Everyone -- I am reposting this from the "Yahoo" board , which was
posted there at 9:28 EDT May 16, 1998:
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AMERICAN INTERNATL PETROLEUM CORP files for common stock
offering.
IFN Smart Edgar News - May 15, 1998 22:51
Excerpted from S-3 filed on 05/15 by AMERICAN INTERNATIONAL PETROLEUM
CORP :
AMERICAN INTERNATL PETROLEUM CORP files for common stock offer.
SUBJECT TO COMPLETION, DATED MAY 15, 1998INFORMATION CONTAINED
HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. AREGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY STATE.
PROSPECTUS
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale by the selling securityholders named herein
(the "Selling Securityholders") of shares (the "Shares") of the common stock, $.08 par
value (the "Common Stock"), of American International Petroleum Corporation, a Nevada
corporation (the "Company"), registered in the registration statement of which this
Prospectus forms a part (the "Registration
Statement").
The shares of Common Stock offered hereby may be acquired by the Selling
Securityholders (i) upon conversion of the Company's 14% Convertible Notes due April 21,
2000 (the "Convertible Notes"), including shares issued in payment of accrued interest on
the Convertible Notes, (ii) upon exercise of warrants to purchase on aggregate of
3,018,500 shares of Common Stock issued in connection with the issuance and sale of the
Convertible Notes and the Company's 14% Convertible Notes due October 15, 1998 (which
were issued in October 1997 and are hereinafter referred to as the "1997 Notes"). The
conversion price for determining the number of shares of Common Stock issuable upon
conversion of the
Convertible Notes is 85% of the average of the lowest five consecutive daily weighted
average sales price of the Common Stock on the Nasdaq National Market for the 40 trading
days immediately preceding the date of conversion.
The distribution of the Shares by the Selling Securityholders, or by pledgees, donees,
distributees, transferees or other successors in interest, may be affected from time to time
by underwriters who may be selected by the Selling Securityholders and/or broker-dealers,
in one or more transactions (which may
involve crosses and block transactions) on the Nasdaq National Market or other
over-the-counter markets, or in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the Nasdaq National Market or
of such other over-the-counter markets, in negotiated transactions or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. In connection with the distribution of the Shares or otherwise, the Selling
Securityholders may enter into hedging or option transactions with broker-dealers and may
sell Shares short and deliver the Shares to close out such short positions. See "Selling
Securityholders" and "Plan of Distribution".
The Common Stock is quoted on the Nasdaq National Market under the symbol "AIPN".
On May 8, 1998, the closing price of the Common Stock on the Nasdaq National Market
was $2.69 per share.
The Company will not receive any proceeds from the sale of the Shares by the Selling
Securityholders, but will receive the exercise price of the Warrants.
See "Risk Factors" beginning on page 7 for a discussion of certain risks of an investment in
the Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares have been registered pursuant to registration rights granted to the Selling
Securityholders. The Company has agreed to pay all expenses of registration in connection
with the offering, other than brokerage commissions and underwriting discounts incurred
by the Selling Securityholders, which will be borne by the Selling Securityholders. In
addition, the Company has agreed to indemnify the Selling Securityholders, underwriters
who may be selected by the Selling Securityholders and certain other persons against
certain liabilities, including liabilities under the Securities Act of 1933 as amended (the
"Securities Act"). The sale of the Shares by the Selling Securityholders is subject to the
prospectus delivery and other requirements of the Securities Act.
The date of this Prospectus is ___________, 1998
(End of Item Excerpt)
THE COMPANY
The following information concerning the Company, is qualified in its entirety by the more
detailed information, financial statements and the notes thereto appearing elsewhere in, or
incorporated by reference into, this Prospectus. The
information included in, or incorporated by reference into, this Prospectus contains
forward-looking statements that involve risks and uncertainties, including the Company's
continuing losses, working capital deficits, the ability to enter into profitable contracts to
utilize the Company's Lake Charles, Louisiana refinery, completion of construction projects
and financing of
refinery operations, the timely development and financing of new oil and gas projects, the
impact of competitive products and pricing, and other risks detailed from time to time in the
Company's SEC reports. Unless otherwise
indicated or the context otherwise requires, all references to the Company in this
Prospectus include AMERICAN INTERNATIONAL PETROLEUM CORPORATION and
its wholly owned subsidiaries.
The Company, through its wholly-owned subsidiary, American International Refinery, Inc.
(AIRI"), is the owner of a refinery in Lake Charles, Louisiana (the "Refinery"). The
Company implemented the production and processing of asphalt, vacuum gas oil and other
products at the Refinery in the first quarter
of 1998 utilizing low-cost, low-gravity, high-sulphur crudes from Mexico and Venezuela.
In addition, the Company, through its wholly-owned subsidiary, American International
Petroleum Kazakstan ("AIPK"), is the owner of a 70% working interest in a 20,000 square
kilometer exploration block in western Kazakstan and is engaged in oil and gas exploration
and development in western Kazakstan. The Company also is seeking other oil and gas
projects in the United States, Russia and Central Asia.
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bobgh |
