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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Canarc Resource Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
13722D101
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(CUSIP Number of Class of Securities)
Anthony Low-Beer
100 Park Avenue, Suite 2150
New York, New York 10017
(212) 686-6633
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Roger D. Blanc
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
November 12, 1997
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(Date of Event which Requires
Filing of this Schedule)
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: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
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SCHEDULE 13D
CUSIP No. 13722D101
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Low-Beer I.D. ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
4,311,000 shares of Common Stock
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares of Common Stock
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,800,800 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
1,510,200 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,311,000 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.17%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 3, dated November 24, 1997, to the Schedule
13D dated July 11, 1996, as amended by Amendment No. 1, dated August 26, 1996,
as amended by Amendment No. 2, dated January 15, 1997 (the "Schedule 13D"),
filed on behalf of Anthony Low-Beer ("Mr. Low-Beer"), relates to the common
stock (the "Common Stock") of Canarc Resource Corp., a corporation organized
under the laws of Canada (the "Company"), and is being filed pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
The 3,901,000 shares of Common Stock and the 410,000 purchase
warrants (each warrant is exerciseable into one share of Common Stock) (the
"Purchase Warrants") beneficially owned by Mr. Low-Beer were acquired in
brokered and privately negotiated transactions for an aggregate purchase price
of $4,665,139. The sources of funds for the purchases were (i) investment
capital contributed by Mr. Low-Beer and (ii) investment capital contributed by
persons and entities (the "Investors") with which Low-Beer Advisory has entered
into advisory agreements (the "Advisory Agreements") or with which Mitchell
Securities has entered into letters of authorization ("Letters of
Authorization"), providing Mr. Low-Beer trading discretion over the Investors'
accounts.
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Item 5. Interest in Securities of the Issuer.
(a) As of November 24, 1997, Mr. Low-Beer beneficially owned
a total of 4,311,000 shares of the Common Stock of the Company, constituting
12.17% of the shares of Common Stock then outstanding, based on 35,418,048
shares of Common Stock outstanding as of November 19, 1997 as disclosed in a
letter from the Company to Mr. Low-Beer as of such date.
(b) Mr. Low-Beer has sole voting and dispositive power with
respect to 2,800,800 shares of Common Stock which he owns directly and shared
dispositive power pursuant to the Advisory Agreements and Letters of
Authorization with respect to 1,510,200 shares of Common Stock owned by
Investors.
(c) Information concerning transactions in the Common Stock
effected by Mr. Low-Beer for his own account and for the accounts of Investors
during the past 60 days is set forth in Schedule A hereto and is incorporated by
reference. Except as set forth in Schedule A, no transactions in the Common
Stock have been effected by Mr. Low-Beer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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SCHEDULE A
1. On September 25, 1997, Mitchell Securities, Inc. purchased 5,000
shares of Common Stock of the Company for the accounts of Investors
in brokered transactions at a price of $.51 per share.
2. On October 3, 1997, Mitchell Securities, Inc. purchased 180,000 shares
of Common Stock of the Company for the account of Mr. Low-Beer in
brokered transactions at a price of $.50 per share.
3. On October 9, 1997, Mitchell Securities, Inc. purchased 6,000 shares of
Common Stock of the Company for the accounts of Investors in brokered
transactions at a price of $.59 per share.
4. On October 14, 1997, Mitchell Securities, Inc. purchased 2,000 shares
of Common Stock of the Company for the accounts of Investors in
brokered transactions at a price of $.59 per share.
5. On October 21, 1997, Mitchell Securities, Inc. purchased 108,000 shares
of Common Stock of the Company for the account of Mr. Low-Beer in
brokered transactions at a price of $.57 per share.
6. On October 27, 1997, Mitchell Securities, Inc. purchased 50,000 shares
of Common Stock of the Company for the account of Mr. Low-Beer in
brokered transactions at a price of $.68 per share.
7. On November 12, 1997, Mitchell Securities, Inc. purchased 150,000
shares of Common Stock of the Company for the account of Mr. Low-Beer
in brokered transactions at a price of $.62 per share.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: November 24, 1997 By: /s/ Anthony Low-Beer
Anthony Low-Beer
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