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. 1)*
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)
December 30, 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 5 Pages
<PAGE>
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|CUSIP No. 67612N306 | 13D | Page 2 of 5 |
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KA Investments LDC
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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*
(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
-0- (See Item 5)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
-0- (See Item 5)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0- (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D (the "Amendment") 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 Amendment is filed to report that:
On December 30, 1998 KA Investments LDC, a Cayman Islands
corporation (the "Reporting Person"), entered into a Convertible
Debenture Assignment Agreement (the "Assignment Agreement") with
Melrose Resources PLC, a corporation registered under the laws of
England ("Melrose"), pursuant to which the Reporting Person
assigned to Melrose, for an aggregate consideration of $1,500,000,
all of its right, title and interest in (i) an aggregate principal
amount of $1,750,000 of the Company's 8% Convertible Debentures,
due October 1, 2002 (plus accrued interest in the amount of
$171,835), which are convertible into Shares (the "Debentures"),
(ii) a warrant to purchase up to 25,000 Shares (the "Warrant," and
together with the Debentures, the "Securities"), and (iii) that
certain Convertible Debenture Purchase Agreement and that certain
Registration Rights Agreement, each dated as of September 30, 1997
between the Company and the Reporting Person, in accordance with
the terms set forth in the Assignment Agreement.
Item 2. Identity and Background.
(a)(f) 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 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
Page 3 of 5<PAGE>
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.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Person assigned the Securities to Melrose in the
ordinary course of business. See Item 1.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment, the Reporting Person does
not beneficially own any securities of the Company.
(b) Not applicable.
(c) See Exhibit 1 attached hereto.
(d) Not applicable.
(e) As of December 30, 1998, the Reporting Person does not
beneficially own any securities of the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 1.
Item 7. Material to be Filed as Exhibits
1. Assignment Agreement
Page 4 of 5
<PAGE>
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: January 6, 1999
KA Investments LDC
By:/s/ Gary Sobczak
---------------------------
Name: Gary Sobczak
Title: Secretary
Page 5 of 5
<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 Crossroads
Minnetonka, MN 55305.
2. Deephaven Market Neutral Fund Limited (a British Virgin Islands
corporation)
Occupation: Hedge Fund
Registered Office: c/o International Fund Administration
48 Oar-La-Ville Road, Suite 464
Hamilton, HM11 Bermuda.
Mailing Address: 1712 Hopkins Crossroads
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 Crossroads
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 Crossroads
Minnetonka, MN 55305.
<PAGE>
Exhibit 1
Net Common
Date # Shares Sold # Shares Bought Price Stock Position
---- ------------- --------------- ------ --------------
11/12/98 10,000 - $0.14 31,641
11/25/98 31,000 - $0.10 641
1/4/99 641 - $0.08 0
<PAGE>
CONVERTIBLE DEBENTURE ASSIGNMENT AGREEMENT
THIS AGREEMENT made as of December 30, 1998.
BETWEEN:
KA INVESTMENTS LDC, a body corporate registered under the
laws of Cayman Islands with an office c/o Tarmachan
Capital Management at 1712 Hopkins Crossroads,
Minnetonka, Minnesota, U.S.A. 55305 (hereinafter called
the "Assignor")
- and -
MELROSE RESOURCES PLC, a body corporate registered under
the laws of England with an office at No. 1 Portland
Place, London, England W1N 3AA (hereinafter called the
"Assignee")
WHEREAS:
a) Odyssey Petroleum Corporation (the "Company") and the Assignor made and
entered into a Convertible Debenture Purchase Agreement dated as of
September 30, 1997 (the "Purchase Agreement");
b) pursuant to the Purchase Agreement, the Assignor purchased and the
Company issued an aggregate principal amount of U.S.$2,000,000 of the
Company's 8% Convertible Debentures due October 1, 2002 (the
"Debentures"), which Debentures are convertible on certain terms into
common shares of the Company;
c) certain of the Debentures have been converted by the Assignor into
common shares of the Company and, as of this date, an aggregate
principal amount of U.S.$1,750,000 of the Debentures (plus accrued
interest in the amount of U.S.$ 171,835.00) remain outstanding and have
not been converted or redeemed (the "Outstanding Debentures"), and the
Assignor is the sole beneficial owner of the Outstanding Debentures;
d) pursuant to the Purchase Agreement, the Company and the Assignor made
and entered into a Registration Rights Agreement dated as of September
30, 1997 (the "Registration Agreement"), pursuant to which the Company
agreed to prepare and file a Registration Statement (as defined therein)
in respect of all Registrable Securities (as defined therein);
e) pursuant to the Purchase Agreement, the Company issued to and in favour
of the Assignor a Warrant dated September 30, 1997 (the "KA Warrant"),
which KA Warrant entitles the holder thereof to purchase 25,000 common
shares of the Company at an exercise price of U.S.$3.60 per share at any
time on or before September 30, 2002; and
f) the Company and the Assignor made and entered into a letter agreement
dated as of October 8, 1998 (the "Standstill Agreement"), pursuant to
which the Assignor agreed among other things that it would not sell or
otherwise dispose of the Debentures until December 31, 1998;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT:
1. Assignment of Rights. In consideration of the aggregate amount of
U.S.$1,500,000 now paid by the Assignee to the Assignor, the Assignor
hereby assigns to the Assignee, without recourse all of its right,
title, estate and interest in and to the Purchase Agreement, the
Outstanding Debentures, the Registration Agreement and the KA Warrant.
2. Delivery of Agreements. Immediately upon payment of the monies pursuant
to paragraph 1 hereof, the Assignor shall deliver to the Assignee all
original copies of the Purchase Agreement, the Outstanding Debentures,
the Registration Agreement and the KA Warrant, all duly endorsed for
transfer and assignment to the Assignee.
3. Assumption of Obligations. In consideration of the assignment and
delivery of the Purchase Agreement, the Outstanding Debentures, the
Registration Agreement and the KA Warrant as set forth in paragraphs 1
and 2 of this Agreement, the Assignee, as of the date hereof, hereby
covenants and agrees to assume all of the obligations, responsibilities,
duties and liabilities of the Assignor under and pursuant to the
Purchase Agreement, the Outstanding Debentures, the Registration
Agreement and the KA Warrant.
4. Representation and Warranty. The Assignor hereby represents and
warrants to and in favour of the Assignee that, as of this date, the
Outstanding Debentures consist of an aggregate principal amount of
U.S.$1,750,000 of the Debentures (plus accrued interest in the amount of
U.S.$171,835) issued under the Purchase Agreement, that the Outstanding
Debentures have not been converted or redeemed by the Assignor, and the
Assignor is the sole beneficial owner of the Outstanding Debentures,
that the Assignor has the power and authority to assign all of its
right, title, estate and interest in and to the Purchase Agreement, the
Outstanding Debentures, the Registration Agreement and the KA Warrant to
the Assignee pursuant to this Agreement, and that the Purchase
Agreement, the Outstanding Debentures, the Registration Agreement and
the KA Warrant shall be assigned to the Assignee free and clear of any
and all encumbrances, charges or liabilities of whatsoever nature.
Assignee (a) represents and warrants that it is legally authorized to
enter into this Agreement; (b) confirms that it has received a copy of
the Purchase Agreement, the Debenture, the Registration Rights Agreement
and the KA Warrants, together with such other documents and information
as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement and will, independently and
without reliance upon the Assignor and based upon such document and
information as it shall deem appropriate at the time, continue to make
its own decisions in evaluating the investment; and (c) agrees that it
will become a party to and will perform in accordance with their terms
all the obligations which by the terms of the Purchase Agreement, the
Debenture, the Registration Rights Agreement and the KA Warrants are
required to be performed by it as a Purchaser (as defined in the
Purchase Agreement) with respect to the assignment as set forth in this
Agreement as of the date hereof.
5. Consent to Assignment. The Company, by its execution of this Agreement,
hereby consents to the assignment and delivery of the Purchase
Agreement, the Outstanding Debentures, the Registration Agreement and
the KA Warrant as set forth in paragraphs 1 and 2 of this Agreement.
6. Waiver of Standstill Agreement. The Company, by its execution of this
Agreement, and the Assignor hereby waive all of the provisions of the
Standstill Agreement in order to permit the assignment and delivery of
the Purchase Agreement, the Outstanding Debentures, the Registration
Agreement and the KA Warrant as set forth in paragraphs 1 and 2 of this
Agreement.
7. Further Actions. Each of the parties hereto covenants and agrees to
take any and all further action, including execution and delivery of any
and all required agreements, instruments or documents of whatsoever
nature, required or desired in order to complete the transactions
contemplated pursuant to this Agreement.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of New York in the United States
of America.
9. Counterparts This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts, each of
which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF THE PARTIES HERETO have executed this Agreement as of the
date first above written.
KA INVESTMENTS LDC
Per: /s/ Gary Sobczak
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Per: Secretary
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MELROSE RESOURCES PLC
Per: /s/ David W. Curry
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Per: Chief Executive Officer
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<PAGE>
By its execution of this Agreement, the Company hereby agrees with the
provisions of this Agreement, as of the date hereof.
ODYSSEY PETROLEUM CORPORATION
Per: /s/ Allan MacRae
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Per: President and CEO
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