UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
July 11, 2006
Mr. Boris Zilbermints,
Chief Executive Officer
Chaparral Resources, Inc.
2 Gannett Drive, Suite 418
White Plains, NY 10604
Re: Chaparral Resources, Inc.
Schedule 13E-3/A-1
Filed June 20, 2006
File No. 5-18426
Schedule 14A/A-1
Filed June 19, 2006
File No. 0-07261
Form 10-K/A-1 for the fiscal year ended December 31,
2005
Filed June 19, 2006
File No. 000-07261
Dear Mr. Zilbermints:
We have reviewed your response letter dated June 19, 2006
and
the amended filings, and have the following comments. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your
explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure. After reviewing this
information,
we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
General
1. We note your response to comment 1. We note, however, that in
revising your disclosure you removed LUKOIL Overseas Holding Ltd.
and
NRL Acquisition Corp. as filing parties. Please revise to include
these parties as filing parties in the next amendment.
Schedule 13E-3/A Filed June 20, 2006
2. Consistent with Item 9, please provide a summary of the
McDaniel &
Associates Consultants reserve report and the BMO Nesbitt Burns
fairness report and financial analysis.
3. We note your response to prior comment 15. Please file the
scripts
to which you refer in an appendix to the Schedule 14A.
Reasons for the Special Committee`s Determination; Fairness of the
Merger, page 18
4. Please revise your disclosure to separately address procedural
and
substantive fairness.
5. We note your response to prior comment 25. Please expand your
disclosure to address in reasonable detail why the special
committee
believed each factor supported its fairness determination as to
unaffiliated stockholders. For example, bullet number 1 should be
expanded to explain why the special committee`s knowledge of your
business, assets, financial condition and results of operations,
competitive position, the nature of your business and the energy
industry, the risks of doing business in Kazakhstan, and your
growth
potential support the special committee`s fairness determination.
As
stated in prior comment 25, a listing of the factors considered by
the
filing person without a discussion of how the factor relates to
the
determination is inadequate. Likewise, revise the section
entitled
"Position of LUKOIL and NRL Acquisition as to Fairness." Please
note
that we may have additional comments on individual factors after
reviewing your revisions in response to this comment.
6. Please expand your disclosure to discuss your historical stock
prices in greater detail. For instance, we note that you
indicate
that the board considered the share price of $2.00 per share in
June
of 2005. Please discuss what consideration the board gave to the
fact
the price exceeded $7.00 per share in September of 2005 and $6.00
in
June of 2006.
7. Please supplementally explain why the ninth bullet point on
page 17
is a factor supporting the fairness of the merger. It appears to
the
staff that the fact that your two "largest and most sophisticated
non-
affiliated stockholders" refused to agree to this transaction
would be
a factor weighing against both the substantive and procedural
fairness
of the transaction.
8. Your discussion of net book value on page 17 indicates that
your
special committee believes that net book value has "no
correlation" to
the fair value of your shares. Please expand your disclosure to
explain in greater detail why the special committee believed that
"no
correlation" exists. It is also unclear to the staff why the
special
committee included net book value in its bulleted list of factors
supporting the fairness recommendation if it believed no
correlation
exists. Please revise accordingly.
9. Please provide a discussion of the consideration the special
committee gave to going concern value as required by Instruction 2
to
Item 1014 of Regulation M-A. Your discussion in the
antepenultimate
bullet point on page 17 is inadequate in that you do not explain
why
discounted cash flow as reflected in public market price is a
reasonable proxy for going concern value.
10. It is not clear to the staff why the special committee
believed
that the absence of a requirement for the approval of transaction
by a
majority of the unaffiliated stockholders is a factor weighing in
favor of the fairness determination. Typically, the absence of
such
an approval requirement is a factor weighing against the fairness
of a
transaction. Refer to Item 1014(c) of regulation M-A.
11. We note your disclosure of the reasons why the board did not
consider liquidation to be a viable option. Please note that your
discussion does not address the required discussion of liquidation
value as it relates to the fairness of the transaction. Please
revise.
12. We note your response to comment 28 and reissue the comment.
To
the extent practicable, quantify the negative factors. In this
regard, we refer you to page 18 under the paragraph beginning with
"The special committee also considered...." For example, bullet
number 3 could be expanded to disclose the amount of the
termination
fee, and bullet number 4 could be expanded to disclose the tax
liability rates.
13. The statement made in your response to prior comment 33 that
your
board of directors "acted solely on the recommendation of the
special
committee" appears to be inconsistent with your disclosure on page
20.
For instance, if your board relied solely on the recommendation of
the
special committee it is unclear what "factors" the board of
directors
did not find practicable to quantify. If your board relied
solely on
the special committee`s conclusion and analysis your disclosure
should
reflect such exclusive reliance.
Position of LUKOIL and NRL Acquisition as to Fairness, page 20
14. We note your disclosure that LUKOIL and NRL Acquisition "have
considered the factors examined by the special committee." If it
is
the intention of the filing persons to expressly adopt the
analysis
and conclusions of the special committee please include a
statement to
that effect. If that is not the intention, please expand your
disclosure to explain what consideration the filing persons gave
to
each factor discussed by the special committee. Further, if the
filing persons are not expressly adopting the analysis and
conclusions
of the special committee, then the board must separately address
each
factor set forth in Instruction 2 to Item 1014 of Regulation M-A.
Please see prior comment 26 for additional guidance.
Form 10-K for the fiscal year ended December 31, 2005
Changes in Internal Controls over Financial Reporting, page F-5
15. We note your response to comment 45. Please revise to include
the
information required by Items 307 and 308 of Regulation S-K.
Refer to
Rule 12b-15 of the Exchange Act, which requires amendments to
include
the complete text of each amended item.
**************
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, Michael Pressman at (202) 551-3345 with any questions.
Sincerely,
Tangela Richter
Branch Chief
cc: R. Joel Swanson
Baker Botts L.L.P.
713-229-7730
Mr. Boris Zilbermints
Chaparral Resources, Inc.
July 11, 2006
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