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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
Abacan Resource Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00291910
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(CUSIP Number)
Mary T. Lomasney, Director of Compliance
State Street Research & Management Company
One Financial Center, Boston, MA 02111
(617) 357-1398
-------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 1999
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(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 [X].
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The following changes have been made to the 13D filed on February 12, 1999:
Page 2: Items 7, 9, 11 and 13 have been revised as follows:
| |----------------|-----|-----------------------------------------------------
| | | 7 | SOLE VOTING POWER
| | | | 13,904,934
| | NUMBER OF |-----|-----------------------------------------------------
| | SHARES | 8 | SHARED VOTING POWER
| | BENEFICIALLY | | 0
| | OWNED BY EACH |-----|-----------------------------------------------------
| | REPORTING | 9 | SOLE DISPOSITIVE POWER
| | PERSON | | 14,561,334
| | WITH |-----|-----------------------------------------------------
| | | 10 | SHARED DISPOSITIVE POWER
| | | | 0
| |----------------------------------------------------------------------------
| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| | |
| | | 14,561,334
| |---------|------------------------------------------------------------------
| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| | |
| | | 12.03%
| |---------|------------------------------------------------------------------
Page 3: Items 11 and 13 are changed as follows:
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 324,200
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | .27% |
|---------|------------------------------------------------------------------|
Page 4: The last paragraph of ITEM 2. IDENTITY AND BACKGROUND. is revised in
its entirety to read as follows:
Certain other employees of SSR hold approximately 542,700 Shares; those
employees and Shares are not included in this filing for any purposes.
Page 5: The third paragraph of ITEM 4. PURPOSE OF TRANSACTION. is revised in
its entirety to read as follows:
SSR made a proposal in February, 1999 to the Company for SSR to acquire up
to approximately $1.5 million of additional securities in a private placement
with the Company on behalf of one or more of the Managed Accounts. The private
placement would be subject to a number of conditions, including but not limited
to, conditions relating to registration rights, the sale of additional
securities by the Company to other investors, arrangements to be made by the
Company with creditors, changes in the composition of the Board of Directors of
the Company, the accomplishment of certain business transactions, expense and
operational goals, negotiation of related terms, and satisfactory documentation.
On July 13, 1999, a Managed Account acquired 3,333,334 additional shares for
$500,000.10. There is no assurance that additional investment in any amount with
the Company will be made.
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Page 6: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. is revised to include the
following:
See Attachment D
Page 9: ATTACHMENT B TO SCHEDULE 13D is revised as follows:
I. SSR Managed Accounts
<TABLE>
<S> <C>
Dollar Amount $29,317,851
Shares 14,561,334
Power to Vote or
Direct Vote
Sole Power 13,904,934 (a)
Shared Power 0 (a)
Power to Dispose or
Direct Disposition
Sole Power 14,561,334 (a)
Shared Power 0 (a)
II. Daniel J. Rice, III
Dollar Amount $246,818
Shares 324,200
Power to Vote or
Direct Vote
Sole Power 324,200 (b)
Shared Power 0 (b)
Power to Dispose or
Direct Disposition
Sole Power 324,200 (b)
Shared Power 0 (b)
Aggregate Shares 14,885,534
Total Shares Outstanding
Per Company's Filing 121,037,504
Aggregate as Percentage
Of Outstanding Shares 12.30%
</TABLE>
Notes to power to vote and/or dispose
(a) held by SSR
(b) held by Daniel J. Rice, III
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ATTACHMENT D TO SCHEDULE 13D
SUBSCRIPTION AGREEMENT FACE PAGE
ABACAN RESOURCE CORPORATION
3050 POST OAK BOULEVARD, SUITE 699
HOUSTON, TEXAS
77056
(The "Corporation
PURCHASED SECURITY Common Shares.
PRICE PER COMMON SHARE U.S. $0.15
NUMBER OF COMMON SHARES 3,333,334
SUBSCRIBED FOR
TOTAL SUBSCRIPTION PRICE U.S. $500,000.10
PARTICULARS OF SUBSCRIBER
NOTE: THE SUBSCRIBER MUST PROVIDE THE INFORMATION REQUESTED ON THIS FACE PAGE,
SIGN AND COMPLETE EACH OF THE AGREEMENT AND THE PRIVATE PLACEMENT QUESTIONNAIRE
AND UNDERTAKING (SCHEDULE "A" HERETO) AND RETURN ONE FULLY EXECUTED COPY TO THE
CORPORATION AT THE ADDRESS SPECIFIED ABOVE.
If a Corporation:
Metropolitan Insurance Company Separate Account EN
BY STATE STREET RESEARCH & MANAGEMENT COMPANY
Full Corporate Name
ONE FINANCIAL CENTER
Head Office Address
BOSTON, MA 02111
City State Zip Code
MARY T. LOMASNEY
Attention
617-357-1398 617-988-7598
Telephone Telecopier
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THE SECURITIES TO WHICH THIS AGREEMENT RELATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES
LAWS, OF ANY STATE OF THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE UNITED STATES OR BY OR ON
BEHALF OF U.S. PERSONS (AS DEFINED THEREIN) WITHOUT REGISTRATION UNDER THE 1933
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(United States)
PERSONAL & CONFIDENTIAL
TO: ABACAN RESOURCE CORPORATION
3050 POST OAK BOULEVARD, SUITE 699
HOUSTON, TEXAS
77056
PURCHASE OF COMMON SHARES
The undersigned (the "Subscriber") hereby subscribes to purchase 3,333,334
SHARES of common stock ("Shares") of Abacan Resource Corporation
("Corporation"), at a price of $0.15 per Share ("Subscription Price"). Upon
acceptance of this Subscription Agreement by the Corporation, the undersigned
shall, within five business days of such acceptance, tender immediately
available funds by wire transfer or an official bank check made payable to the
order of the Corporation in the amount of $500,000.10 ("Subscription
Consideration") against delivery of the certificates representing the Shares in
full and complete payment of the Subscription Price.
CONDITIONS PRECEDENT OF SUBSCRIBER. The Subscriber shall have no obligation to
complete the purchase of Shares of the Corporation as contemplated under
this Subscription Agreement unless Davis Skaggs Investment Management (or
an account managed by such firm) subscribes for and purchases an identical
amount of shares pursuant to the terms of a subscription agreement
substantially identical to this Subscription Agreement.
INVESTMENT REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. The Subscriber hereby
represents and warrants to the Corporation as follows:
The acquisition of the Shares by the Subscriber is for the Subscriber's
own account, is for investment purposes, and is not with a view to, or
for offer or sale for the Corporation in connection with, the
distribution of any of the Shares. The Subscriber is not participating
and does not have a participation in any such distribution or the
underwriting of any such distribution.
The Subscriber has no present intention of selling or otherwise disposing
of any of the Shares in violation of applicable securities laws.
Each Subscriber hereby represents that it is an accredited investor as such
term is defined in Rule 501(a) (17 C.F.R. Section 230.501(a)) of
Regulation D promulgated under the Securities Act of 1933, as amended
("Securities Act").
GENERAL REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. The Subscriber hereby
further represents and warrants to the Corporation as follows:
The Subscriber is aware that no federal or state governmental authority
has made any finding or determination as to the fairness of an
investment in the Shares, or any recommendation or endorsement with
respect thereto.
The Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the risks and
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merits of this investment and protecting the Subscriber's interests
in connection with this investment.
The Subscriber is able to bear the economic risk of the investment in the
Shares, including the risk of total loss of such investment.
The Subscriber acknowledges that it has had access to information
regarding the business, assets, operations, financial condition and
results of operations of the Corporation and has been provided a
reasonable opportunity to ask questions of and receive answers from
representatives of the Corporation regarding such matters. The
Subscriber further acknowledges that it is experienced in investing in
Corporations engaged in the business of exploring for and producing
oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons,
gaseous hydrocarbons and all products refined from these substances
("Hydrocarbons") and is aware that prices for Hydrocarbons are
volatile and that such volatility could significantly and adversely
affect the Corporation.
GENERAL REPRESENTATIONS AND WARRANTIES OF THE CORPORATION. The Corporation
hereby represents and warrants to the Subscriber as follows:
ORGANIZATION. The Corporation (i) is a corporation duly organized, validly
existing and in good standing under the laws of Alberta, Canada, and
is authorized to exercise its corporate powers in such province and
(ii) is duly licensed or qualified to transact business as a foreign
corporation and is in good standing in each jurisdiction in which the
nature of the business transacted by it or the character of the
properties owned or leased by it requires such licensing or
qualification, except where the failure to be so licensed or qualified
would not have a material adverse effect on the business or assets of
the Corporation taken as a whole. The Corporation has the corporate
power and authority to own and hold its properties and to carry on its
business as now conducted and as proposed to be conducted, to execute,
deliver and perform this Subscription Agreement and to issue, sell and
deliver the Shares.
AUTHORIZATION. The execution and delivery by the Corporation of this
Subscription Agreement, the performance by the Corporation of its
obligations hereunder and the issuance, sale and delivery of the
Shares have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other
agency of government, the Articles of Incorporation of the Company, as
amended (the "Articles") or the By-Laws of the Company, as amended,
and will not result in a material violation of any provision of any
indenture, agreement or other instrument to which the Corporation, or
any of its properties or assets, is bound, or materially conflict
with, result in a material breach of or constitute (with due notice or
lapse of time or both) a material default under any such indenture,
agreement or other instrument, other than breaches or defaults which
have been waived in writing, or result in the creation or imposition
of any license, charge, restriction, claim or encumbrance of any
nature whatsoever upon any of the properties or assets of the
Corporation which would have a material adverse effect on the Company
on a consolidated basis other than as a result of the transactions
contemplated by this Subscription Agreement.
PREEMPTIVE RIGHTS. The issuance, sale or delivery of the Shares is not
subject to any preemptive right of stockholders of the Corporation or
to any right of first refusal or other right in favor of any person
that has not been waived.
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BINDING OBLIGATION. This Subscription Agreement has been duly executed and
delivered by the Corporation and constitutes the legal, valid and
binding obligation of the Corporation, enforceable in accordance with
its terms. The Shares, when executed and delivered in accordance with
this Subscription Agreement, will constitute the legal, valid and
binding obligations of the Corporation, enforceable in accordance with
their respective terms.
GOVERNMENTAL APPROVALS. Subject to the accuracy of the representations and
warranties of the Subscriber set forth in Sections 1 and 2 hereof, no
registration or filing with, or consent or approval of or other action
by, any federal, state or other governmental agency or instrumentality
is or will be necessary for the valid execution, delivery and
performance by the Corporation of this Subscription Agreement or the
issuance, sale and delivery of the Shares.
SEC DOCUMENTS AND FINANCIAL STATEMENTS. Since January 1, 1999, the
Corporation has filed all reports, schedules, forms, statements and
other documents required to be filed by it with the Securities and
Exchange Commission (the "SEC") pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (collectively, the "SEC Documents") including its Annual Report
on Form 10-KSB for the year ended December 31, 1998 as amended (the
"1998 Form 10-KSB") (all of the foregoing filed prior to the date
hereof being hereinafter referred to herein as the "SEC Documents").
As of their respective filing dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act and the
rules and regulations of the SEC promulgated thereunder and none of
the SEC Documents (when read together with all exhibits included
therein and financial statement schedules thereto and documents, other
than exhibits incorporated by reference) contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
COMPLIANCE WITH SECURITIES LAWS. The Subscriber acknowledges, understands and
agrees that the following limitations and restrictions are applicable to
the purchase, resale and distribution of the Shares:
The Subscriber must hold the Shares and bear the economic risk of his
investment in the Corporation for an indefinite period of time,
because the Shares have not been registered under the Securities Act
or the securities laws of any state and, therefore, cannot be sold
unless they subsequently are registered under the Securities Act and
any applicable state securities laws or exemptions from registration
thereunder are available. The Subscriber further understands that only
the Corporation can take action to register the Shares.
The Corporation will place legends on the certificates representing the
Shares in substantially the following forms:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144(K) OF RULE 144A OF SUCH ACT.
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THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY RESIDENT OF THE PROVINCE
OF ONTARIO OR ELSEWHERE IN CANADA UNTIL (ONE YEAR FROM CLOSING DATE)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS
CONTAINED IN APPLICABLE CANADIAN SECURITIES LEGISLATION.
BINDING AGREEMENT. Upon acceptance by the Corporation, this Subscription
Agreement will be a valid and binding agreement of the Subscriber and will
be enforceable against the Subscriber in accordance with its terms.
SURVIVAL. All representations, warranties, understandings, covenants and
agreements contained in this Subscription Agreement shall survive the
acceptance of this Subscription Agreement by the Corporation, the delivery
of the Shares to the Subscriber, and the death or disability of the
Subscriber.
GOVERNING LAW. This Subscription Agreement shall be governed by, construed
under, and enforced in accordance with the laws of the State of Texas.
STATE LEGENDS. If the Subscriber is a resident of the State of New York, the
Subscriber must read the legend set forth below:
NO INFORMATION REGARDING THIS OFFERING HAS BEEN REVIEWED BY THE ATTORNEY
GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF
NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
REGISTRATION RIGHTS. The Corporation agrees that it shall use its best
reasonable efforts to file a registration statement covering the shares
with the Securities Exchange Commission within nine months of the date of
this Subscription Agreement and to seek effectiveness of such registration
statement as soon as possible thereafter.
CLOSING PROCEDURE. The Corporation shall, within three business days from the
date of acceptance of this Subscription Agreement, forward to the
Subscriber via courier, share certificates of the Corporation registered in
the name of the Subscriber representing the Shares subscribed for. The
Corporation shall advise the Subscriber in writing via facsimile that the
Shares have been forwarded to the Subscriber. Within two business days of
receipt of the Shares, the Subscriber shall wire or cause to be wired the
Subscription Consideration to the designated account of the Corporation.
Concurrent with forwarding the share certificates to the Subscriber, the
Corporation shall also forward share certificates to Davis Skaggs
Investment Management representing the Shares subscribed for by Davis
Skaggs Investment Management. Davis Skaggs Investment Management shall be
required under the terms of the subscription agreement between it and the
Corporation to wire or cause to be wired the Subscription Consideration set
out in its subscription agreement with the Corporation to the Corporation
within two business days of receipt of the shares being subscribed for by
Davis Skaggs Investment Management.
The Corporation agrees that it shall receive the Subscription Consideration
from the Subscriber in trust and shall not use or release the Subscription
Consideration until (1) the Corporation is in receipt of the full
subscription consideration from Davis Skaggs Investment Management and (2)
has notified the Subscriber in writing that it has received the Davis
Skaggs Investment Management subscription consideration. Upon so doing, the
Subscription Consideration shall be fully available to the Corporation.
In the event that the full Subscription Consideration is not received from
Davis Skaggs Investment Management within 5 business days of the provision
of the share certificates thereto, the Corporation shall notify the
Subscriber and shall, upon request of the Subscriber, return the
Subscription Consideration on the condition that the share certificate
previously delivered to the Subscriber be forthwith returned to the
Corporation.
ORAL REPRESENTATIONS. This Agreement and the documents and instruments and other
agreements specifically referred to herein or delivered pursuant hereto
(collectively, the "Constituent Documents"), (a) constitute the entire
agreement among the parties with respect to the subject matter
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hereof and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof; (b)
are not intended to confer upon any other person or entity any rights or
remedies hereunder; and (c) shall not be assigned by operation of law or
otherwise. Each party to this Agreement agrees that (i) no other party to
this Agreement (including its agents and representatives) has made any
representation, warranty, covenant or agreement to or with such party
relating to the Acquisition, other than those expressly set forth in the
Constituent Documents, and (ii) such party has not relied upon any
representation, warranty, covenant or agreement relating to the
Acquisition, other than those referred to in clause (i) above.
The balance of this page has been intentionally left blank
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The closing and purchase and sale date shall be deemed to be the date this
Agreement is agreed to and accepted by Corporation, plus five business days.
Metropolitan Insurance Company Separate
Account EN by State Street Research &
Management Company
By: /s/ James M. Weiss
--------------------------------------------
Name: James M. Weiss
--------------------------------------------
Title: Executive Vice President
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Taxpayer Identification Number of
Subscriber: 04-2831986
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Address of principal executive office:
One Financial Center
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Boston, MA 02111
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Telephone number of principal executive office
(including area code):
(617) 357-1200
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AGREED AND ACCEPTED:
Abacan Resource Corporation
By: /s/ Timothy T. Stephens
-------------------------
Timothy T. Stephens
President
July 6, 1999
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<PAGE>
APPENDIX "A"
THE TORONTO STOCK EXCHANGE
PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING
INSTRUCTION: SUBSCRIBERS MUST ANSWER EACH QUESTION HEREIN. IF THE ANSWER IS "NO"
OR "NOT APPLICABLE" PLEASE STATE SO.
To be completed by each private placement purchaser of listed securities or
securities (including debt securities) which are convertible in to listed
securities.
QUESTIONNAIRE
1. DESCRIPTION OF TRANSACTION
(1) Name of Issuer of the Securities
Abacan Resource Corporation
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(2) Number and Class of Securities to be Purchased
3,333,334 shares - Private Placement
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(3) Purchase Price U.S. $0.15
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2. DETAILS OF PURCHASER
(1) NAME OF PURCHASER:
METROPOLITAN INSURANCE COMPANY SEPARATE ACCOUNT EN
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By State Street Research & Management Company
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(2) Address: One Financial Center
-------------------------------------------
Boston, MA 02111
-------------------------------------------
(3) NAMES AND ADDRESS OF PERSONS HAVING A GREATER THAN 10%
BENEFICIAL INTEREST IN THE PURCHASER
The purchaser is an insurance company separate account and is
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legally owned by Metropolitan Life Insurance Company.
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3. RELATIONSHIP TO ISSUER
(1) Is the purchaser (or any person named in response to 2(c)
above) an insider of the issuer for the purposes of the
ONTARIO SECURITIES ACT (before giving effect to this private
placement)? If so, state the capacity in which the purchaser
(or person named in response to 2(c)) qualifies as an
insider.
No
-------------------------------------------------------------
(2) If the answer to (a) is no, are the purchaser and the issuer
controlled by the same person or company? If so, give
details
No
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4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER
Give details of all trading by the purchaser, as principal, in the
securities of the issuer (other than debt securities which are not
convertible into equity securities), directly or indirectly, within
the 60 days preceding the date hereof.
None
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UNDERTAKING
To: The Toronto Stock Exchange
The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in item 1 of this Private Placement Questionnaire and
Undertaking.
The undersigned understands that The Toronto Stock Exchange may require a six
month hold period to be applied to the securities and the undersigned agrees and
acknowledges that if The Toronto Stock Exchange shall impose such requirement,
then the undersigned shall be considered by signing hereto to have an undertaken
not to sell or otherwise dispose of any of the said securities so purchased or
any securities derived therefrom for a period of six months from the date of the
closing of the transaction herein or for such period as is prescribed by
applicable securities legislation, whichever is longer, without the prior
written consent of The Toronto Stock Exchange and any other regulatory body
having jurisdiction.
DATED AT 2nd this 2nd day of July, 1999.
Metropolitan Insurance Company
Separate Account EN by State Street
Research & Management
--------------------------------------------------
(Name of Purchaser - please print)
/s/ James M. Weiss
--------------------------------------------------
(Authorized Signature)
Executive Vice President
--------------------------------------------------
(Official Capacity - please print)
James M. Weiss
--------------------------------------------------
(please print name of individual whose signature
appears above, if different from name of purchase
printed above)
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