution of this letter agreement, you represent to the Company
as follows:
1. You are not a citizen or resident of the United States of America;
2. You are purchasing the shares for your own account for investment and not
with a view to the resale or distribution of the shares within, or to
citizens or residents of, the United States of America;
3. You are not purchasing the shares for the account or benefit or a citizen
or resident of the United States of America or any partnership or
corporation organized or incorporated under the laws of any jurisdiction in
the United States of America;
4. At the time you are executing this letter agreement, you are outside the
United States of America;
<PAGE> 2
Sheikh Fahad Al-Athel
Page 2
November 15, 1996
5. You have received or have had access to all information you consider
necessary or advisable in order to enable you to make an informed decision
concerning your purchase of the shares; and
6. You have such knowledge and experience in business and financial matters
that you are capable of evaluating the merits and risks or investing in
the shares, and you are able to bear the economic risk of investing in the
shares.
You further agree that the shares may not be offered for sale, sold, or
otherwise disposed of within or to United States citizens or residents unless
the shares are subsequently registered under the Act or an exemption from
registration is available. The certificate representing the shares will
contain a restrictive legend with respect to the foregoing. In the event that
by reason of your acquisition of the shares you are required to make any
filings pursuant to the United States Securities Exchange Act of 1934, as
amended, the certificate representing the shares will not be issued to you
until all applicable filing requirements have been satisfied.
Very truly yours,
ARABIAN SHIELD DEVELOPMENT COMPANY
By: /s/ HATEM EL-KHALIDI
-------------------------------
AGREED TO:
By: /s/ FAHAD AL-ATHEL
-----------------------------
Date: November 30, 1996
---------------------------
<PAGE> 1
EXHIBIT 99.(b)
[ARABIAN SHIELD DEVELOPMENT COMPANY LETTERHEAD]
13 November, 1997
Sheikh Fahad Al-Athel
P.O. Box 4900
Riyadh
Saudi Arabia
Dear Sheikh Fahad:
This letter serves as the agreement to loan Arabian Shield Development
Company, U.S.$200,000 (Two hundred thousand). This loan will carry a U.S.
prime rate + 2% interest. The period of the loan is for two years from the date
of payment to the Company, and will be paid to you on demand with all
accumulated interest after that period.
For the above consideration, you will have the option within the above
period of two years to purchase 200,000 shares of the Company's unissued common
stock at the price of one U.S. dollar per share (U.S.$1.00). The shares you
purchase will be restricted shares under Rule 144(k) of the rules of the U.S.
Securities and Exchange Commission (SEC).
The Company Account no. is as follows:
Arabian Shield Development Company
U.S. dollars account no.: 5401623
Saudi Riyal Acct. No: 4400135
Saudi American Bank,
Jeddah Branch, Jeddah, Saudi Arabia
Very truly yours,
Arabian Shield Development Company
/s/ HATEM EL-KHALIDI
By; Hatem El-Khalidi, President
Agreed to:
By: /s/ FAHAD AL-ATHEL
------------------------------
Fahad Al-Athel
Date: 17 NOV 1997
----------------------------
