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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
ARAKIS ENERGY CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03852L10
(CUSIP Number)
Charles B. Crowell
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)
March 11, 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
[ ]
(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
7,255,800
(8) Shared voting power
0
(9) Sole dispositive power
7,255,800
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
7,255,800
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
8.2%
(14) Type of reporting person
CO
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Item 1. Security and Issuer
This statement relates to the common stock (the "Shares"), of Arakis
Energy Corporation (the "Issuer"). The address of the principal executive
office of the Issuer is Suite 320, 540 Fifth Avenue, S.W., Calgary, Alberta,
Canada T2POM2.
Item 2. Identity and Background
The entity filing this statement is Sands Petroleum AB, a corporation
organized under the laws of Sweden (the "Registrant"). The principal business
address of the Registrant is Hovslagargatan 5B, 111 48 Stockholm, Sweden.
The Registrant is primarily engaged in the business of conducting oil
and gas operations. The names, present principal occupations and business
addresses of each director and executive officer of the Registrant are set
forth on Exhibits 2(a) through 2(h) which are attached hereto and incorporated
by reference herein.
Neither the Registrant nor any of its executive officers or directors
has, during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) 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 violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 7,255,800 Shares, including
payment of commissions, was $29,415,725.23. The source of the funds used to
purchase such Shares was the general working capital of the Registrant.
Item 4. Purpose of Transaction
Registrant acquired its Shares based upon the belief that the Shares
were undervalued. Registrant is interested in having the Issuer act with a
view towards maximizing shareholder values.
Heretofore, Registrant has not been in contact with the Issuer.
However, Registrant intends to contact representatives of the Issuer in order
to seek representation on the Issuer's board of directors. Registrant is also
considering other courses of action designed to help maximize shareholder
values, including, but not limited to, requesting a list of shareholders of the
Issuer in order to discuss with other shareholders whether management of the
Issuer is acting in their best interest. Registrant has made no final
determination with respect to any specific course of action at the present
time.
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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 Shares
at prices which it deems favorable. While it is not Registrant's present
intention to do so, Registrant reserves the right to dispose of some or all of
its Shares in the open market or in privately negotiated transactions to third
parties or otherwise.
Item 5. Interest in Securities of Issuer
(a) As of March 21, 1997 the Registrant is the beneficial owner of
7,255,800 Shares, representing approximately 8.2% of the outstanding Shares of
the Issuer, based upon the most recent information available to Registrant. To
the best of the knowledge of the Registrant, none of the directors or executive
officers of the Registrant individually are beneficial owners of any Shares.
(b) The Registrant has the sole power to vote and to dispose of the
Shares which are the subject of this statement.
(c) The following table sets forth all transactions with respect to
Shares effected during the past sixty days by each of the persons named in Item
5(a) above. Each transaction set forth below reflects an open market purchase
effected on the National Association of Securities Dealers National Market
System:
<TABLE>
<CAPTION>
TRADE DATE NUMBER OF SHARES PRICE PER SHARE
<S> <C> <C>
2/7/97 105,000 $3.25
2/10/97 115,000 3.25
2/11/97 60,000 3.375
2/12/97 82,000 3.627
2/13/97 356,000 3.791
2/14/97 359,000 3.92
2/18/97 108,000 3.916
2/19/97 311,000 3.878
2/20/97 44,500 3.563
2/25/97 100,000 3.724
2/26/97 54,600 3.711
2/27/97 123,700 3.675
2/28/97 121,500 3.653
2/28/97 500,000 3.625
3/3/97 37,500 3.749
3/4/97 415,000 3.839
</TABLE>
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<TABLE>
<S> <C> <C>
3/5/97 150,000 3.938
3/6/97 300,000 3.875
3/7/97 300,000 3.938
3/7/97 200,000 4
3/11/97 625,000 3.875
3/17/97 112,000 3.725
3/18/97 205,000 3.879
3/19/97 800,000 4.202
3/20/97 971,000 4.663
3/21/97 700,000 4.871
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibits 2(a) through 2(h): Information regarding directors and
executive officers of Registrant.
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: March 21, 1997 SANDS PETROLEUM AB
By: /s/ ADOLF H. LUNDIN
-----------------------------
Adolf H. Lundin
Chairman of the Board of Directors
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EXHIBIT 2(a)
Adolf H. Lundin
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Chairman of the Board of Directors
Employer Sands Petroleum AB
Nationality Sweden
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EXHIBIT 2(b)
Ashley Heppenstall
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Managing Director
Employer Sands Holdings (UK) Ltd.
Nationality United Kingdom
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EXHIBIT 2(c)
Kai Hietarinta
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Deputy Chairman and Deputy Managing Director
Employer Neste Oy
Nationality Finland
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EXHIBIT 2(d)
Bo Lindfors
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Vice President Exploration and Production
Employer Neste Oy
Nationality Finland
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EXHIBIT 2(e)
Ian H. Lundin
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Managing Director
Employer International Petroleum Corporation
Nationality Sweden
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EXHIBIT 2(f)
Nigel R. McCue
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Finance Director
Employer International Petroleum Corporation
Nationality United Kingdom
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EXHIBIT 2(g)
Magnus Unger
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation Investments
Position
Employer
Nationality Sweden
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EXHIBIT 2(h)
Magnus Nordin
Business address 6 rue de Rive, P.O. Box 3410, 1211 Geneve 3,
Switzerland
Principal occupation
Position Managing Director
Employer Sands Petroleum AB
Nationality Sweden
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