SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(Name of Issuer)
Common Stock, par value $0.08 per share
(Title of Class of Securities)
026909-20-0
(CUSIP Number)
September 1, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the 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>
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [X]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 770,735
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 770,735
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 1,285,194
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares (see instructions)
- -----------------------------------------------------------------
(11) Percent of Class Represented by 1.7%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person (see instructions) CO
- -----------------------------------------------------------------
<PAGE>
(1) Name of Reporting Person IEO Holdings Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [X]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 191,053
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 191,053
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 1,285,194
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares (see instructions)
- -----------------------------------------------------------------
(11) Percent of Class Represented by 1.7%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person (see instructions) CO
- -----------------------------------------------------------------
<PAGE>
(1) Name of Reporting Person Glacier Capital Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [X]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 162,104
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 162,104
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,285,194
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares (see instructions)
- -----------------------------------------------------------------
(11) Percent of Class Represented by 1.7%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person (see instructions) CO
- -----------------------------------------------------------------
<PAGE>
(1) Name of Reporting Person Summit Capital Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (see instructions) (b) [x]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 164,003
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 164,003
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,285,194
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares (see instructions)
- -----------------------------------------------------------------
(11) Percent of Class Represented by 1.7%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person (see instructions) CO
- -----------------------------------------------------------------
<PAGE>
Item 1(a) Name of Issuer:
NOT AMENDED.
Item 1(b) Address of Issuer's Principal Executive offices:
NOT AMENDED.
Item 2(a) Name of Person Filing:
The response to Item 2(a) is hereby amended and
restated, in its entirety, to read as follows:
Pursuant to Rule 13d-1(a) promulgated under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement on Schedule 13G is
filed jointly by Infinity Investors Limited
("Infinity"), IEO Holdings, Limited ("IEO"), Glacier
Capital Limited ("Glacier"), and Summit Capital Limited
("Summit"). Infinity, IEO, Glacier and Summit are
collectively referred to herein as the "Reporting
Persons." This Statement amends and supplements the
Statement on Schedule 13G originally filed by the
Reporting Person on May 1, 1998, as amended by that
Amendment No. 1 to Schedule 13G filed by the Reporting
Person on February 16, 1999. The Reporting Persons
include as Appendix A to their original Statement on
Schedule 13G an agreement in writing that this
Statement is filed on behalf of each of them.
Additionally, information is included herein with
respect to the following persons (collectively, the
"Controlling Persons"): HW Partners, L.P. ("HW
Partners"), HW Finance, L.L.C. ("HW Finance"), HW
Capital, L.P. ("HW Capital"), HW Capital GP, L.L.C.
("HW Capital LLC"), Infinity Emerging Opportunities
Limited ("Emerging"), Lion Capital Partners, L.P.
("Lion"), Mountain Capital Management, L.L.C.
("Mountain"), Sandera Partners, L.P. ("Sandera"),
Sandera Capital Management, L.P. ("S.C.M."), Sandera
Capital, L.L.C. ("Capital"), John A. (Pete) Bricker,
Jr. ("Bricker"), Randall Fojtasek ("Fojtasek"), J. R.
Holland, Jr. ("Holland"), Clark K. Hunt ("Hunt"), Mark
E. Schwarz ("Schwarz") and Barrett Wissman ("Wissman").
<PAGE>
Bricker, Fojtasek, Holland, Hunt, Schwarz and Wissman
are U.S. citizens and residents of the State of Texas.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The response to Item 2(b) is hereby amended and
restated, in its entirety, to read as follows:
The principal address of each of Infinity, IEO, Summit,
Glacier and Emerging is Hunkins Waterfront Plaza, Main
Street, P. O. Box 556, CharlesTown, Nevis, West Indies.
The principal address of the other entities set forth
herein is 1601 Elm Street, Suite 4000, Dallas, Texas
75201.
Item 3. NOT AMENDED.
Item 4. Ownership:
The response to Item 4 is hereby amended and
restated, in its entirety, to read as follows:
Infinity
- --------
(a) Amount Beneficially Owned: 770,735
(b) Percent of Class: 1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 770,735
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 770,735
<PAGE>
(iv) shared power to dispose or to direct the disposition
of: 0
No single shareholder has a controlling interest in
Infinity.
HW Partners is a Texas Limited Partnership, the
principal business of which is acting as advisor to
Infinity and activities related thereto.
HW Finance is a Delaware limited liability company,
the principal business of which is serving as the general
partner of HW Partners and activities related thereto.
Wissman is the Manager of HW Finance.
The principal occupation of Wissman is financial
management.
IEO
- ---
(a) Amount Beneficially Owned: 191,053
(b) Percent of Class: Less than one percent (1%)
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 191,053
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 191,053
(iv) shared power to dispose or to direct the disposition
of: 0
IEO is 100% owned by Emerging. Emerging is a
Nevis, West Indies corporation, the principal business
of which is the purchase, sale, exchange, acquisition
and holding of investment securities.
<PAGE>
HW Capital is a Texas limited partnership, the
principal business of which is acting as an advisor to
IEO, Glacier and Summit and activities related thereto.
HW Capital LLC is a Texas limited liability
company, the principal business of which is serving as
the general partner of HW Capital and activities
related thereto. Hunt and Wissman are the Managers of
HW Capital LLC.
Glacier
- -------
(a) Amount Beneficially Owned: 162,104
(b) Percent of Class: Less than one percent (1%)
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 162,104
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 162,104
(iv) shared power to dispose or to direct the disposition
of: 0
Glacier is a Nevis, West Indies corporation that
is 100% owned by Lion. Its principal business is the
purchase, sale, exchange, acquisition and holding of
investment securities. The directors of Glacier
Capital Limited are James A. Loughran and Cofides S.A.
Lion is a Texas limited partnership, the principal
business of which is the purchase, sale, exchange,
acquisition and holding of investment securities.
Mountain is a Texas limited liability company, the
principal business of which is serving as the general
partner of Lion and activities related thereto. Hunt,
Wissman and Fojtasek are the Managers of Mountain.
<PAGE>
HW Capital is a Texas limited partnership, the
principal business of which is acting as an advisor to
IEO, Glacier and Summit and activities related thereto.
HW Capital LLC is a Texas limited liability company,
the principal business of which is serving as the
general partner of HW Capital and activities related
thereto. Hunt and Wissman are the Managers of HW
Capital LLC.
Summit
- ------
(a) Amount Beneficially Owned: 164,003
(b) Percent of Class: Less than one percent (1%)
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 164,003
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 164,003
(iv) shared power to dispose or to direct the disposition
of: 0
Summit is a Nevis, West Indies corporation that is 100%
owned by Sandera. Its principal business is the purchase,
sale, exchange, acquisition and holding of investment
securities. The directors of Summit Capital Limited are
Cofides S.A. and James A. Loughran.
Sandera is a Texas limited partnership, the principal
business of which is the purchase, sale, exchange,
acquisition and holding of investment securities.
SCM is a Texas limited partnership, the principal business
of which is serving as the general partner of Sandera and
activities related thereto.
<PAGE>
Capital is a Texas limited liability company, the principal
business of which is serving as the general partner of SCM
and activities related thereto. Bricker, C. Hunt and
Schwarz are the Managers of Capital; and Bricker (President)
and C. Hunt (Vice President and Secretary) are its principal
officers.
HW Capital owns 100% of Capital. HW Capital is a Texas
limited partnership, the principal business of which is
acting as an advisor to IEO, Glacier and Summit and
activities related thereto.
HW Capital LLC is a Texas limited liability company, the
principal business of which is serving as the general
partner of HW Capital and activities related thereto. Hunt
and Wissman are the Managers of HW Capital LLC.
Item 5. Ownership of 5 Percent of Less or a Class:
- ------
The response to Item 5 is hereby amended and
restated, in its entirety, to read as follows:
If this statement is being filed to report the
fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the
following: [X]
Item 6. Ownership of More than 5% on Behalf of Another Person:
NOT AMENDED.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
NOT AMENDED.
Item 8. Identification and Classification of Members of the
Group:
NOT AMENDED.
<PAGE>
Item 10. Certifications:
By signing below, the undersigned certifies that, to the
best of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Date: November 2, 1999
Infinity Investors Limited
By: /s/ J.A. LOUGHRAN
--------------------------------
Name: J.A. Loughran
------------------------------
Title: Director
-----------------------------
IEO Holdings Limited
By: /s/ J.E. MARTIN
-------------------------------
Name: J.E. Martin
-----------------------------
Title: Director
----------------------------
<PAGE>
Glacier Capital Limited
By: /s/ J.A. LOUGHRAN
-------------------------------
Name: J.A. Loughran
-----------------------------
Title: Director
----------------------------
Summit Capital Limited
By: /s/ J.A. LOUGHRAN
-------------------------------
Name: J.A. Loughran
-----------------------------
Title: Director
----------------------------
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001)
