SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International Colin Energy Corporation
_____________________________________________________________
(Name of Issuer)
Common Stock, no par value
_____________________________________________________________
(Title of Class of Securities)
45928D-100
_____________________________
(CUSIP Number)
James Pasquarelli
Halcyon/Alan B. Slifka Management Company LLC
477 Madison Avenue, 8th Floor
New York, N.Y. 10022
_____________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 1996
_____________________________________________________________
(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 [ ].
Check the following box if a fee is being paid with this
statement [ x ].
Page 1 of 15 Pages
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CUSIP No. 45928D-100
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Halcyon/Alan B. Slifka Management Company LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: 646,500
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 646,500
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
646,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
5.02%
14
TYPE OF REPORTING PERSON:
OO-IA
Page 2 of 15 Pages
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CUSIP No. 45928D-100
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Alan B. Slifka and Company, Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: 646,500
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 646,500
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
646,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
5.02%
14
TYPE OF REPORTING PERSON:
CO
Page 3 of 15 Pages
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CUSIP No. 45928D-100
Schedule 13D
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE
PERSONS:
Alan B. Slifka
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ] (b) [ ]
3
SEC USE ONLY:
4
SOURCE OF FUNDS: WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER: 646,500
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 646,500
10 SHARED DISPOSITIVE POWER -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
646,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
5.02%
14
TYPE OF REPORTING PERSON:
IN
Page 4 of 15 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement")
relates to the common stock, no par value (the "Common Stock"),
of International Colin Energy Corporation, a Canadian corporation
(the "Issuer"), whose principal executive offices are located at
1210, 333 - 11th Avenue S.W., Calgary, Alberta, Canada, T2R1L9.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Halcyon/Alan B. Slifka
Management Company LLC ("Halcyon"), Alan B. Slifka and Company,
Limited ("ABS & Co.") and Alan B. Slifka ("Slifka"), an
individual resident of the State of New York. Halcyon, ABS & Co.
and Slifka are referred to herein as the "Reporting Persons."
Halcyon is a limited liability company organized under
the laws of the State of Delaware. The principal business
address of Halcyon is 477 Madison Avenue, 8th Floor, New York,
New York 10022. The members of Halcyon are Alan B. Slifka and
Company, Limited, Alan B. Slifka, Herbert S. Adler, John M.
Bader, Randolph W. Slifka, and James W. Sykes (collectively, the
"Members"). ABS & Co. is a corporation organized under the laws
of the State of New York and has its principal business address
at 477 Madison Avenue, 8th Floor, New York, New York 10022.
Slifka is an individual resident of the State of New York with a
mailing address of Alan B. Slifka, c/o Alan B. Slifka and
Company, Limited, 477 Madison Avenue, New York, New York 10022.
The executive officers and directors of ABS & Co. are
Alan B. Slifka (President and sole director), James Sykes (Vice
President) and James Pasquarelli (Treasurer and Secretary) (the
"Instruction C Persons").
During the last five years, neither the Reporting
Persons, any Member, nor any Instruction C Person (i) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has 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
Page 5 of 15 Pages
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violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The total consideration for the acquisition of the
shares of Common Stock is $3,421,270.04. The funds to acquire
the shares of Common Stock acquired by Halcyon on behalf of its
clients, including certain of the limited partnerships in which
Halcyon is the general partner, came from the working capital of
such clients.
ITEM 4. PURPOSE OF THE TRANSACTION.
On behalf of certain clients to whom Halcyon provides
investment advice and management services, including clients who
are limited partnerships in which Halcyon is the general partner,
Halcyon has acquired the Common Stock covered by this Statement
for investment purposes. Halcyon intends to evaluate the
performance of such Common Stock as an investment in the ordinary
course of its business. Halcyon may seek to acquire additional
Common Stock or to dispose of some or all of the Common Stock
which it beneficially owns. Such actions will depend upon a
variety of factors, including, without limitation, current and
anticipated future trading prices for such securities, any
further actions taken by unrelated third parties who have
indicated they are seeking control of the Issuer, the financial
condition, results of operations and prospects of the Issuer,
alternate investment opportunities, and general economic,
financial market and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 5,1996, certain clients of Halcyon,
including certain limited partnerships in which Halcyon is the
general partner, beneficially owned 646,500 shares of Common
Stock representing 5.02% of the outstanding shares of Common
Stock. This percentage is based upon 12,868,021 shares of the
Common Stock outstanding as of November 19, 1995, as reported in
the Issuer's most recently filed Form 10-Q. Because Halcyon has
full investment discretion over, including the power to
Page 6 of 15 Pages
<PAGE>
dispose of, the Common Stock, as of June 5, 1996, Halcyon may be
deemed to have beneficially owned 646,500 shares of Common Stock.
Further, as managing member of Halcyon, ABS & Co. also may be
deemed to have beneficially owned 646,500 shares of Common Stock
as of June 5, 1996. As the sole shareholder of ABS & Co.,
Slifka also may be deemed to have beneficially owned 646,500
shares of Common Stock as of June 5, 1996.
(b) ABS & Co., as managing member of Halcyon, has sole
power to dispose or direct the disposition of the Common Stock
beneficially owned by Halcyon.
(c) During the past sixty days, on behalf of certain
of its clients, including certain limited partnerships in which
Halcyon is the general partner, Halcyon has purchased the
following shares of Common Stock, at the following prices, in the
following markets:
Trade Date Number of Shares Price per Share($) Market
---------- ---------------- ------------------ ------
5/3/96 42,700 5.1848 Toronto
5/3/96 39,700 5.1848 Toronto
5/3/96 6,200 5.1848 Toronto
5/3/96 32,400 5.1848 Toronto
5/6/96 72,000 5.4185 Toronto
5/6/96 54,000 5.4185 Toronto
5/6/96 10,000 5.4185 Toronto
5/6/96 10,000 5.4185 Toronto
5/6/96 54,000 5.4185 Toronto
5/7/96 3,500 5.4907 Toronto
5/7/96 3,300 5.4907 Toronto
5/7/96 500 5.4907 Toronto
5/7/96 2,700 5.4907 Toronto
5/8/96 10,000 5.3449 Toronto
5/8/96 11,300 5.3456 Toronto
5/8/96 2,500 5.3456 Toronto
5/8/96 11,200 5.3456 Toronto
5/8/96 4,700 5.3443 Toronto
5/8/96 2,300 5.3443 Toronto
5/8/96 26,000 5.3563 Toronto
5/8/96 24,100 5.3563 Toronto
Page 7 of 15 Pages
<PAGE>
5/8/96 4,400 5.3563 Toronto
5/8/96 19,900 5.3563 Toronto
5/9/96 5,100 5.3421 Toronto
5/9/96 2,900 5.3409 Toronto
5/9/96 6,500 5.3409 Toronto
5/9/96 1,200 5.3409 Toronto
5/9/96 4,400 5.3409 Toronto
5/10/96 11,000 5.2711 Toronto
5/10/96 10,500 5.2711 Toronto
5/10/96 1,600 5.2711 Toronto
5/10/96 8,900 5.2711 Toronto
5/10/96 35,000 5-1/4 NYSE
5/10/96 33,000 5-1/4 NYSE
5/10/96 5,000 5-1/4 NYSE
5/10/96 27,000 5-1/4 NYSE
5/13/96 30,000 5.3132 Toronto
5/13/96 25,300 5.3132 Toronto
5/13/96 4,400 5.3132 Toronto
5/13/96 1,600 5.3132 Toronto
5/13/96 23,200 5.3132 Toronto
5/13/96 2,100 5.2958 Toronto
5/13/96 1,800 5.2958 Toronto
5/13/96 300 5.2958 Toronto
5/13/96 100 5.2958 Toronto
5/13/96 1,700 5.2958 Toronto
During the past sixty days, on behalf of certain of its
clients, including certain limited partnerships in which Halcyon
is the general partner, Halcyon has sold the following shares of
Common Stock, at the following prices, in each case in the
Toronto Stock Exchange:
Trade Date Number of Shares Price per Share($)
__________ ________________ __________________
5/14/96 9,200 5.1859
5/14/96 7,800 5.1859
5/14/96 1,300 5.1859
5/14/96 500 5.1859
5/14/96 7,200 5.1859
5/14/96 6,200 5-1/4
5/14/96 5,200 5-1/4
5/14/96 900 5-1/4
Page 8 of 15 Pages
<PAGE>
5/14/96 300 5-1/4
5/24/96 4,900 5-1/4
Except as described above, no Reporting Person has
effected any transactions in the Common Stock during the past
sixty days.
(d) Certain clients of Halcyon, including certain
limited partnerships in which Halcyon is the general partner,
have the right to receive dividends from the Common Stock.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No Reporting Person is a party to any contract,
arrangement, understanding or relationship with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Filing Agreement, dated June 5, 1996,
between Halcyon/Alan B. Slifka Management Company LLC, Alan B.
Slifka and Company, Limited, and Alan B. Slifka.
(2) Power of Attorney appointing James H. Schropp
attorney-in-fact for Halcyon/Alan B. Slifka Management Company
LLC.
(3) Power of Attorney appointing James H. Schropp
attorney-in-fact for Alan B. Slifka and Company, Limited.
(4) Power of Attorney appointing James H. Schropp
attorney-in-fact for Alan B. Slifka.
Page 9 of 15 Pages
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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.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 5, 1996
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 5, 1996
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 5, 1996
Page 10 of 15 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibit Page
No.
(1) Joint Filing Agreement dated February 1,
1996 between Halcyon/Alan B. Slifka
Management Company LLC, Alan B. Slifka and 12
Company, Limited, and Alan B. Slifka.
(2) Power of Attorney appointing James H.
Schropp attorney-in-fact for Halcyon/Alan 13
B. Slifka Management Company LLC.
(3) Power of Attorney appointing James H.
Schropp attorney-in-fact for Alan B. Slifka 14
and Company, Limited.
(4) Power of Attorney appointing James H.
Schropp attorney-in-fact for Alan B. 15
Slifka.
Page 11 of 15 Pages
EXHIBIT (1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities and Exchange Act of 1934, the undersigned agree to the
joint filing of a Statement on Schedule 13D (including any and
all amendments thereto) with respect to the shares of common
stock, no par value, of International Colin Energy Corporation,
and further agree that this Joint Filing Agreement be included as
an Exhibit thereto. In addition, each party to this Agreement
expressly authorizes each other party to this Agreement to file
on its behalf any and all amendments to such Statement.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 5, 1996
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 5, 1996
ALAN B. SLIFKA
By: /s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: June 5, 1996
Page 12 of 15 Pages
EXHIBIT (2)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Halcyon/Alan B. Slifka
Management Company, LLC, whose signature appears below,
constitutes and appoints James H. Schropp as attorney-in-fact and
agent for the undersigned solely for the purpose of executing
reports required under Sections 13 and 16 of the Securities and
Exchange Act of 1934, and filing the same, with exhibits thereto,
and other documents in connection therewith, with the Securities
and Exchange Commission, thereby ratifying and confirming all
that said attorney-in-fact may do or cause to be done by virtue
hereof.
HALCYON/ALAN B. SLIFKA
MANAGEMENT COMPANY LLC
By: /s/ Alan B. Slifka and Company,
Limited
_______________________________
Name: Alan B. Slifka and Company,
Limited
its: Managing Member
By: /s/ James Pasquarelli
_______________________
Name: James Pasquarelli
its: Treasurer
Page 13 of 15 Pages
EXHIBIT (3)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka and Company,
Limited, whose signature appears below, constitutes and appoints
James H. Schropp as attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required
under Sections 13 and 16 of the Securities and Exchange Act of
1934, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, thereby ratifying and confirming all that
said attorney-in-fact may do or cause to be done by virtue
hereof.
ALAN B. SLIFKA AND COMPANY,
LIMITED
By: /s/ James Pasquarelli
______________________
Name: James Pasquarelli
its: Treasurer
Page 14 of 15 Pages
EXHIBIT (4)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka, whose
signature appears below, constitutes and appoints James H.
Schropp as attorney-in-fact and agent for the undersigned solely
for the purpose of executing reports required under Sections 13
and 16 of the Securities and Exchange Act of 1934, and filing the
same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby
ratifying and confirming all that said attorney-in-fact may do or
cause to be done by virtue hereof.
ALAN B. SLIFKA
/s/ Alan B. Slifka
__________________
Alan B. Slifka
Page 15 of 15 Pages
