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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934 (Amendment No.3)
ARAKIS ENERGY CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03852L10
(CUSIP Number)
Charles B. Crowell, Esq.
8117 Preston Road, Suite 800
Dallas, Texas 75225
(214) 696-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 15, 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).
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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
(a) [X]
(b) [ ]
(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
7,455,800
(8) Shared voting power
0
(9) Sole dispositive power
7,455,800
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
7,455,800
(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
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CUSIP No. 03852L10
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
International Petroleum Corporation
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(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
British Columbia
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
100,000
(8) Shared voting power
0
(9) Sole dispositive power
100,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
100,000
(12) Check if the aggregate amount in Row (11) excludes certain shares [ ]
(13) Percent of class represented by amount in Row (11)
0.1%
(14) Type of reporting person
CO
3
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CUSIP No. 03852L10
(1) Names of reporting persons
S.S. or I.R.S. Identification Nos. of above persons
IPC Limited
(2) Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
(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
Bermuda
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
1,069,000
(8) Shared voting power
0
(9) Sole dispositive power
1,069,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
1,069,000
(12) Check if the aggregate amount in Row (11) excludes certain shares [ ]
(13) Percent of class represented by amount in Row (11)
1.2%
(14) Type of reporting person
CO
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The Schedule 13D filed by Sands Petroleum AB on March 21, 1997,
Amendment No. 1 to the Schedule 13D filed on April 25, 1997 ("Amendment No. 1")
and Amendment No. 2 filed on July 28, 1997 ("Amendment No. 2"), respectively,
are hereby amended as set forth in this Amendment No. 3. Capitalized terms
which are used but not defined herein shall have the meanings ascribed in the
Schedule 13D and in Amendments No. 1 and 2.
Item 1. Security and Issuer.
No modification.
Item 2. Identity and Background.
The principal purpose of this Amendment is to report the purchases of
an aggregate of 1,169,000 shares of common stock of the Issuer by International
Petroleum Corporation, a British Columbia corporation ("IPC") and IPC Limited,
a Bermuda corporation ("IPC Limited") which is a wholly-owned subsidiary of
IPC. Both IPC and IPC Limited are primarily engaged in the business of
conducting oil and gas operations.
Several of the senior executive officers and directors of IPC are also
senior executive officers and directors of Sands Petroleum AB ("Sands"), and
Mr. Adolf H. Lundin is the Chairman of both Sands and IPC. Sands, IPC
and IPC Limited have entered into a Joint Filing Agreement providing for their
reporting as a group of ownership in the Issuer's common stock and,
accordingly, the purchases by IPC are reported on this Amendment. The Joint
Filing Agreement appears as Exhibit 1 to this Amendment No. 3.
Sands has previously reported its acquisition of 7,466,300 shares of
common stock of the Issuer. Subsequent to the filing of Amendment No. 2, Sands
discovered that an error had been made in the calculation of the number of
shares owned after aggregating all of its transactions, and that the correct
number of shares owned was (and remains) 7,455,800 shares. Accordingly, this
Amendment corrects the 10,500 share error reflected in Amendment No. 2.
In this Amendment the term "Registrants" refers to Sands, IPC and IPC
Limited collectively, and the terms "Shares" refers to shares of common stock
of the Issuer owned by Sands, IPC and/or IPC Limited.
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 the Shares acquired by Sands,
IPC and IPC Limited, respectively, was the general working capital of such
entities. The aggregate investments for all of the Shares owned by Sands, IPC
and IPC Limited are in excess of $30,000,000, $390,000 and $3,850,000,
respectively.
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Item 4. Purpose of Transaction.
Item 4 is amended and restated to read in its entirety as follows:
Registrants have acquired all of the Shares in the common belief that
the Shares were undervalued in the marketplace and that a better valuation
could be obtained if the Issuer took active measures to improve its perception
by the investment community.
Since the filing of the Schedule 13D and Amendments Nos. 1 and 2,
Charles B. Crowell, at the request of Sands, was nominated to be a director of
the Issuer and was elected as a director at the Issuer's Annual Meeting on July
30, 1997.
Registrants continue to consider other courses of action which they
feel necessary to enhance shareholder value, including, without limitation,
seeking additional representation on the Board of Directors, contacting other
large shareholders to determine their concerns and ideas and proposing
candidates for management positions. At the present time, Registrants have
made no final determination with respect to any course of action to be taken
with respect to the Issuer. Further, neither Sands nor IPC has any
understanding other than the "Joint Filing Agreement" attached hereto as
Exhibit 1, with any other party with respect to any course of action toward the
Issuer.
Registrants intend to acquire additional shares as they deem
appropriate, whether in open market purchases, privately negotiated
transactions, by tender offer or otherwise, subject to availability of the
Shares at prices which they deem reasonable. Sands has sold some Shares in the
past and, while Sands, IPC and IPC Limited do not have a present intention to
do so, each of them reserves the right to dispose of some or all of the Shares.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding the following:
IPC purchased the numbers of shares set forth in the following table,
on the dates and for the prices indicated, on the National Association of
Securities Dealers National Market System:
Trade Date Number of Shares Price per Share
5/19/97 23,000 $3.6875
5/20/97 32,600 3.82
5/21/97 44,400 3.9375
IPC purchased the numbers of shares set forth in the following table,
on the dates and for the prices indicated, on the National Association of
Securities Dealers National Market System:
10/9/97 200,000 3.27422
10/10/97 300,000 3.4719
5
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10/13/97 75,000 3.70
10/13/97 45,000 3.7118
10/13/97 25,000 3.75
10/13/97 10,000 3.71875
10/13/97 40,000 3.75
10/13/97 5,000 3.6875
10/15/97 60,000 3.7417
10/15/97 71,000 3.7016
10/15/97 24,500 3.7372
10/16/97 10,000 3.75
10/16/97 20,000 3.7328
10/16/97 14,500 3.71875
10/17/97 100,000 3.6547
10/22/97 7,000 3.5499
10/24/97 10,000 3.56
10/29/97 27,000 3.4125
10/29/97 25,000 3.5287
As of October 31, 1997 the Registrants were the beneficial owners of an
aggregate of 8,624,800 shares, consisting of 7,455,800 shares owned by Sands,
100,000 shares owned by IPC and 1,069,000 shares owned by IPC Limited; such
shares collectively represent approximately 9.8% 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.
See the Joint Filing Agreement which is attached as Exhibit 1 hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement.
Exhibit 2: Information regarding directors and executive officers of
IPC.
Exhibit 3: Information regarding directors and executive officers of
IPC Limited.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 3, 1997 SANDS PETROLEUM AB
By: /s/ ADOLF H. LUNDIN
--------------------------------
Adolf H. Lundin, Chairman
Date: November 3, 1997 INTERNATIONAL PETROLEUM CORPORATION
By: /s/ ADOLF H. LUNDIN
--------------------------------
Adolf H. Lundin, Chairman
Date: November 3, 1997 IPC LIMITED
By: /s/ IAN H. LUNDIN
--------------------------------
Ian H. Lundin, President
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INDEX TO EXHIBITS
Exhibit # Description
Exhibit 1 Joint Filing Agreement
Exhibit 2 Information regarding directors and executive
officers of IPC.
Exhibit 3 Information regarding directors and executive officers
of IPC Limited.
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of statements on Amendment No. 3 to the Schedule 13D with
respect to the common stock of Arakis Energy Corporation (including any
amendments thereto) and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement on the dates indicated.
SANDS PETROLEUM AB
Dated: November 3, 1997 By: /s/ Adolf H. Lundin
--------------------------------
Adolf H. Lundin Chairman
INTERNATIONAL PETROLEUM CORPORATION
Dated: November 3, 1997 By: /s/ Adolf H. Lundin
--------------------------------
Adolf H. Lundin Chairman
IPC LIMITED
Dated: November 3, 1997 By: /s/ Ian H. Lundin
--------------------------------
Ian H. Lundin, President
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EXHIBIT 2
IDENTIFICATION OF EXECUTIVE OFFICERS AND
DIRECTORS INTERNATIONAL PETROLEUM
CORPORATION
The following sets forth the name, position(s) at IPC,
principal occupation and citizenship of each executive officer and director of
IPC. The business address of each person listed is 6 rue de Rive, P. O. Box
3410, 1211 Geneve 3, Switzerland. To the best knowledge of IPC, except as
otherwise set forth in Amendment No. 3, none of the directors or executive
officers of IPC owns any shares of the Issuer.
<TABLE>
<CAPTION>
NAME POSITION(S) PRINCIPAL OCCUPATION CITIZENSHIP
<S> <C> <C> <C>
Adolf H. Lundin Chairman, Director Energy and mining executive Sweden
Lukas H. Lundin Director Energy and mining executive Sweden
Ian H. Lundin President, Chief Executive
Officer and Director Energy and mining executive Sweden
Nigel R. McCue Executive Vice President Executive Vice President and Chief
and Chief Financial Officer, Financial Officer, IPC United Kingdom
Director
William A. Rand Director Investments Canada
John H. Craig Director Attorney Canada
Brian D. Edgar Director Investments Canada
Timothy M. Elliott Vice President and Director Vice President and Director, IPC Canada
Ahmed A. El Dib Senior Vice President Senior Vice President, IPC United States
</TABLE>
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EXHIBIT 3
IDENTIFICATION OF EXECUTIVE OFFICERS AND DIRECTORS
IPC LIMITED
The following sets forth the name, position(s) at IPC Limited,
principal occupation and citizenship of each executive officer and director of
IPC Limited. The business address of Messrs. Lundin, McCue and Elliott is 6
rue de Rive, P.O. Box 3410, 1211 Geneve 3, Switzerland, and the business
address of Messrs. White and Bubenzer is Cedar House, 41 Cedar Avenue, P.O.
Box HM 1179, Hamilton HM EX, Bermuda. To the best knowledge of IPC Limited,
except as otherwise set forth in Amendment No. 3, none of the directors or
executive officers of IPC Limited owns any shares of the Issuer.
<TABLE>
<CAPTION>
NAME POSITION(S) PRINCIPAL OCCUPATION CITIZENSHIP
- ---- ----------- -------------------- -----------
<S> <C> <C> <C>
Ian H. Lundin President and Director of IPC Limited Energy and mining executive Sweden
Nigel R. McCue Director Executive Vice President and United Kingdom
Chief Financial Officer, IPC
Timothy M. Elliott Director Vice President and Director, IPC Canada
F. Chesley White Director Attorney Bermuda
Peter Bubenzer Director Attorney Bermuda
</TABLE>
