<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
ARAKIS ENERGY CORPORATION
-------------------------
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03852L10
(CUSIP Number)
Charles B. Crowell, Esq.
Crowell & Bishop, PLLC
8117 Preston Road, Suite 800
Dallas, Texas 75225
(214) 696-3200
--------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 25, 1997
-------------
(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. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE> 2
CUSIP No. 03852L10
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
Sands Petroleum AB
(2) Check the appropriate box if a member of a group
[ ]
(3) SEC use only
(4) Source of funds
WC
(5) Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
[ ]
(6) Citizenship or place of organization
Sweden
Number of shares beneficially owned
by each reporting person with:
(7) Sole voting power
7,466,300
(8) Shared voting power
0
(9) Sole dispositive power
7,466,300
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
7,466,300
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
8.5%
(14) Type of reporting person
CO
2
<PAGE> 3
The Schedule 13D and Amendment No. 1 to the Schedule 13D filed by the
Registrant on March 21, 1997 and April 25 , 1997, respectively, are hereby
amended as set forth herein. Capitalized terms which are used but not defined
herein shall have the meanings ascribed in the Schedule 13D and in Amendment
No. 1.
Item 1. Security and Issuer.
No modification.
Item 2. Identity and Background.
No modification.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to read as
follows:
The source of the funds used to purchase all of the shares of the
Issuer acquired by the Registrant was the general working capital of the
Registrant. The aggregate investment for all of the Shares owned by the
Registrant is in excess of $30,000,000.
Item 4. Purpose of Transaction.
Item 4 is amended and restated to read in its entirety as follows:
Registrant acquired all of its Shares in the belief that the Shares
were undervalued and that a better valuation of the Shares could be obtained if
the Issuer took active measures to improve the way it is perceived by the
investment community.
Since the filing of the Schedule 13D and Amendment No. 1,
representatives of Registrant have had numerous meetings and other
communications with the Chairman of the Board and other representatives of the
Issuer. The Issuer has now proposed that its Board of Directors be expanded to
nine members and, at the request of Registrant, has nominated Charles B.
Crowell to be a Director on the expanded Board of Directors. The proposal for
an expanded Board and Mr. Crowell's nomination have been submitted for the vote
of the shareholders at the Issuer's Annual Meeting on July 30, 1997.
Registrant continues to express its desire and willingness to
cooperate with the Issuer's management and Board of Directors to maximize
shareholder values. Registrant has submitted a letter to the Board of
Directors stating some of its concerns and views, a copy of which is attached
hereto as Exhibit 4(a).
3
<PAGE> 4
Registrant has taken certain actions it felt necessary to its efforts
to enhance shareholder values, including requesting lists of shareholders of
the Issuer and contacting several of the larger shareholders to determine their
concerns and ideas on how to maximize shareholder values. Registrant further
continues to consider other courses of action, including, without limitation,
seeking additional representation on the Board of Directors and proposing
candidates for management positions. At the present time, Registrant has made
no final determination and has no understandings with any other party regarding
any course of action to be taken with respect to the Issuer.
Registrant intends to acquire additional Shares as it deems
appropriate, whether in open market purchases, privately negotiated
transactions, by tender offer or otherwise, subject to availability of the
Shares at prices which it deems favorable. Registrant has sold some shares
and, while it is not its present intention to do so, Registrant reserves the
right to dispose of some of all of its Shares.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding the following:
Since Amendment No. 1 to the Schedule 13D was filed, the Registrant
has purchased 10,500 shares and sold 50,000 shares of common stock of the
Issuer on the National Association of Securities Dealers National Market
System, as follows:
<TABLE>
<CAPTION>
Trade Date Number of Shares Price per Share
<S> <C> <C>
4/28/97 (purchase) 10,500 4.00
6/4/97 (sale) 50,000 4.0797
</TABLE>
As of July 25, 1997 the Registrant was the beneficial owner of
7,466,300 Shares, representing approximately 8.5% of the outstanding Shares of
the Issuer, based upon the number of outstanding shares reported by the Issuer
in its Annual Report on Form 20-F for the Fiscal Year Ended December 31, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No modification.
Item 7. Material to be Filed as Exhibits.
Exhibit 4(a)--Letter from Registrant to the Board of Directors of the
Issuer dated July 21, 1997.
4
<PAGE> 5
SIGNATURE
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.
Date: July 28, 1997 SANDS PETROLEUM AB
By: /s/ Ian H. Lundin
-----------------------------------
Ian H. Lundin
Director
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4(a) Letter from Registrant to the Board of Directors of the
Issuer dated July 21, 1997
</TABLE>
<PAGE> 1
EXHIBIT 4(a)
[SANDS PETROLEUM AB LETTERHEAD]
[OFFICE OF THE CHAIRMAN]
July 21st, 1997
Board of Directors
Arakis Energy Corporation
500 645-7th Ave. S.W.
Calgary, Alberta
Canada T2P 4G8
Dear Sirs,
As the largest single shareholder of Arakis Energy Corporation, Sands Petroleum
AB is very interested in co-operating with Arakis in every possible way to see
the Sudanese project successfully completed and the shares of Arakis more fully
valued in the market.
However, we feel it is our duty to express our concerns about perceptions which
we believe continue to depress the value of Arakis's shares and ask your
cooperation in ameliorating those perceptions.
We believe that is essential that Arakis improves its image and exposure in the
oil & gas investment community. This can only be achieved by taking the
following steps:
1. A Chief Operating Officer who is well recognised and has the confidence of
financial institutions and the oil industry in general has to be
appointed. We strongly believe that the Board should use its best efforts
to find the best available person to manage Arakis and suggest that a
search committee be formed from the Board and be given that charge.
2. The Board has to address the large outstanding loans to current and former
Directors. We request that such loans be repaid as soon as possible and
no more be made in the future. In addition the current members of the
Compensation Committee should be replaced with Directors that have no
executive position within the Company.
3. Arakis has to demonstrate that it remains focused on the completion of the
Sudanese project and that it is directing its financial and technical
efforts almost exclusively in that direction. Other new projects could be
considered only after the Sudanese project is securely financed.
4. The Board has to instruct the Management of the Company to address the
ever increasing General and Administration expenses. Now that the
operatorship of the Sudanese project has been effectively relinquished by
the Company, a plan should be implemented to streamline and restructure
the head-office in Calgary where the majority of the G&A expenses are
incurred.
<PAGE> 2
Letter to the Board of Directors
July 21st, 1997 (cont'd)
- 2 -
Arakis has a great opportunity to grow as a company and have the investing
public recognise its underlying value. It is our hope that Arakis will take
advantage of that opportunity for the benefit of all its shareholders.
Very truly yours,
Sands Petroleum AB
by: /s/ IAN H. LUNDIN
--------------------------
Ian H. Lundin, Director
