<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)
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)
December 8, 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
<TABLE>
<S> <C>
(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
</TABLE>
2
<PAGE> 3
CUSIP No. 03852L10
<TABLE>
<S> <C>
(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
Canada
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
400,000
(8) Shared voting power
0
(9) Sole dispositive power
400,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
400,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
0.5%
(14) Type of reporting person
CO
</TABLE>
3
<PAGE> 4
CUSIP No. 03852L10
<TABLE>
<S> <C>
(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
1,769,000
(8) Shared voting power
0
(9) Sole dispositive power
1,769,000
(10) Shared dispositive power
0
(11) Aggregate amount beneficially owned by each reporting person
1,769,000
(12) Check if the aggregate amount in Row (11) excludes certain shares
[ ]
(13) Percent of class represented by amount in Row (11)
2.0%
(14) Type of reporting person
CO
</TABLE>
4
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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"), Amendment No. 2 filed on July 28, 1997 ("Amendment No. 2"), and Amendment
No. 3 filed on November 4, 1997 ("Amendment No. 3"), respectively, are hereby
amended as set forth in this Amendment No. 4. Capitalized terms which are used
but not defined herein shall have the meanings ascribed in the Schedule 13D and
in Amendments No. 1, 2 and 3.
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 1,000,000 shares of common stock of the Issuer by IPC Limited
and IPC. IPC was erroneously identified in Amendment No. 3 as a corporation
incorporated in British Columbia (the original jurisdiction of its
incorporation), but it is now incorporated under the Canada Business
Corporations Act. In addition, Sands has had an offer outstanding through
January 9, 1998 to acquire common shares of IPC for global depositary
securities representing Series B shares of Sands. It is anticipated that the
acquisition of common shares and the merger of IPC into Sands will be completed
during the first calendar quarter of 1998.
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 each 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, $1,205,250 and $6,409,829,
respectively.
Item 4. Purpose of Transaction.
No change.
5
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Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding the following:
IPC Limited purchased the numbers of shares of the issuer set forth in
the following table, on the dates and for the prices indicated, on the National
Association of Securities Dealers National Market System:
<TABLE>
<CAPTION>
Trade Date Number of Shares Price per Share
<S> <C> <C>
11/13/97 500,000 $3.665
11/14/97 70,000 3.591
11/14/97 40,000 3.624
11/15/97 90,000 3.681
</TABLE>
IPC purchased 300,000 shares of common stock of the issuer on December
8, 1997 for $2.6875 per share on the National Association of Securities Dealers
National Market System.
As of January 8, 1998, the Registrants were the beneficial owners of
an aggregate of 9,624,800 shares, consisting of 7,455,800 shares owned by
Sands, 400,000 shares owned by IPC and 1,769,000 shares owned by IPC Limited;
such shares collectively represent approximately 10.9% 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.
6
<PAGE> 7
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: January 8, 1998 SANDS PETROLEUM AB
By: /s/ Adolf H. Lundin
---------------------------------------
Adolf H. Lundin, Chairman
Date: January 8, 1998 INTERNATIONAL PETROLEUM CORPORATION
By: /s/ Adolf H. Lundin
---------------------------------------
Adolf H. Lundin, Chairman
Date: January 8, 1998 IPC LIMITED
By: /s/ Ian H. Lundin
---------------------------------------
Ian H. Lundin, President
7
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION
<S> <C>
Exhibit 1 Joint Filing Agreement
</TABLE>
<PAGE> 1
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. 4 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.
Date: January 8, 1998 SANDS PETROLEUM AB
By: /s/ Adolf H. Lundin
---------------------------------------
Adolf H. Lundin, Chairman
Date: January 8, 1998 INTERNATIONAL PETROLEUM CORPORATION
By: /s/ Adolf H. Lundin
---------------------------------------
Adolf H. Lundin, Chairman
Date: January 8, 1998 IPC LIMITED
By: /s/ Ian H. Lundin
---------------------------------------
Ian H. Lundin, President
