SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Caspen Oil, Inc.
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(Name of Issuer)
Series A $1.80 Cumulative Convertible Preferred Shares,
par value $1.00 per share
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(Title of Class of Securities)
147621205
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(CUSIP Number)
Leonard S. Ferleger, Esq.
Kirkpatrick & Lockhart LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
July 11, 1997
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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(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Page 1 of 7 Pages)
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SCHEDULE 13D
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CUSIP No. 147621205
1) NAME OF REPORTING PERSON Stonehill Partners, L.P.
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S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 74,400
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8) SHARED VOTING POWER
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9) SOLE DISPOSITIVE POWER 74,400
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10) SHARED DISPOSITIVE POWER
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 74,400
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12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.4%
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14) TYPE OF REPORTING PERSON PN
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(Page 2 of 7 Pages)
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the Series
A $1.80 Cumulative Convertible Preferred Shares, par value $1.00 per share
("Caspen Series A Shares"), of Caspen Oil, Inc., a Nevada corporation
("Caspen"). Caspen's principal executive offices are located at Irongate 3,
Suite 201, 777 S. Wadsworth Boulevard, Lakewood, Colorado 80226.
Item 2. Identity and Background.
This Statement is being filed by Stonehill Partners, L.P., a
Delaware limited partnership ("Stonehill"). The principal business of Stonehill
is investing and the address of its principal business is 110 East 59th Street,
30th Floor, New York, New York 10022.
Annex I attached hereto sets forth a list of the names of the
general partners of Stonehill, their business addresses, their present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted. All of
the general partners of Stonehill listed in Annex I are United States citizens.
During the last five years, neither Stonehill nor, to the knowledge
of Stonehill, any of the persons listed in Annex I has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Stonehill nor, to the knowledge
of Stonehill, any of the persons listed in Annex I has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction in
which a judgment, decree or final order was entered enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or in which there was a finding of a violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On July 11, 1997, Stonehill purchased a variety of securities and
claims from Mcorp Trust, Mcorp Financial Trust and Mcorp Management Trust (the
"Mcorp Securities") in connection with the liquidation of those liquidating
trusts. Stonehill paid a total purchase price of $1,650,000 for the Mcorp
Securities pursuant to the privately-negotiated transaction. Included within the
Mcorp Securities were 74,400 Caspen Series A Shares sold by Mcorp Management
Trust. No allocation of the purchase price among the different Mcorp Securities
was made in connection with the purchase. The 74,400 Caspen Series A Shares
would
(Page 3 of 7 Pages)
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represent a small portion of the total purchase price if an allocation were
made. The consideration for the purchase of the Mcorp Securities came from the
working capital of Stonehill.
Item 4. Purpose of Transaction.
The Mcorp Securities, including the 74,400 Caspen Series A Shares,
were purchased for investment purposes. Currently, Stonehill has no plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of Caspen, or the disposition of securities of Caspen;
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Caspen or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of Caspen or any of its subsidiaries; (d) any
change in the present board of directors or management of Caspen, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of Caspen; (f) any other material change in
Caspen's business or corporate structure; (g) changes in Caspen's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of Caspen by any person; (h) causing a class of
securities of Caspen to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to
any of those enumerated above. In the course of evaluating its investment,
Stonehill may, at any time and from time to time, take any action with respect
to the matters enumerated in (a) through (j), inclusive, or review or reconsider
its position and/or change its purpose and/or formulate plans or proposals with
respect thereto.
Item 5. Interest in Securities of the Issuer.
(a) Stonehill owns 74,400 Caspen Series A Shares, or 12.4% of that
class of securities.
(b) Stonehill has the sole power to vote and the sole power to
dispose of the 74,400 Caspen Series A Shares.
(c) Except as described in response to Item 3, Stonehill has not
effected any transactions in the Caspen Series A Shares during the past sixty
days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or
(Page 4 of 7 Pages)
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the proceeds from the sale of, the Caspen Series A Shares owned by Stonehill.
(e) Not applicable. Stonehill is currently the beneficial owner of
more than five percent of the Caspen Series A Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither Stonehill nor, to the knowledge of Stonehill, any of the
persons listed in Annex I has any contract, arrangement, understanding or
relationship with any person with respect to any securities of Caspen, including
the transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
(Page 5 of 7 Pages)
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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.
August 14, 1997
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Date
/s/ John A. Motulsky
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Stonehill Partners, L.P.
by John A. Motulsky,
General Partner
(Page 6 of 7 Pages)
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ANNEX I
GENERAL PARTNERS OF
STONEHILL PARTNERS, L.P.
NAME AND PRESENT ADDRESS AND PRINCIPAL BUSINESS
PRINCIPAL OCCUPATION OF ORGANIZATION IN WHICH EMPLOYED
Ronald LaBow, WHX Corporation
Chairman 110 East 59th Street
30th Floor
New York, New York 10022
Public Holding Company in Steel Business
John A. Motulsky, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
Stewart E. Tabin, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
Neale X. Trangucci, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
Christopher E. Wilson, Stonehill Investment Corp.
Vice President 110 East 59th Street
30th Floor
New York, New York 10022
Investing
(Page 7 of 7 Pages)
