Not sure but mabe you can find it in this 424B3 filed today :
Excerpted from 424B3 filed on 01/22 by AMERICAN INTERNATIONAL PETROLEUM CORP :
AMERICAN INTERNATL PETROLEUM CORP files prospectus for common stock.
PROSPECTUS
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
8,029,994 SHARES COMMON STOCK, PAR VALUE $.08
193,400 COMMON STOCK PURCHASE WARRANTS
This Prospectus has been prepared by American International Petroleum
Corporation, a Nevada corporation (the "Company"), to cover the sale of
5,957,347 shares of Common Stock (the "Shares"), issuable upon exercise of
5,957,347 outstanding redeemable Common Stock Purchase Warrants ("Class A
Warrants"). Each Class A Warrant is exercisable to purchase one Share until
March 1, 1998 at $4.00 per Share. As of July 24, 1997, there were 5,957,347
Class A Warrants issued and outstanding. The Board of Directors has the right to
extend the exercise periods and/or reduce the exercise prices. Each Class A
Warrant is subject to redemption on 30 days prior written notice, for $.01 per
Class A Warrant in the event the market for the Shares is at least $8.00 per
share for 20 consecutive trading days. The Company has the right to designate
standby purchasers of all unexercised Class A Warrants at the close of business
on redemption. This Prospectus also covers 400,000 outstanding Shares and
1,285,847 Shares issuable upon exercise of outstanding warrants exercisable at
prices between $.41 and $6.25 a Share which are being registered only for resale
by certain selling shareholders. This Prospectus also covers 386,800 shares of
Common Stock issuable upon exercise of certain outstanding warrants issued to an
underwriter, as well as 193,400 Class A Warrants issuable upon exercise of such
warrants and the 193,400 shares of Common Stock issuable upon exercise of such
Class A Warrants. See "Description of Securities - Warrants" and "Selling
Shareholders" for a description of the outstanding Shares being offered hereby.
The maximum number of Shares which may be offered or sold hereunder is subject
to adjustment in the event of stock splits or dividends, recapitalization and
other similar changes affecting the Shares. The Shares are listed on the Nasdaq
National Market, and it is anticipated that the Selling Shareholders will offer
the Shares for sale at prevailing prices on the Nasdaq National Market (or other
market, if the Shares are then trading thereon) on the date of sale. See "Plan
of Distribution."
The Company will receive only the exercise price of the Class A
Warrants and other Warrants, if exercised, but will not receive the proceeds of
the sale of the Class A Warrants or the Shares issued upon such exercise
thereof. The Company will not receive any proceeds from the sale of the
outstanding Shares offered hereby. All selling and other expenses incurred by
individual Selling Shareholders will be borne by such Selling Shareholders.
The Shares are traded on the Nasdaq National Market under the symbol
"AIPN" and the Class A Warrants under the symbol "AIPNW". On January 15, 1998,
the closing price of the Shares and the Class A Warrants as reported on the
Nasdaq National Market were $4.94 per share and $1.625 per warrant,
respectively.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at Seven
World Trade Center, New York, New York 10048 and at 500 West Madison Street,
Chicago, Illinois 60611. Copies can be obtained from the Commission at
prescribed rates by writing to the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549. The Commission maintains an internet site on the
Worldwide Web at www.sec.gov. that contains reports, proxy and information
statements and other information regarding the Company and other registrants
that file electronically with the Commission.
SEE "RISK FACTORS" BEGINNING ON PAGE 8 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 Date of this Prospectus Is January 15, 1998
(End of Item Excerpt)
THE OFFERING
Securities Offered: - 5,957,347 Shares issuable upon exercise of
outstanding Class A Warrants. The Class A Warrants
are exercisable through March 1, 1998 at $4.00 a
Share.
- 1,304,759 Shares issuable upon exercise of other
warrants at various prices between $.41 and $6.25 a
Share to be sold by the Selling Shareholders.
- 400,000 outstanding Shares to be sold by the Selling
Shareholders.
- 193,400 Class A Warrants.
Offering Price: The outstanding Class A Warrants are exercisable at $4.00
per share. The Shares to be sold by Selling Shareholders
are expected to be sold from time to time on the Nasdaq
National Market at then prevailing prices.
Use of Proceeds: The proceeds of the Offering estimated at approximately
$26,000,000 will be added to working capital and used for
general corporate purposes.*
Common Stock
Outstanding:
Prior to Offering: 48,286,137
After the Offering:* 51,077,626
Class A Warrants
Outstanding:
Prior to Offering: 5,957,347
After the Offering:* -0-
* Assuming all of the Warrants are exercised.
(End of Item Excerpt)
SELLING SHAREHOLDERS
The table below sets forth with respect to each Selling Shareholder,
based upon information available to the Company as of September 17, 1997, the
number of shares of Common Stock and Class A Warrants beneficially owned before
and after the sale of the shares and Class A Warrants offered hereby; the number
of shares and/or Class A Warrants to be sold; and the percent of the outstanding
shares of Common Stock owned before and after the sale of the Common Stock and
Class A Warrants offered hereby. The Selling Shareholders named below may resell
all, a portion or none of such shares or Class A Warrants from time to time.
Each Selling Shareholder's relationship to the Company, if any, is set forth in
a footnote to the table.
SELLING SHAREHOLDERS
Percentage
Common Stock Owned
Number of Shares Number Number of
of Common Stock of Warrants Shares to be Before After
Name Owned (1) Owned (2) Sold Offering (4) Offering
Gloria L. Bauman -0- 10,000 10,000 * *
Global Funding Group -0- 60,000 60,000 * *
Richard W. Cohen -0- 58,020 (3) 174,060 * *
Jessy Dirks -0- 38,680 (3) 116,040 * *
Walter P. Fitzgerald -0- 58,020 (3) 174,060 * *
Dan and Estelle Jacobson 280,000 10,000 10,000 * *
Michael J. Knight 20,000 10,000 10,000 * *
LKB Financial LLC -0- 457,500 457,500 * *
MG Trade Finance Corp. 130,000 168,912 168,912 * *
Millennium Holdings Group,
Inc. 250,000 -0- 250,000 * *
Portfolio Investment Strategies
Corp. -0- 30,000 30,000 * *
Robert A. Schneider -0- 38,680 (3) 116,040 * *
Gary Schulteis -0- 10,000 10,000 * *
Snow Becker Krauss P.C. 589,205 (5) -0- 150,000 1.1% *
Wall Street Consultants, Inc. -0- 161,547 161,547 * *
TOTAL 1,269,205 1,111,359 1,898,159
========= =========== =========
(End of item excerpt.)
------------------------------------------------------------------------
DISCLAIMER:
The information provided through this news feed is excerpted from documents
filed with the Securities and Exchange Commission (SEC) and should not be
relied upon without review of the full documents filed with the SEC. In no
event will Internet Financial Network, Inc., its officers, directors,
employees, stockholders or agents, be liable to you or to any third party for
any damages, costs or expenses arising or incurred in connection with any
action taken or failure to act that is based upond the information contained
in or omitted from this news feed or the documents filed with the SEC.
|
