SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BLUE DOLPHIN ENERGY COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
095395 20 8
(CUSIP Number)
Harris A. Kaffie
Texas Commerce Plaza
802 North Carancahua
Suite 1840
Corpus Christi, Texas 78401
(512) 882-5501
______________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 27, 1999
(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 this statement. /_/
Page 1 of 6 Pages
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CUSIP NO. 095395 20 8 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Harris A. Kaffie
Social Security No.: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/__/
(See instructions): (b)/__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions): N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): N/A
6 CITIZENSHIP OR PLACE OR ORGANIZATION: United States
NUMBER 7 SOLE VOTING POWER: 557,119
OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 557,119
REPORTING
PERSON WITH: 10 SHARED DISPOSITIVE POWER: None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 664,919
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):
14 TYPE OF REPORTING PERSON (See instructions): Individual
This is Amendment No. 3 to the Statement on Schedule 13D dated December
21, 1990 relating to the acquisition of Common Stock, par value $0.01 per share
(the "Common Stock") of
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CUSIP NO. 095395 20 8 13D PAGE 3 OF 6 PAGES
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Blue Dolphin Energy Company, a Delaware corporation by Harris A. Kaffie, an
individual. Amendment No. 2 is hereby amended and supplemented as described
below. Capitalized terms used herein without definition have the same meanings
as those assigned to them in the initial filing.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by replacing such Item in its entirety with the
following:
Mr. Kaffie acquired securities of the Issuer through the exercise of
conversion rights held in the Non-negotiable Convertible Promissory Note (the
"Note") dated December 31, 1991.
All of Mr. Kaffie's interests in the Note were assigned to the following
trustees holding the interests in irrevocable trusts for the beneficiaries
indicated. An undivided one-twentieth (1/20th) interest in the Note was assigned
to Deborah Young Hatch and Richard J. Hatch, Jr. trustees for the Madlyn
Elizabeth Hatch Trust. An undivided one-twentieth (1/20th) interest in the Note
was assigned to Gregory Goodman, trustee of the Lauren Frazier Kaffie Trust. An
undivided one-twentieth (1/20th) interest in the Note was assigned to Gregory
Goodman, trustee for the William Paul Frazier Kaffie 1993 Trust. An undivided
one-twentieth (1/20th) interest in the Note was assigned to Gregory D. Goodman,
trustee of the Harold Charles Kaffie Trust. An individed four fifths (4/5ths)
interest in the Note was assigned to Lynda Young Kaffie, trustee of the Morgan
Simms Kaffie Trust. All interest assigned to the above trusts have now been
converted by the respective trustees into Common Stock at the conversion rate of
$7.5 per share.
On May 27, 1999 Mr. Kaffie acquired 100,000 shares of Common Stock of the
Issuer through a purchase from the Issuer pursuant to the Company's Private
Placement of Stock as announced on May 13, 1999.
Mr. Kaffie disclaims beneficial ownership of all shares of Common Stock that he
does not own directly.
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CUSIP NO. 095395 20 8 13D PAGE 4 OF 6 PAGES
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5 is hereby amended by replacing such Item in their entirety with
the following:
(a) According to information provided by issuer, on the date hereof, the
Issuer had 4,604,627 shares of Common Stock outstanding. As of the date hereof,
Mr. Kaffie owns directly 557,119 shares of Common Stock. Mr. Kaffie may also be
deemed to be the beneficial owner of 664,919 shares of Common Stock. Mr.
Kaffie's ownership of the Common Stock represents approximately 12% of the
Common Stock outstanding (approximately 14%) including those shares representing
beneficial ownership. Mr. Kaffie disclaims beneficial ownership of all the
shares of Common Stock he does not own directly.
(b) Mr. Kaffie has sole voting and dispositive power with respect to the
Common Stock owned or that may be acquired by him upon conversion of the
Preferred Stock or exercise of the Options.
(c) Except for the transaction as described in Items 3 and 4 hereof, Mr.
Kaffie has not engaged in any transactions in shares of the Common Stock or
Preferred Stock of the Issuer within the last 60 days.
(d) None.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by the addition of the following:
Subscription Agreement dated May 27, 1999
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CUSIP NO. 095395 20 8 13D PAGE 5 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the undersigned knowledge and
belief, the undersigned certify that the information set forth in this statement
is true and correct.
Date: JUNE 16, 1999
/s/ HARRIS A. KAFFIE
Harris A. Kaffie
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PAGE 6 OF 6
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HARRIS A. KAFFIE
P.O. Drawer 2967
Corpus Christi, Texas 78403
May 25, 1999
VIA FAX
Blue Dolphin Energy Company
801 Travis, Suite 2100
Houston, Texas 77002
Attention: Mr. Brian Lloyd, Secretary
RE: Subscription to Blue Dolphin Energy Company ("Company") Common Stock,
$.01 par value ("Stock")
This letter serves as written notice of subscription to purchase 100,000 shares
of Stock, pursuant to the Company's Private Placement of Stock.
My payment will be made by check for the purchase of such shares of Stock in the
amount of $500,000, delivered to you at the above address.
The share certificate representing shares of Stock issuable should be addressed
as follows:
Harris A. Kaffie
P.O. Box 2967
Corpus Christi, Texas 78403
Thank you for your assistance in this matter.
Sincerely,
/s/ HARRIS A. KAFFIE
Harris A. Kaffie
HAK/lr
cc: Ivar Siem
