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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)
Bayou International Ltd.
(Name of Issuer)
Common Stock, par value $.15 per share
(Title of Class of Securities)
073015109
(CUSIP Number)
Peter Lee
Centaur Mining & Exploration Limited
210 Kings Way
South Melbourne, Victoria, 3205 Australia
(011) 613-92341122
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 10, 1989
(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 [ ].
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 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act.
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CUSIP No. 073015-10-9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
A.W.I. Centaur Mining & Exploration Limited
I.R.S. Employer Identification No.: Not Applicable.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only ...............................................
4. Source of Funds (See Instructions): Not Applicable
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ..........................[ ]
6. Citizenship or Place of Organization: Australia
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares 7. Sole Voting Power: 5,076,000
Beneficially Owned 8. Shared Voting Power: None
By 9. Sole Dispositive Power: 5,076,000
10. Shared Dispositive Power: None
</TABLE>
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 5,076,000
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) .......................
13. Percent of Class Represented by Amount in Row (11): 10.8%
14. Type of Reporting Person (See Instructions): CO
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Item 1. Security and Issuer
Common stock, par value $.15 per share (the "Common Stock") of
Bayou International Ltd., a Delaware corporation ("Bayou" or the "Issuer"),
whose business address is 210 Kings Way, South Melbourne, Victoria, 3205
Australia.
Item 2. Identity and Background
(a) This Statement is filed by Centaur Mining & Exploration
Limited, an Australian corporation ("Centaur") with respect to the shares of
Common Stock of the Issuer owned by it. A list of the executive officers and
directors of Centaur (collectively, the "Officers and Directors") is attached
hereto as Schedule A. Centaur is a public company in Australia whose ordinary
shares are listed on the Australian Stock Exchange Ltd.
(b) The business address of Centaur and the Officers and
Directors is 210 Kings Way, South Melbourne, Victoria, 3205 Australia.
(c) Centaur is an Australian mining company that has gold
operations and is developing a nickel and cobalt project. A list of the
principal business occupations of the Officers and Directors is set forth on
Schedule A.
(d) None of the persons referred to in Paragraph (a) above has
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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) All of the individuals referred to in Paragraph (a) above
are Australian citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Centaur acquired 5,000,000 shares of the issuer in March 1989
in a privately negotiated transaction in Australia. Centaur acquired an
additional 76,000 shares of the Issuer in September 1990 also in a privately
negotiated transaction in Australia. The funds for such acquisitions were
supplied by Centaur's working capital.
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Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares by Centaur is for
investment. Centaur may make further purchases of shares of Common Stock of the
Issuer from time to time and may dispose of any or all of the shares of Common
Stock held by it at any time.
Except as set forth above in this Item 4, Centaur does not
have any present plans or proposals, which would relate to or result in any of
the events or actions described in sub-paragraphs (a) through (j) of Item 4 of
Schedule 13D. Nothing set forth above should be interpreted to preclude Centaur
from making any plans or proposals, which would relate or result in any of the
events or actions described in sub-paragraphs (a) - (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) and (b). The number of shares of Common Stock of the
Issuer held by each person named in response to Item 2 as of the date hereof is
as follows:
<TABLE>
<CAPTION>
Aggregate Number Percentage of
Name of Shares Owned Outstanding (1)
- ---- --------------- ---------------
<S> <C> <C>
Centaur...................... 5,076,000 10.8%
Officers and
Directors (2)(3).......... 21,097,307 44.9%
</TABLE>
- ----------------
(1) Based on 46,941,789 shares of Common Stock outstanding on December 31,
1998.
(2) Includes 20,046,207 shares of Common Stock owned by Edensor
Nominees Pty Limited and 520,000 shares of Common Stock
owned by Pearlway Investments Pty. Ltd. of which Joseph I.
Gutnick, Stera M. Gutnick (Mr. Gutnick's wife) and members
of their family are officers, Directors and principal
stockholders.
(3) Does not include any shares of Common Stock owned by Centaur as to
which the Officers and Directors disclaim beneficial ownership.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise), among the persons named in Item 2 hereof, or
between such persons and any other person with respect to any securities of the
Issuer, including but not
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limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Not Applicable.
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SIGNATURES
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.
CENTAUR MINING & EXPLORATION LIMITED
By:/s/ Peter Lee
-------------------------------------------
Company Secretary
Dated: February 17, 1999
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth the name and principal position with
Centaur of each of its executive officers and directors:
<TABLE>
<CAPTION>
NAME POSITION
<S> <C>
Joseph Gutnick Chairman and Managing Director
Eduard Eshuys Director-Resources
David Tyrwhitt Non-Executive Director
David Burvill General Manager-Development
Martin Reed General Manager Operations - Gold
Ian Currie Chief Financial Officer
Kenneth Hellsten General Manager-Operations
Peter Lee General Manager-Corporate and Company Secretary
David Prentice General Manager-Land Management
David Simcox Company Secretary
Neal Stewart General Manager-Human Resources
</TABLE>
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