SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
HORIZONTAL VENTURES, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
716456306
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(CUSIP Number)
Capco Resources Ltd.
P.O. Box 20029
Bow Valley Postal Outlet
Calgary, Aberta T2P 4H3 Canada
(403) 234-9000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 18, 1998
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 ("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).
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Capco Resources Ltd. ("Capco")
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
<PAGE>
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
(6) Citizenship or Place of Organization
Alberta, Canada
Number of (7) Sole Voting Power: 0
Shares Bene-
ficially (8) Shared Voting Power: 1,340,000
Owned by
Each (9) Sole Dispositive Power: 1,340,000
Report-
ing Person (10) Shared Dispositive Power: 0
With:
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,340,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11): 46.03%
(14) Type of Reporting Person (See Instructions): CO
<PAGE>
Item 1. Security and Issuer.
(a) Name and address of principal executive offices of issuer:
Horizontal Ventures, Inc.
630 Fifth Avenue, Suite 1501
New York, New York 10111
(b) Title and class of equity securities:
Common Stock, no par value (the "Common Stock")
Item 2. Identity and Background.
(a) Name of person filing:
Capco Resources Ltd. ("Capco")
This Schedule 13D is filed on behalf of Capco's principal shareholder,
Ilyas Chaudhary ("Chaudhary"), who beneficially owns 83.31 percent of
Capco. Capco and Chaudhary may be referred to collectively as the
"Reporting Persons" and individually as a "Reporting Person".
(b) Principal business:
Capco is an oil and gas company.
Chaudhary is the President of SEDCO, Inc. ("SEDCO"), a Delaware
corporation engaged in the oil and gas business.
(c) Address of principal businesses and principal offices:
Capco:
P.O. Box 20029
Bow Valley Postal Outlet
Calgary, Alberta T2P 4H3 Canada
SEDCO:
3201 Airpark Drive, Suite 201
Santa Maria, California 93455
(d) Criminal proceedings:
None of the Reporting Persons has been, during the last five years,
convicted in any criminal proceeding.
(e) Civil Proceedings:
None of the Reporting Persons has been, during the last five years, a
party to any civil proceedings of a judicial or administrative body of
competent jurisdiction as a result of which that person would have
been subject to any 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) State of organization:
Capco was organized under the laws of Alberta, Canada.
Chaudhary is a Canadian citizen.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a stock exchange agreement, on December 18, 1998, the Issuer
issued to Capco 1,340,000 shares of the Issuer's Common Stock in exchange
for all the common stock of Saba Acquisub, Inc. ("SAI"). SAI's sole asset
at that time consisted of 2,971,766 shares of common stock of Saba
Petroleum Company, an oil and gas company whose shares are traded on the
American Stock Exchange. Pursuant to the stock exchange agreement, the
transaction may be terminated if certain conditions are not met on or
before December 31, 1998.
Item 4. Purpose of the Transaction.
Capco acquired the shares of the Issuer's Common Stock included in this
Schedule 13D for investment purposes. Capco does not have any plans or
proposals, other than as set forth in this Item 4, that relate to or would
result in any of the circumstances described in subparagraphs (a) to (j) of
Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
(a) Number of shares beneficially owned:
1,340,000 shares of Common Stock.
Percent of class:
46.03% (The Issuer has 1,570,981 shares of Common Stock outstanding
based on the Issuer's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1998).
(b) Rights with respect to the sole power to vote, direct the vote of, or
dispose of shares:
Pursuant to the Exchange Agreement, Capco has granted the
Issuer a proxy to vote the 1,340,000 shares of Common Stock acquired
by Capco. Capco also has granted to the Issuer a first right of
refusal to acquire from Capco any of the 1,340,000 shares that Capco
proposes to sell during the three year period after the closing of the
transactions contemplated by the Exchange Agreement.
(c) Recent transactions:
Not applicable.
(d) Rights with respect to dividends or sales proceeds:
Not applicable.
(e) Date of cessation of five percent beneficial ownership:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
There is not any contract, arrangement, understanding or relationship
between Capco and any third party with respect to the securities of the
Issuer except that Capco has agreed to transfer 75,000 shares of Issuer's
Common Stock to a third party as a finder's fee in connection with the
acquisition of the 1,340,000 shares of the Issuer's Common Stock.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A - An agreement pursuant to which each of the Reporting Persons
agrees in writing that this Schedule 13D is filed on behalf of each
Reporting Person.
Exhibit B - Stock Exchange Agreement dated November 23, 1998 between and
among the then shareholders of Saba Acquisub, Inc. and Horizontal Ventures,
Inc., as amended by Amendment No. 1 To Stock Exchange Agreement dated
December 15, 1998 (incorporated by reference from Exhibit 10.83 to the
Registration Statement on Form S-4 of Horizontal Ventures, Inc.,
Registration Number _______, filed with the Securities and Exchange
Commission on December __, 1998).
SIGNATURE
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After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: December 28, 1998 By: /s/ Ilyas Chaudhary
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Ilyas Chaudhary, Individually
CAPCO RESOURCES LTD.
By: /s/ Kanti Shah
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Kanti Shah, President
EXHIBIT A
AGREEMENT
The undersigned hereby agree that the Schedule 13D to which this Agreement
is attached as Exhibit B shall be filed on behalf of each of the undersigned.
This Agreement may be executed in one or more counterparts, all of which taken
together shall constitute a single instrument.
Date: December 28, 1998 /s/ Ilyas Chaudhary
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Ilyas Chaudhary, Individually
CAPCO RESOURCES LTD.
Date: December 28, 1998 By: /s/ Kanti Shah
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Kanti Shah, President
