<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
-------------------------------
PETROLEUM HEAT AND POWER CO., INC.
(Name of Issuer)
Class A Common Stock, $.10 par value
(Title of Class of Securities)
716600 30 9
(CUSIP Number)
--------------------------------
Howard Kailes, Esq.
Krugman, Chapnick & Grimshaw
Park 80 West - Plaza Two
Saddle Brook, New Jersey 07663
(201) 845-3434
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
-------------------------------
January 22, 1996
(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: (a) 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).
<PAGE> 2
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wolfgang Traber
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
1,465,203 (see footnote 1)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,465,203 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,465,203 (see footnote 1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.41% (see footnote 2)
14 TYPE OF REPORTING PERSON*
IN
- -----------------
(1) Represents shares held by Hanseatic Americas LDC, a Bahamian limited
duration company in which the sole managing member is Hansabel
Partners, L.L.C., a Delaware limited liability company in which the
sole managing member is Hanseatic Corporation; Wolfgang Traber holds in
excess of a majority of the shares of capital stock of Hanseatic
Corporation.
(2) Based upon an aggregate of 22,855,097 shares reported as outstanding in
the Issuer's most recent Quarterly Report on Form 10-Q.
<PAGE> 3
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atalanta Holdings Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
HC
<PAGE> 4
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanseatic Americas LDC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,465,203
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
1,465,203
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,465,203
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.41% (see footnote 1)
14 TYPE OF REPORTING PERSON*
OO (see footnote 2)
- -----------------
(1) Based upon an aggregate of 22,855,097 shares reported as outstanding
in the Issuer's most recent Quarterly Report on Form 10-Q.
(2) Hanseatic Americas LDC is a Bahamian limited duration company.
<PAGE> 5
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rudolf Illies
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 6
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hubertus Langen
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
710,221
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
710,221
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,221
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.11% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IN
- -----------------
(1) Based upon an aggregate of 22,855,097 shares reported as outstanding
in the Issuer's most recent Quarterly Report on Form 10-Q.
<PAGE> 7
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Langen Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
OO
<PAGE> 8
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tortosa Vermoegensverwaltungsgesellschaft mbH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
HC
<PAGE> 9
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Traber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 10
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olga Maria Traber (formerly, Gagel)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
IN
<PAGE> 11
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M M Warburg & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
188,559
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
188,559
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,559
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.83% (see footnote 1)
14 TYPE OF REPORTING PERSON*
BK
- -----------------
(1) Based upon an aggregate of 22,855,097 shares reported as outstanding in
the Issuer's most recent Quarterly Report on Form 10-Q.
<PAGE> 12
INTRODUCTORY STATEMENT
Pursuant to Reg. Section 240.13d-2, this Amendment No. 3 to Schedule
13D is being filed on behalf of the undersigned in order to disclose changes in
the Statement on Schedule 13D dated October 19, 1992, as amended by Amendment
No. 1 thereto dated December 14, 1993 and Amendment No. 2 thereto dated May 17,
1994 (together, the "Amended Statement on Schedule 13D"), and therefore does
not restate the items therein in their entirety. Unless otherwise indicated,
all capitalized terms used herein but not defined herein shall have the same
meanings as set forth in the Amended Statement on Schedule 13D. No person or
entity responding hereunder shall be responsible for the completeness or
accuracy of any information contained herein or in the Amended Statement on
Schedule 13D with respect to any other person or entity.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.10 par value
(the "Class A Common Stock"), issued by Petroleum Heat and Power Co., Inc., a
Minnesota corporation (the "Issuer"), whose principal executive offices are
located at 2187 Atlantic Street, Stamford, Connecticut 06902.
Item 2. Identity and Background.
Item 2 of the Amended Statement on Schedule 13D is hereby amended and
supplemented to include Hanseatic Americas LDC, a Bahamian limited duration
company in which the sole managing member is Hansabel Partners, LLC, a Delaware
limited liability company in which the sole managing member is Hanseatic
Corporation, a New York corporation. In excess of a majority of the shares of
capital stock of Hanseatic Corporation is held by Wolfgang Traber. The
principal business of each of the foregoing entities, which has its principal
offices at 450 Park Avenue, Suite 2302, New York, New York 10022, is investing.
The names, citizenship, business or residence address and principal occupation
of each executive officer and director of Hanseatic Corporation, other than
Wolfgang Traber, is set forth in Annex 1 attached hereto, which information is
incorporated hereby by reference.
During the last five years, none of Hanseatic Americas LDC, Hansabel
Partners LLC nor Hanseatic Corporation, nor to the best of the knowledge of
Hanseatic Americas LDC, any executive officer or director of Hanseatic
Corporation identified in Annex 1, has (a) been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (b) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of which it or he was or is subject to a
judgment, decree or final order enjoining future violation of, or prohibiting
or mandating activities subject to, federal or state
<PAGE> 13
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds
or Other Consideration.
As more fully described under Items 4 and 5 herein, effective January
22, 1996 Hanseatic Americas LDC acquired an aggregate of 1,465,203 shares of
Class A Common Stock of the Issuer for an amount per share of $8.125, which was
obtained from a combination of working capital and a loan facility provided by
M.M. Warburg & CO Luxembourg S.A. (the "Hanseatic Americas Transaction").
Item 4. Purpose of Transaction.
The purpose of the Hanseatic Americas Transaction was to consolidate
some of the shares of Class A Common Stock held by the undersigned, and
additional assets held by the undersigned and other parties. Such transaction
will not result in a change in control of the Issuer. The Traber Group, along
with the Sevin Group, continue, as before the transaction, to elect a majority
of the Board of Directors and to direct most corporate actions of the Issuer.
Depending on market conditions and other factors that each of the
undersigned may deem material to its investment decision, each of the
undersigned may purchase additional shares of Class A Common Stock in the open
market or in private transactions. Depending on these same factors, each of
the undersigned may sell all or a portion of the shares of Class A Common Stock
it now owns or hereafter may acquire.
Except as set forth above, the undersigned have no present plans or
proposals which relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amended Statement on Schedule 13D is hereby amended and
supplemented to include the following:
(a)-(b). The number of shares of Class A Common Stock of the Issuer
held by each of the undersigned is as follows:
<PAGE> 14
<TABLE>
<CAPTION>
Aggregate Number Aggregate
of Shares of Class Percentage Voting
Name A Common Stock (1) Ownership (2) Percentage (3)
---- ------------------ ------------- --------------
<S> <C> <C> <C>
Wolfgang Traber 1,465,203(4)(5)(6) 6.41 3.19(7)
Atalanta Holdings Ltd. -- (6) -- --
Hanseatic Americas LDC 1,465,203(6) 6.41 3.00
Rudolf Illies -- (8) -- --
Hubertus Langen 710,221(5)(9) 3.11 1.64(7)
Langen Trust -- (9) -- --
Tortosa GmbH -- (5)(6) -- 12.23
Michael Traber -- (6) -- --
Olga Maria Traber -- (6) -- --
M.M. Warburg & Co. 188,559(6) .83 1.04
</TABLE>
- ----------------------
(1) Except as otherwise indicated, all of such shares are owned with sole
voting and investment power.
(2) Based upon an aggregate of 22,855,097 shares of Class A Common Stock
reported as outstanding in the Issuer's most recent Quarterly Report
on Form 10-Q.
(3) Such percentages represent the aggregate voting power possessed by
such shareholders, based upon their beneficial holdings of Class A
Common Stock and the Issuer's Class C Common Stock, $.10 par value
(the "Class C Common Stock"), 2,597,519 shares of which were reported
as outstanding in the Issuer's most recent Quarterly Report in Form
10-Q. The Class C Common Stock entitles the holder thereof to ten
votes per share upon all matters submitted for a vote to the Issuer
shareholders.
(4) Represents shares held by Hanseatic Americas LDC, a Bahamian limited
duration company in which the sole managing member is Hansabel
Partners, LLC, a Delaware limited liability company in which the sole
managing member is Hanseatic Corporation. Mr. Traber holds in excess
of a majority of the shares of capital stock of Hanseatic Corporation.
(5) Reflects the disposition, effective June 30, 1994, to each of Wolfgang
Traber and Hubertus Langen by Tortosa GmbH, of 537,437 shares of Class
A Common Stock.
(6) Reflects the acquisition, effective January 22, 1996, of an aggregate
of 1,465,203 shares of Class A Common Stock by Hanseatic Americas LDC
as more fully described under Item 3 herein, of which, prior to such
transaction, 721,572 shares were held by Wolfgang Traber, 200,000
shares by Tortosa GmbH, 231,628 shares by Atalanta Holdings Ltd.,
18,904 shares by Michael Traber, 18,904 shares by Olga Maria Traber
and 206,846 shares by M.M. Warburg & Co.
(7) Excludes shares of Class C Common Stock held by Tortosa GmbH, a German
corporation controlled by Wolfgang Traber and Hubertus Langen.
(8) Effective September 14, 1995, Mr. Illies sold, in a private
transaction, 27,256 shares of Class A Common Stock at a per share
price of $7.875. Such shares were included in the shares contributed
to Hanseatic Americas LDC.
(9) Reflects the distribution, effective June 30, 1994, to Hubertus Langen
by Langen Trust of 60,000 shares of Class A Common Stock.
<PAGE> 15
(c) See Item 3, 4, and 5(a) herein for a description of
transactions effected during the 60 days prior to the filing hereof.
(d) As a result of the transactions described herein,
Atalanta Holdings Ltd., Michael Traber, Olga Maria Traber, Langen Trust and
Rudolph Illies no longer hold any shares of Class A Common Stock or Class C
Common Stock and, accordingly, would not be deemed to constitute part of any
"group", within the meaning of Section 13(d)(3) under the Securities and
Exchange Act of 1934, filing hereunder.
Item 7. Exhibits.
(A) Power of Attorney executed by Hanseatic Americas LDC.
<PAGE> 16
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
/s/Wolfgang Traber As of January 22, 1996
- ------------------------------
Wolfgang Traber
(Attorney-in-Fact)
<PAGE> 17
<TABLE>
<CAPTION>
Annex 1
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
- ----------- ----------- ------------ -----------
<S> <C> <C> <C>
Fernando Montero Peru President and President
Grand Bay Plaza Director Hanseatic Corporation
2665 S. Bayshore Drive Grand Bay Plaza
Suite 1101 2665 S. Bayshore Drive
Coconut Grove, FL 33133 Suite 1101
Coconut Grove, FL
33133
Gustav zu Germany Director Director
Salm-Horstmar Bank von Ernst
Bank von Ernst & Co., Ltd.
& Co., Ltd. 86 Jermyn Street
86 Jermyn Street London SW 1
London SW 1
Karl-Erbo Kageneck Germany Director Attorney
King & Spalding King & Spalding
120 West 45th Street 120 West 45th Street
New York, NY 10036 New York, NY 10036
Paul A. Biddelman United States Treasurer Treasurer
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Benjamin Schliemann Germany Vice President Vice President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
</TABLE>
<PAGE> 18
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
(A) Power of Attorney executed by Hanseatic Americas LDC.
<PAGE> 1
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Wolfgang Traber its true and lawful attorney-in-fact and
agent, with full power of substitution, to execute any and all instruments
which he as attorney-in-fact and agent, may deem necessary or advisable to
comply with the Securities Exchange Act of 1934 with respect to the ownership,
acquisition or disposition by, or for the account of, the undersigned of shares
of class A common stock, $.10 par value, of Petroleum Heat & Power Co., Inc., a
Minnesota corporation (the "Company"), including without limitation the power
and authority to execute and file in the name and on behalf of the undersigned
a Schedule 13D and all amendments thereto pursuant to Regulation 13D-G of the
Securities and Exchange Commission, and an agreement between the undersigned
and other beneficial holders of stock of the Company relating to the joint
filing of said Schedule 13D and any amendments to said Schedule 13D. The
undersigned does hereby ratify and confirm all said attorney-in-fact and agent,
or any one or more of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly executed this power of
attorney this 22nd day of January, 1996.
HANSEATIC AMERICAS, LDC.
By: Hansabel Partners, LLC
By: Hanseatic Corporation
By: /s/ Benjamin Schliemann
-------------------------------------
