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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Queen Sand Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
747927 10 1
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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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13G
CUSIP NO. 747927 10 1
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deephaven Market Neutral Master Fund LP (N/A Foreign Entity)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF (5) SOLE VOTING POWER
SHARES 8,142,574 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 8,142,574 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,142,574 (1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6% (2)
12) TYPE OF REPORTING PERSON
(PN)
(1) INCLUDES (I) 327,157 SHARES OF COMMON STOCK HELD BY KA INVESTMENTS LDC.,
(2) 7,815,417 SHARES OF COMMON STOCK ISSUABLE UPON ASSUMED EXERCISE ON
MARCH 31,2000 OF REPRICING RIGHTS HELD BY KA INVESTMENTS LDC ENTITLING THE
ACQUISITION OF REPRICING SHARES (HOWEVER, THE ACTUAL NUMBER OF SHARES OF
COMMON STOCK ISSUABLE AS REPRICING SHARES WILL FLUCTUATE WITH THE PRICE OF
THE COMMON STOCK)
(2) BASED ON 41,551,009 SHARES OF COMMON STOCK OUTSTANDING AS REPORTED IN THE
COMPANY'S QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED DECEMBER 31,
1999)
2
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13G
CUSIP NO. 747927 10 1
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deephaven Private Placement Trading Ltd (n/a foreign entity)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF (5) SOLE VOTING POWER
SHARES 8,142,574 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 8,142,574 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,142,574 (1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6% (2)
12) TYPE OF REPORTING PERSON
(CO)
(1) INCLUDES (I) 327,157 SHARES OF COMMON STOCK HELD BY KA INVESTMENTS LDC.,
(2) 7,815,417 SHARES OF COMMON STOCK ISSUABLE UPON ASSUMED EXERCISE ON
MARCH 31,2000 OF REPRICING RIGHTS HELD BY KA INVESTMENTS LDC ENTITLING THE
ACQUISITION OF REPRICING SHARES (HOWEVER, THE ACTUAL NUMBER OF SHARES OF
COMMON STOCK ISSUABLE AS REPRICING SHARES WILL FLUCTUATE WITH THE PRICE OF
THE COMMON STOCK)
(2) BASED ON 41,551,009 SHARES OF COMMON STOCK OUTSTANDING AS REPORTED IN THE
COMPANY'S QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED DECEMBER 31, 1999)
3
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CUSIP NO. 747927 10 1
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KA Investments LDC (N/A Foreign Entity)
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF (5) SOLE VOTING POWER
SHARES 8,142,574 (1)
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 8,142,574 (1)
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,142,574 (1)
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6% (2)
13) TYPE OF REPORTING PERSON
(CO)
(1) INCLUDES (I) 327,157 SHARES OF COMMON STOCK HELD BY KA INVESTMENTS LDC., (2)
7,815,417 SHARES OF COMMON STOCK ISSUABLE UPON ASSUMED EXERCISE ON MARCH 31,2000
OF REPRICING RIGHTS HELD BY KA INVESTMENTS LDC ENTITLING THE ACQUISITION OF
REPRICING SHARES (HOWEVER, THE ACTUAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE
AS REPRICING SHARES WILL FLUCTUATE WITH THE PRICE OF THE COMMON STOCK)
(2) BASED ON 41,551,009 SHARES OF COMMON STOCK OUTSTANDING AS REPORTED IN THE
COMPANY'S QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED DECEMBER 31, 1999)
4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Queen Sand Resources, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
13760 Noel Road, Suite 1030
Dallas, TX 75240-7336
Item 2(a) Name of Person Filing:
1. Deephaven Market Neutral Master Fund LP
2. Deephaven Private Placement Trading LTD
3. KA Investments LDC
Item 2(b) Address of Principal Business Office:
1. 130 Cheshire Lane, Suite 102
Minnetonka, MN 55305
2. 130 Cheshire Lane, Suite 102
Minnetonka , MN 55305
3. 130 Cheshire Lane, Suite 102
Minnetonka, MN 55305
Item 2(c) Citizenship:
1. Deephaven Market Neutral Master Fund LP British Virgin Islands
2. Deephaven Private Placement Trading LTD British Virgin Islands
3. KA Investments LDC Cayman Islands
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
747927 10 1
5
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Item 3 The person filing is a:
1. Deephaven Market Neutral Master Fund LP (PN)
2. Deephaven Private Placement Trading LTD (CO)
3. KA Investments LDC (CO)
Item 4 Ownership:
See Items 5-11 of each cover page
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be beneficial owners
of more than five percent of the class of securities, check the
following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Schedule A
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
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Item 10 Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
Signature.
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.
Date: April 6, 2000
DEEPHAVEN MARKET NEUTRAL MASTER FUND LP
By: Colin Lancaster
-------------------------------------
Colin Lancaster, Secretary
DEEPHAVEN PRIVATE PLACEMENT TRADING LTD.
By: Colin Lancaster
-------------------------------------
Colin Lancaster, Secretary
KA INVESTMENTS LDC
By: Colin Lancaster
-------------------------------------
Colin Lancaster, Secretary
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Schedule A
Control Persons of:
1. Deephaven Market Neutral Master Fund LP ( A British Virgin
Islands Limited Partnership) - Deephaven Market Neutral Fund
Limited ( A British Virgin Islands Corporation) - Deephaven
Capital Management LLC (A Delaware Limited Liability Company)
2. Deephaven Market Neutral Fund Limited (A British Virgin Islands
Corporation) - Deephaven Capital Management LLC ( A Delaward Limited
Liability Company)
3. KA Investments LDC (A British Virgin Islands Company)
- Deephaven Market Neutral Master Fund LP ( A British Virgin
Islands Limited Partnership) - Deephaven Capital Management
LLC (A Delaware Limited Liability Company) - Deephaven Private
Placement Trading LTD ( A British Virgin Island Corporation)
4. Deephaven Capital Management LLC - KFP Holdings I LLC ( A
Delaware LLC)
5. KFP Holdings I LLC - Knight/Trimark Group, Inc.
6. Deephaven Private Placement Trading LTD (A British Virgin
Island Corporation) - Deephaven Market Neutral Master Fund LP
( A British Virgin Islands Limited Partnership) - Deephaven
Capital Management LLC (A Delaware Limited Liability Company)
All can be reached at
KFP Holdings I LLC
130 Cheshire Lane, Suite 102
Minnetonka, MN 55305
(612) 542-4238
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