UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
China Resources Development, Inc.
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(Name of issuer)
Common Stock, par value $.001 per share
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(Title of class of securities)
169406105
(CUSIP number)
Lowrey Capital Management International, L.L.C.
10 Mill Pond Lane
Simsbury, CT 06070
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(Name, address and telephone number of person authorized to receive notices and
communications)
June 5, 1996
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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 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
secuities 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.)
Page 1 of 10 Pages
3134887.03
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Exhibit Index appears on page 9.
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 (the "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 of 10 Pages
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13D
CUSIP No. 169406105 Page 3 of 10 Pages
l. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lowrey Capital Management International, L.L.C.
06-1415396
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,905,738
OWNED BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
2,905,738
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,905,738
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.16%
14. TYPE OF REPORTING PERSON*
00 (Limited Liability Company)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3134887.03
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13D
CUSIP No. 169406105 Page 4 of 10 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John L. Lowrey
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut, USA
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,905,738
OWNED BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
2,905,738
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,905,738
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.16%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 Pages
3134887.03
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ITEM 1. SECURITY ISSUER.
The class of equity securities to which this statement on Schedule 13D
(the "Statement") relates is the common stock, $.001 par value (the "Common
Stock") of China Resources Development, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 23/F
Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this Statement are Lowrey Capital
Management International, L.L.C. (the "Advisor") and John L. Lowrey
(collectively, the "Reporting Persons").
(b) The address of the Advisor is 10 Mill Pond Lane, Simsbury, CT
06070. John L. Lowrey's address is c/o Lowrey Capital Management International,
L.L.C., 10 Mill Pond Lane, Simsbury, CT 06070.
(c) The Advisor is the investment advisor to the Amadeus Offshore Fund,
Ltd., a company incorporated under the laws of Bermuda not registered under the
Investment Company Act of 1940, as amended (the "Fund"). The Advisor has the
power to vote or dispose of the securities held for the Fund. John L. Lowrey
serves as President and director of the Fund and as president of the Advisor and
owns 95% of the interests of the Advisor.
(d) During the last five years, none of the Reporting Persons has
been convicted in any criminal proceeding.
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in its being 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 Advisor is a limited liability company organized under the laws
of the State of Delaware; John L. Lowrey is a United States citizen and resident
of the State of Connecticut.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock were acquired through conversion of the
Issuer's Series B Convertible Preferred Stock (the "Preferred Stock"), $.001 par
value. The Preferred Stock was previously purchased by the Fund with funds
obtained through the sale of Fund shares.
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ITEM 4. PURPOSE OF TRANSACTION.
On the Advisor's direction, the Fund acquired the Preferred Stock and
converted such interests into Common Stock of the Issuer for the purpose of
making an investment in the ordinary course of its trade or business. The Common
Stock may be disposed of at any time or from time to time in whole or in part.
None of the Reporting Persons has formulated any plans or proposals
that would relate to or would result in: (a) the acquisition 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 of the Issuer or its subsidiaries, if any; (c) a
sale or transfer of a material amount of assets of the Issuer or its
subsidiaries, if any; (d) any change in the present board of directors or
management of the Issuer, including any change in the number or term of
directors or the filling of 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;
(g) changes in the Issuer's charter or bylaws or other actions that 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
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity
securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to those enumerated above.
Page 6 of 10 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
5(a-b) The aggregate number and percentage of the outstanding shares of
the Issuer beneficially owned by each of the Reporting Persons are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of Number of
Number of Shares: Shares: Sole
Aggregate Shares: Sole Shared or Shared
Filing Number of Power to Power to Power to Approximate
Party Shares: Vote Vote Dispose Percentage<F1>
- ------ ------------ -------------- ------------ -------------- -----------
Lowrey Capital 2,905,738 0 2,905,738 2,905,738 7.16%
Management
International,
L.L.C.
John L. Lowrey 2,905,738 0 2,905,738 2,905,738 7.16%
- --------
<FN>
<F1> Percentage of Common Stock beneficially owned by the Reporting
Persons calculated by reference to the total number of Issuer's shares
outstanding as indicated on Issuer's Form l0-K for the year ended
December 31, 1995 and subsequently filed Form l0-C.
</FN>
</TABLE>
5(c). There have been a number of conversions of Preferred Stock by the
Reporting Persons and non-Reporting Persons since March 15, 1996, the initial
filing date of Schedule 13D, that have implicated the Reporting Persons'
percentage of voting and dispositive power of the Common Stock. These
intervening transactions are illustrated in the following table:
Page 7 of 11 Pages
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Common
Stock Total Shares
Underlying Held
Amendment Action/ Common Preferred (Assuming
Date Balance Stock<F2> Stock<F3> Conversion)
- ---------------------- ------------------- ---------------------- ---------------------
March 19 BALANCE 26,360 1,465,902 1,492,262
March 21 conversion 2,425
March 22 conversion 7,489
March 25 conversion 17,356
April 3 conversion 176,023
BALANCE 229,653 1,509,270 1,733,923
April 4 conversion 179,489
BALANCE 409,143
April 8 conversion 366,185
BALANCE 775,328 1,795,868
[before April 9] sales (52,342)
BALANCE 722,986 1,020,540 1,743,526
April 9 conversion 186,833
BALANCE 909,818 854,625 1,764,443
April 10 sales (1,287)
BALANCE 1,108,164 797,986 1,906,150
as of May 23 conversion 3,068,776
as of May 23 sale (7,342)
May 23 BALANCE 4,182,597 4,182,597
as of May 24 sale (796,201)
BALANCE 3,387,396 3,387,396
as of May 28 sale (79,115)
BALANCE 3,308,281 3,308,281
as of June 5 sale (402,542)
June 5 BALANCE 2,905,738 2,905,738
- --------
<FN>
<F2> Common Stock owned directly by the Fund.
<F3> Common Stock underlying the Preferred Stock owned directly by the Fund.
</FN>
</TABLE>
5(d). The shareholders of the Fund have an economic interest in the
dividends from, and the proceeds of sales of, the Fund's investments.
5(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As investment advisor for the Fund, the Advisor has the right to
transfer and vote the securities held by the Fund, including those of the
Issuer, pursuant to an agreement between the Fund and the Advisor. As president
of the Advisor, John Lowrey has the power under the Advisor's constituent
documents to vote and dispose of the securities owned by the Advisor's clients.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Signature
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
July 12, 1996
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(Date)
/s/John L. Lowrey
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(Signature)
John L. Lowrey
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(Name/Title)
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(Date)
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(Signature)
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(Name/Title)
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(Date)
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(Signature)
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(Name/Title)
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