UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
-------------------------------
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)
-------------------------------
December 20, 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.
<PAGE>
<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>
<PAGE>
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*
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
1,652,203 (see footnote 1)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,652,203 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,652,203 (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)
7.14% (see footnote 2)
<PAGE>
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 23,149,769 shares of Class A Common
Stock reported as outstanding in the Issuer's most recent Annual
Report on Form 10-K.<PAGE>
<PAGE>
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanseatic Corporation
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,652,203 (see footnote 1)
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
1,652,203 (see footnote 1)
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,652,203 (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)
7.14% (see footnote 2)
<PAGE>
14 TYPE OF REPORTING PERSON*
CO
- - -----------------
(1) 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.
(2) Based upon an aggregate of 23,149,769 shares of Class A Common
Stock reported as outstanding in the Issuer's most recent Annual
Report on Form 10-K.
<PAGE>
<PAGE>
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*
------
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IN
- - -----------------
(1) Based upon an aggregate of 23,149,769 shares of Class A Common
Stock reported as outstanding in the Issuer's most recent Annual
Report on Form 10-K.
<PAGE>
<PAGE>
CUSIP NO. 716600 30 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tortosa Vermogensverwaltungsgesellschaft 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*
------
<PAGE>
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
14 TYPE OF REPORTING PERSON*
HC
<PAGE>
<PAGE>
INTRODUCTORY STATEMENT
Pursuant to Reg. Section 240.13d-2, this Amendment No. 4 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, Amendment No. 2 thereto dated May 17, 1994 and
Amendment No. 3 thereto dated January 22, 1996 (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 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 Hanseatic Corporation, 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 Corporation
nor, to the best of the knowledge of Hanseatic Corporation, 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 securities laws or
finding any violations with respect to such laws.
<PAGE>
<PAGE>
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, the percentage of the
outstanding Class A Common Stock represented by such shares and
the percentage of the Issuer's voting securities held by the
undersigned, are as follows:
<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 1,652,203(4) 7.14
15.71(5)
Hanseatic Corporation 1,652,203(4) 7.14
15.52(5)
Hubertus Langen 710,221 3.07
13.79(5)
Tortosa GmbH -- --
12.16(5)
______________________
(1) Except as otherwise indicated, all of such shares are owned
with sole voting and investment power.
(2) Based upon an aggregate of 23,149,769 shares of Class A
Common Stock reported as outstanding in the Issuer's most recent
Annual Report on Form 10-K.
(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 Annual Report on Form 10-K. 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) Includes 298,717 shares of Class C Common Stock held by
Hanseatic Corporation, in excess of a majority of the shares of
the capital stock of which is held by Mr. Traber, and 298,717
shares of Class C Common Stock held by Tortosa
Vermogensverwaltungsgesellschaft mbH ("Tortosa GmbH"), a German
corporation owned and controlled by Mr. Langen. Tortosa and
Hanseatic Corporation hold shared voting power with respect to
all such shares.
</TABLE>
(c) Not applicable.
(d) The right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
1,652,203 shares of Class A Common Stock, constituting
approximately 7.14% of the outstanding Class A Common Stock,
beneficially owned by Mr. Traber and Hanseatic Corporation (in
excess of a majority of the shares of capital stock of which is
held by Mr. Traber), is held by Hanseatic Americas LDC, a
Bahamian
<PAGE>
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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
---------------------------------------
Tortosa and Hanseatic Corporation are parties to
arrangements under which neither shall vote any shares of Class
C Common Stock owned by it without the written approval of the
other party having first been obtained.
Item 7. Exhibits.
--------
(A) Power of Attorney executed by Hanseatic Corporation.
<PAGE>
<PAGE>
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 March 21, 1997
- - ---------------------------
Wolfgang Traber
(Attorney-in-Fact)
<PAGE>
<PAGE>
<TABLE>
Annex 1
<CAPTION>
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
Constantin Boden United States Director
President
Boden Partners LLC
Boden Partners LLC
450 Park Avenue
450 Park Avenue
Suite 2302
Suite 2302
New York, NY 10022
New York, NY 10022
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>
<PAGE>
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 securities 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 21st day of March, 1997.
HANSEATIC CORPORATION
By: s/Wolfgang Traber
-------------------------------
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 securities 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 21st day of March, 1997.
HANSEATIC CORPORATION
By: s/Wolfgang Traber
-------------------------------
