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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(Name of Issuer)
Common Stock. $.08 par value
(Title of Class of Securities)
026909-20-0
(CUSIP Number)
Charles Snow, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
(212) 687-3860
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 13, 1995
(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 8 pages
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SCHEDULE 13D
CUSIP No. 026909-20-0 Page 2 of 8 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George N. Faris ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
00 (See Item 3)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7) SOLE VOTING POWER
2,017,176 (See Item 5)
NUMBER 8) SHARED VOTING POWER
OF SHARES None
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 2,017,176 (See Item 5)
REPORTING
PERSON WITH 10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,176 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14) TYPE OF REPORTING PERSON
IN
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Page 3 of 8
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value $.08 per share
(the "Shares") of American International Petroleum Corporation, a Nevada
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 444 Madison Avenue, New York, New York 10022.
Item 2. Identity and Background.
The Reporting Person is George N. Faris. His business address is 444
Madison Avenue, New York, New York 10022. The Reporting Person is employed as
the Chief Executive Officer and Chairman of the Board of the Issuer.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, the Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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.
The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person received 900,000 Shares in exchange for his
relinquishing certain rights and benefits under his employment agreement with
the Issuer relating to (i) any future changes in control of the Company and
(ii) severance payments.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares, as described in Item 3, in
exchange for his relinquishing retirement rights and benefits under his
employment agreement with the Issuer. The Issuer has also decided, under
certain conditions, to grant a stock option to the Reporting Person to purchase
up to an additonal 1,000,000 Shares. Such option will not be granted to the
Reporting Person unless the Issuer completes certain transactions. If such
option is granted, the Reporting Person will file a new Schedule 13D at that
time. There is no assurance that such option will ever be granted. Except as
otherwise disclosed herein and absent any change in personal circumstances, the
Reporting Person intends to maintain his equity position in the Issuer. The
Reporting Person, however, intends to review on a continuing basis his
investment in the Issuer and may, depending upon such evaluation of the
Issuer's business and prospects and upon future developments business and
economic conditions, determine to increase, decrease or continue to hold or
dispose of his position in the Issuer.
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Page 4 of 8
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed to beneficially own 2,017,176
Shares, representing approximately 8.0% of the outstanding Shares of the
Issuer.(1) These amounts exclude the 29,800 Shares owned by the Reporting
Person's wife, Claudette Faris, with respect to which the Reporting Person
disclaims beneficial ownership.
(b) The Reporting Person has sole voting power over 2,017,176 Shares
(including Shares underlying warrants to purchase 285,669 Shares and options to
purchase 204,500 Shares). Pursuant to Rule 13d-4 under the Securities Exchange
Act of 1934, as amended, the Reporting Person disclaims beneficial ownership as
to 29,800 Shares owned by Claudette Faris, the Reporting Person's wife, and
they are not included in the number stated on lines 7, 9 and 11 of the cover
sheet) the Reporting Person has sole dispositive power over 2,017,176 Shares
(including warrants and options to purchase 490,169 Shares).
(c) The Reporting Person has not, in the past sixty days, engaged in any
transactions involving Shares of the Issuer, except as follows:
Gift of 85,000 shares to his mother, Emily Faris, as of October 10, 1995.
(d) and (e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has no agreements or understandings with any person
or entity respecting the securities of the Issuer other than the Issuer.
Item 7. Material to be Filed as Exhibits.
1) Amendment to Employment Agreement between the Reporting
Person and the Company, dated as of October 13, 1995.
___________________
(1) Based on 25,121,017 Shares of the Issuer reported to be outstanding
as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, including the 900,000 Shares.
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Page 5 of 8
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: November 17, 1995 George N. Faris
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George N. Faris
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Page 6 of 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
1) Amendment to Employment Agreement between 7
George Faris and the Company, dated as of
October 13, 1995.
</TABLE>
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Page 7 of 8
AMENDMENT NO. 1 TO
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
EMPLOYMENT AGREEMENT WITH GEORGE N. FARIS DATED MAY 1, 1989
Amendment dated as of the 13th day of October 1995, between AMERICAN
INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation with executive
offices located at 444 Madison Avenue, New York, N.Y. 10022 (the "Company"),
and GEORGE N. FARIS, residing at 570 Park Avenue, Apt. 10C, New York, NY
10021 (the "Employee").
W I T N E S S E T H
WHEREAS, the Employee is currently the Chief Executive Officer and
Chairman of the Board of Directors of the Company and has served the Company
pursuant to and Employment Agreement dated May 1, 1989; (the "Employment
Agreement"); and
WHEREAS, both the Company and the Employee recognize that the Company
is about to enter a significant new phase in its existence with the conclusion
of one or more of various agreements (the "Agreements") with the principals
representing certain Indonesian entities; and
WHEREAS, the conclusion of one or more of the Agreements could result
in a future "Change in Control", or involuntary termination of the Employee, as
such circumstances are described in the Employment Agreement, and that such
circumstances could require the Company to make significant cash payments to
the Employee; and
WHEREAS, both the Company and the Employee desire to relieve the
Company of the potential burden of such significant cash payments;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the Company and the Employee do hereby agree to amend the
Employment Agreement as follows:
1. The Employee hereby waives Paragraph 8(d) concerning the
Employee's potential involuntary termination, and such Paragraph
shall be of no further force or effect.
2. The Employee agrees to waive Section 9 concerning a potential
Change in Control and such Section shall be of no further force
or effect.
3. In return for the Employee waiving Paragraphs 8(d) and Section 9
of his Employment Contract, the Company will immediately issue to
the Employee 900,000 restricted shares (the"Shares") of the
Company's common stock. The relative aggregate value of this
transaction to the Company and to the Employee is established at
$450,000.
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4. The Employee hereby represents to the Company that the Shares are
being acquired for investment and not with a view to, or for
resale in connection with, any distribution thereof within the
meaning of the Securities Act of 1933, as amended. The Employee
agrees that a restrictive legend will be placed on the
certificate representing the Shares.
5. All other terms of the Employment Agreement will remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by a duly authorized officer and the Employee has signed this
Amendment as of the day and year written below his signature hereto.
AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
By: Denis J. Fitzpatrick
---------------------------
Denis J. Fitzpatrick
Vice President and
Chief Financial Officer
EMPLOYEE:
George N. Faris
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George N. Faris
Date: October 13, 1995
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