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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. )*
Silverthorne Production Company
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
82845R
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(CUSIP Number)
Darrell H. Hughes, 7001 Seaview Avenue, NW, Suite 210,
Seattle, WA 98117 (206) 297-6151
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 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).
<PAGE>
CUSIP No. 82845R
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
David G. Lucas
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a)___________________________________________________________________
(b)___________________________________________________________________
3. SEC Use Only
4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 2,618,468 shares
Shares --------------------------------
Beneficially 8. Shared Voting Power -0- shares
Owned by --------------------------------
Each 9. Sole Dispositive Power 2,618,468 shares
Reporting --------------------------------
Person 10. Shared Dispositive Power -0- shares
With --------------------------------
11. Aggregate Amount Beneficially Owned by
Reporting Person 2,618,468 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11) 5.4%
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14. Type of Reporting Person (See Instructions)
IN
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
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Item 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is shares of Common Stock, $0.001 par value per share ("Common Stock"),
of Silverthorne Production Company (the "Issuer").
The name and address of the principal executive offices of the Issuer
are:
Silverthorne Production Company
7001 Seaview Avenue, NW, Suite 210
Seattle, Washington 98117
Item 2. IDENTITY AND BACKGROUND
(a) The name of the reporting person is David G. Lucas
("Reporting Person").
(b) The business address of the Reporting Person is:
3220 South Higuera Street, Suite 304
San Luis Obispo, California 93401
(c) The principal occupation of the Reporting Person is as
Vice-President of Finance of Aquila International
Telecommunications (business address listed in Item 2(b)
above). The Reporting Person is also Chief Financial Officer
of the Issuer (business address listed in Item 1 above).
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, where as a result of such
proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 25, 1999, the Reporting Person was granted an option to
purchase 1,600,000 shares of Common Stock of the Issuer, exercisable immediately
at $0.46 per share and expiring on August 24, 2004.
On April 25, 2000, the Issuer completed the closing of a stock for
stock exchange agreement by and among the shareholders of Aquila International
Telecommunications, Inc. a California corporation ("Aquila"), (the shareholders
of Aquila are referred to collectively as the "Aquila Shareholders") as Seller,
and the Issuer as Buyer (the "Exchange"). Prior to the closing of the Exchange
on April 25, 2000 (the "Closing Date"), the Aquila Shareholders owned 100% of
the issued and outstanding capital shares of Aquila (the "Aquila Shares"). On
the Closing Date, the Aquila Shareholders transferred all of the Aquila Shares
to the Issuer and, in exchange therefor, the Issuer issued to the Aquila
Shareholders a total of 2,041,445 shares of the Issuer's Common Stock. The
Reporting Person was one of the five Aquila Shareholders, and prior to the
Exchange, beneficially owned approximately 18.7% of the Aquila Shares. Pursuant
to the Exchange, the Reporting Person received 381,750 shares of the Common
Stock of the Issuer.
The Issuer and Inter-American Telecommunications Holding Corporation
("ITHC") entered into a Stock Purchase and Asset Acquisition Agreement dated
August 19, 1999 in which the Issuer and ITHC agreed that the Issuer would
acquire all of the assets owned by ITHC in order to maximize the Issuer's
business development for the benefit of the Issuer and its shareholders. On
August 20, 1999, the Issuer completed the first closing of the acquisition of
all of the assets of ITHC in exchange for 29,242,953 shares of the Issuer's
Common Stock. On November 24, 1999 ITHC transferred 150,000 shares of the
Issuer's Common Stock to two persons in partial payment of a finder's fee. On
December 27, 1999, the Issuer and ITHC agreed that the total number of shares of
the Issuer's Common Stock that were to be issued at the first closing was
11,742,953 shares rather than 29,242,953 shares and the total number of shares
to be issued at the second closing was 37,298,444 shares. As a result of ITHC's
right to receive the 11,742,953 shares of the Issuer's Common Stock, the
transfer of 150,000 shares of the Issuer's Common Stock and the previous sale of
12,602,431 shares of the Issuer's Common Stock to ITHC, ITHC owned 24,195,384,
or approximately 51.6% of the Issuer's outstanding shares.
On June 14, 2000, ITHC distributed all Silverthorne Production Company
shares owned by ITHC to ITHC shareholders in amounts proportionate to each
shareholder's ownership percentage of ITHC common stock. On June 14, 2000, the
Reporting Person owned approximately 2.63157% of the outstanding common stock of
ITHC and, therefore, pursuant to the ITHC distribution of shares of Common Stock
of the Issuer to ITHC shareholders, the Reporting Person received 636,718 shares
of the Common Stock of the Issuer.
Pursuant to the terms of the agreement whereby the Issuer acquired the
assets of ITHC, ITHC is entitled to receive 37,298,444 shares of the Issuer's
Common Stock. At this time, the Issuer does not have a sufficient number of
shares of Common Stock authorized to issue the 37,298,444 shares of the Issuer's
Common Stock to ITHC. The Issuer plans to hold a shareholders' meeting in the
near future to propose the adoption of an amendment to the Issuer's Articles of
Incorporation to increase the Issuer's authorized Common Stock. The Reporting
Person does not have sole or shared voting and/or investment power over the
shares of the Issuer's Common Stock that will be owned by ITHC. Therefore, the
Reporting Person disclaims beneficial ownership of the approximate 981,535
shares of the Company's common stock that will be represented by the Reporting
Person's ownership of approximately 2.6% of the outstanding common stock of
ITHC.
Item 4. PURPOSE OF TRANSACTION
The Reporting Person has no plans or proposals which relate to or would
result in:
(a) The acquisitions by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure including but not limited to, if the
Issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, the Reporting Person
beneficially owned 2,618,468 shares of the Common Stock of
the Issuer, including a presently exercisable option to
purchase 1,600,000 shares of the Common Stock of the Issuer.
The 2,618,468 shares beneficially owned by the Reporting
Person represent approximately 5.4% of the Issuer's
outstanding Common Stock as of the date of this Schedule 13D.
(b) The Reporting Person has the power to vote, direct the vote
of, dispose of, and direct the disposition of 2,618,468
shares of Common Stock.
(c) All transactions in the Common Stock of the Issuer by the
Reporting Person that were effected during the past sixty
days are reported in Item 3 above.
(d) No other person has rights with respect to the securities
beneficially owned by the Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between or among the person named in Item 2 and any other
person or persons with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profit or loss, or the giving or withholding of proxies. None of the
shares of Common Stock of the Issuer beneficially owned by the Reporting Person
are pledged or otherwise subject to contingencies the occurrence of which would
give another person voting power or investment power over such securities, other
than in connection with standard default and similar provisions in loan
agreements.
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.
Dated: June _____, 2000
/s/ David G. Lucas
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David G. Lucas
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