UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
Abacan Resource Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------
(Title of Class of Securities)
00291910
-------------------------
(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)
December 22, 1999
---------------------------
(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
|_|.
1
<PAGE>
The following changes have been made to the Schedule 13D as filed on February
12, 1999 and as amended by Amendment 1 filed on July 16, 1999:
Page 2: Items 7, 9, 11 and 13 have been revised as follows:
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 13,559,134 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 14,228,534 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 14,228,534 |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 11.76% |
|---------|------------------------------------------------------------------
Page 4: The first paragraph of ITEM 2. IDENTITY AND BACKGROUND is revised in its
entirety to read as follows:
This statement is being filed by State Street Research & Management Company, a
corporation organized under the laws of Delaware ("SSR") and Daniel J. Rice, III
("Rice"). (SSR and Rice are collectively referred to herein as "Reporting
Persons".) On or about February 12, 1999, the Reporting Persons filed a Schedule
13D relating to the Issuer pursuant to Rule 13d-1(g). The Reporting Persons have
now determined that the provisions of Rule 13d-1(g) no longer apply and that
Schedule 13D is no longer required to be filed. In connection therewith, SSR has
filed a Schedule 13G pursuant to Rule 13d-1(h). This Amendment 2 to Schedule 13D
is being filed to terminate the Schedule 13D and to update Item 7, Attachment C.
Schedule 13G and this Amendment 2 to Schedule 13D have been filed
simultaneously.
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 300,000 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. No additional investment in any amount with
2
<PAGE>
the Company is currently expected.
ITEM 5(c). Interest in Securities of the Issuer is revised as follows:
Managed Date of Amount of Price Per Where/How
Account # Transaction Securities Share Transacted
- --------- ----------- ---------- ----- ----------
SSSC 10/19/99(sell) 11,300 $0.21 NASDAQ
CLSM 11/22/99(buy) 6,200 $0.19 NASDAQ
NTNT 11/24/99(buy) 13,000 $0.21 Toronto Ex
Page 9: ATTACHMENT B TO SCHEDULE 13D is revised as follows:
I. SSR Managed Accounts
Dollar Amount $28,367,088
Shares 14,228,534
Power to Vote or
Direct Vote
Sole Power 13,559,134 (a)
Shared Power 0 (a)
Power to Dispose or
Direct Disposition
Sole Power 14,228,534 (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 14,552,734
Total Shares Outstanding
Per Company's Filing 121,037,504
Aggregate as Percentage
Of Outstanding Shares 12.02%
Notes to power to vote and/or dispose
(a) held by SSR
(b) held by Daniel J. Rice, III
3
<PAGE>
Page 10:
Attachment C to Schedule 13D is revised in its entirety as follows:
February 2, 1999
Tim Stephens
President and CEO
Abacan Resources Group
14811 St. Mary's Lane #140
Houston, Texas 77079
Dear Mr. Stephens,
Pursuant to our meeting in Boston last week, we are prepared to purchase $1.5MM
of additional securities of Abacan under the following conditions:
1. A standstill agreement from CSFB on interest and principal payments until
y/e 1999.
2. Satisfactory resolution of the large creditors via disbursement of
insurance proceeds and signed relinquishment of trade debt.
3. Reconstituted board with two outside directors (Kishpaugh & Rutherford),
yourself, Tunde Folawiyo and either Wade Cherwayko or Jim Harvie.
4. Abacan's satisfactory access to 3D data on Block 4.
5. Freely tradeable stock within 6 months.
6. Another $1.5MM of funds raised from other entities.
It is also our understanding that the following items are among the company's
highest priority goals over the year term.
1. To get monthly cash expense down below $250,000.
2. To open a bid room for Block 4 no later than May 1, 1999 with bids
accepted no later than June 15, 1999.
3. To have a signed PPA on Block 309/310 no later than September 1, 1999.
4. To reflect any bids for the company to the BOD.
Our investment is also subject to the negotiation of satisfactory documentation
customary for transactions of this type.
Respectfully,
Daniel J. Rice III
Senior Vice President
State Street Research
4
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
December 22, 1999 December 22, 1999
- ------------------ -----------------
(Date) (Date)
State Street Research & Management Daniel J. Rice, III
Company
By: Mary T. Lomasney By: Daniel J. Rice
---------------- --------------
(Signature) (Signature)
Vice President,
- ---------------
Director of Compliance Senior Vice President
- ---------------------- ---------------------
(Name/Title) (Name/Title)
5
