SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13(d)-2(a)
(Amendment No. )*
Odyssey Petroleum Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
67612N306
(CUSIP Number)
Bruce Lieberman
KA Investments LDC
c/o Deephaven Capital Management LLC
1712 Hopkins Crossroads
Minnetonka, MN 55305
Facsimile No.: (612) 542-4244
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 1998
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note. Schedules filed in paper format should include a signed original and
five copies of the schedule, including all exhibits. See Rule13d-7(b) 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 (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act (however, see the Notes).
(Continued on the following pages)
Page 1 of 6 Pages
<PAGE>
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|CUSIP No. 67612N306 | 13D | Page 2 of 6 |
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KA Investments LDC
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
17,562,045 (See Item 5)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
17,562,045 (See Item 5)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,562,045 (See Item 5)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.77% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
Item 1. Security and Issuer.
This Schedule 13D is filed in connection with the shares of
common stock, no par value (the "Shares"), of Odyssey Petroleum
Corporation, a corporation organized under the laws of Alberta,
Canada (the "Company"), with principal executive offices at
1410, 530-8th Avenue S.W., Calgary, Alberta, Canada AB T2P3S8.
This Schedule 13D is filed to report that:
On September 30, 1997, KA Investments LDC, a Cayman Islands
corporation (the "Reporting Person"), entered into a Convertible
Debenture Purchase Agreement (the "Purchase Agreement") with the
Company, pursuant to which the Reporting Person purchased an
aggregate principal amount of $2,000,000 of the Company's 8%
Convertible Debentures, due October 1, 2002 (the "Debentures"),
which are convertible into Shares, and acquired a warrant to
purchase up to 25,000 Shares (the "Warrant," and together with
the Debentures, the "Securities"), in accordance with the terms
set forth in the Purchase Agreement.
The number of Shares reported in this Schedule 13D as
beneficially owned by the Reporting Person is based in part on
an assumed conversion of the full principal amount of the
Debentures and exercise of the Warrant on September 25, 1998.
However, it should be noted that, because the number of Shares
that are issuable upon conversion of Debentures is derived from
a conversion formula set forth in the Debentures which is based
in part upon the market price of the Shares prior to the
conversion of Debentures, the actual number of Shares that will
be issued upon a conversion of the Debentures (and therefore
beneficially owned by the holder thereof) cannot be determined
at this time and will depend on market prices at time of
conversion.
Item 2. Identity and Background.
(a) The Reporting Person is a Cayman Island corporation.
(b) The address for the Reporting Person is:
c/o Deephaven Capital Management LLC
1712 Hopkins Crossroads
Minnetonka, MN 55305
(c) The principal business of the Reporting Person is investing in
securities.
(d)(e) The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each director, executive officer and
controlling person, if any, of the Reporting Person, is set
forth
Page 3 of 6
<PAGE>
in Schedule A hereto. To the best knowledge of the Reporting
Person each person listed on Schedule A is a United States
citizen (except as otherwise noted in Schedule A) and, during
the last five years, no person listed on Schedule A has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or 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 finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All funds utilized by the Reporting Person to acquire the
Securities pursuant to the Purchase Agreement were derived from
investment capital of the Reporting Person and were payable in
immediately available funds.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Securities as an investment in
the ordinary course of business and intends to continue to
evaluate the performance of the Shares underlying the Securities
(the "Underlying Shares"). In pursuing this investment
objective, the Reporting Person analyzes the operations, capital
structure and markets of the companies in which it invests,
including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and
market observers and with representatives of such companies
(often at the invitation of management). Depending on such
assessments, the Reporting Person may acquire additional
securities of the Company or may determine to sell or otherwise
dispose of all or some of the Underlying Shares after a
conversion of some or all of the Debentures or exercise of the
Warrant. Whether the Reporting Person actually effects such
sales will depend on its continuing evaluation of the diversity
of its investment portfolio, as well as the price level and
trading uncertainties of the Shares, available opportunities to
dispose of the Underlying Shares, conditions in the securities
markets and general economic and industry conditions. These
sales may take place in the open market, through privately
negotiated transactions with third parties, or through any other
manner permitted by applicable law.
Pursuant to Section 3.8 of the Purchase Agreement, the Reporting
Person may not convert Debentures or exercise the Warrant to the
extent such conversion or exercise would result in the Reporting
Person beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 4.999% of the then issued and outstanding Shares.
Pursuant to Amendment No. 1 to the Purchase Agreement dated as
of September 28, 1998, the Reporting Person and the Company have
agreed to delete such Section 3.8 in its entirety. The Reporting
Person is filing this Schedule 13D as a result thereof. Other
than as a result of such amendment, the Reporting Person is of
the view that it would not be necessary to file this Schedule
13D for the purpose of reporting the Shares
Page 4 of 6
<PAGE>
held by the Reporting Person. Except as described herein, the
Reporting Persons, or any executive officer or control person
thereof, does not have any current plans or proposals with
respect to any of the items described in (a) through (j) of Item
4.
Item 5. Interest in Securities of the Issuer
(a)(b) Based on an assumed conversion in full of the full principal
amount of the Debentures, the payment of interest due thereunder
in Shares and exercise of the Warrant on September 25, 1998, the
Reporting Person would be deemed to be the beneficial owner of
17,562,045 Shares, which is equal to 59.77% of the Shares issued
and outstanding. All of the Shares reported in this Schedule
13D as being beneficially owned by the Reporting Person are
issuable upon assumed conversion and exercise (as applicable) of
the Debentures (including the payment of interest thereunder)
and the Warrant. The Reporting Person has sole voting and
dispository power with respect to such Shares.
(c) See Exhibit 1 attached hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Purchase Agreement, the Reporting Person
and the Company entered into a Registration Rights Agreement
(the "Registration rights Agreement"), pursuant to which the
Company agreed to register under the Securities Act of 1933, as
amended, the Underlying Shares by the 30th day following the
closing date for the transactions underlying the Purchase
Agreement (the "Closing Date") and to use its best efforts to
have the registration statement declared effective within 90 to
120 days of the Closing Date.
Pursuant to a letter agreement dated August 6, 1998, between the
Reporting Person and the Company, the Company agreed to use its
best efforts to prepay the full amount due under the Debentures
within sixty (60) days following the date of the letter
agreement (the "Record Date") and the Reporting Person agreed
not to convert in excess of $150,000 of the principal amount of
the Debentures until the earlier of such prepayment by the
Company or the Record Date.
Item 7. Material to be Filed as Exhibits*
1. Purchase Agreement
2. Registration Rights Agreement
3. Form of Debenture
4. Form of Warrant
Page 5 of 6
<page)
* Attached as an exhibit to the Registration Statement on Form F-3 filed by
the Company on August 27, 1998.
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.
Dated: September 30, 1998
KA Investments LDC
By:/s/ Gary Sobczak
---------------------
Name: Gary Sobczak
Title: Secretary
Page 6 of 6
<PAGE>
Schedule A
I. Control Persons of KA Investment LDC:
1. Deephaven Market Neutral Trading L.P. (an Illinois limited partnership)
Occupation: Hedge Fund
Address: 1712 Hopkins Crossroad
Minnetonka, MN 55305
2. Deephaven Market Neutral Fund Limited (a British Virgin Islands limited
partnership)
Occupation: Hedge Fund
Registered Office: c/o International Fund Administration
48 Par-La-Ville Road, Suite 464
Hamilton, HM11 Bermuda
Mailing Address: 1712 Hopkins Crossroad
Minnetonka, MN 55305
II. Control Person of Deephaven Market Neutral Trading L.P.:
Manager and General Partner: Deephaven Capital Management LLC (a
Delaware limited liability company)
Principals: Irvin Kessler
Andrew Redleaf
Efi Gildor
Address: 1712 Hopkins Crossroad
Minnetonka, MN 55305
III. Control Person of Deephaven Market Neutral Fund Limited:
Advisor: Deephaven Capital Management LLC
Principals: Irvin Kessler
Andrew Redleaf
Efi Gildor
Address: 1712 Hopkins Crossroad
Minnetonka, MN 55305
<PAGE>
Exhibit 1
Number of Number of
Shares Sold Shares Bought
On the On the Net Common
Date Open Market Open Market Price Stock Position
- ------ ------------- --------------- ----- --------------
8/4/98 10,000 $ 0.25 124,141
8/5/98 12,000 $ 0.25 112,141
8/11/98 10,000 $ 0.25 102,141
8/12/98 40,000 $ 0.25 62,141
8/13/98 10,000 $ 0.25 52,141
8/19/98 2,500 $ 0.25 49,641
9/3/98 4,000 $ 0.2188 45,641
9/17/98 12,000 $ 0.24 57,641
9/24/98 6,000 $ 0.1875 51,641
9/29/98 10,000 $ 0.1875 41,641
