SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
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)
April 22, 1997
(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
[ ].
Page 1 of 4 pages
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SCHEDULE 13D
CUSIP No. 026909-20-0 Page 2 of 4 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING 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
3,515,525 (See Item 5)
NUMBER 8) SHARED VOTING POWER
OF SHARES None
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 3,515,525 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,515,525 (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)
9.3%
14) TYPE OF REPORTING PERSON
IN
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Page 3 of 4 pages
Except as set forth in this Amendment No. 21 to Schedule 13D (the
"Amendment"), the Schedule 13D of the Reporting Person, as amended by Amendments
No. 1 through 20, with respect to the shares of Common Stock, par value $.08
("Shares"), of American International Petroleum Corporation, a Nevada
corporation (the "Issuer"), remains in full force and effect.
Item 3. Source and Amount of Funds or Other Consideration.
On April 22, 1997, in a privately negotiated transaction, the Reporting
Person purchased certain convertible debentures originally issued by the Issuer
in an offering pursuant to Regulation S under the Securities Act of 1933, as
amended (the "Act"). The Reporting Person then converted the debentures into an
aggregate of 895,349 Shares, pursuant to the terms of the debentures. The
Reporting Person paid a total of $225,000 for the debentures from his personal
funds, which amount was equal to the aggregate principal amount of the
debentures.
Item 4. Purpose of Transaction.
The Reporting Person acquired the additional 895,349 Shares as an
investment. The Issuer intends to register the Reporting Person's Shares
pursuant to a Registration Statement filed under the Act. 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 his
evaluation of his financial planning, upon the Issuer's business and prospects
and upon future developments in general business, economic and market
conditions, determine to increase, decrease or continue to hold or dispose of
his position in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed to beneficially own 3,515,525
Shares, representing approximately 9.3% of the outstanding Shares of the Issuer
(based on 36,726,539 Shares of the Issuer reported to be outstanding as set
forth in the Issuer's Annual Report on Form 10-K for the year ended December 31,
1996).
The beneficial ownership amount excludes the 29,800 Shares owned by the
Reporting Person's wife, Claudette Faris, with respect to which the Reporting
Person disclaims beneficial ownership, and excludes 250,000 stock options that
are not exercisable within 60 days hereof.
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Page 4 of 4 pages
(b) The Reporting Person, as of May 1, 1997, may be deemed to have sole
voting power over 3,515,525 Shares (including Shares underlying warrants to
purchase 285,669 Shares and options to purchase 952,500 Shares and excluding
250,000 Shares underlying options which are not exercisable until October 22,
1997). 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 may be deemed to have sole dispositive power over 3,515,525 Shares
(including such warrants and options to purchase 1,238,169 Shares).
(c) The Reporting Person has not, in the past sixty days, engaged in
any transactions involving Shares of the Issuer.
(d) and (e) N/A.
Item 7. Material to be Filed as Exhibits.
1) Form of 12.5% Series X Senior Subordinated Convertible Redeemable
Debenture, due January 2, 1998 (Incorporated by reference from the Issuer's
Quarterly Report on Form 10-Q, for the quarter ended September 30, 1997).
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: May 1, 1997
/s/ George N. Faris
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George N. Faris
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