UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
June 2, 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
Filed May 1, 2006
File No. 5-18426
Schedule 14A
Filed April 28, 2006
File No. 0-07261
Form 10-K for the fiscal year ended December 31, 2005
Filed March 23, 2006
File No. 000-07261
Form 10-Q for the quarterly period ended March 31, 2006
Filed May 11, 2006
File No. 0-07261
Dear Mr. Zilbermints:
We have reviewed your 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. It appears that Open Joint Stock Company "Oil Company LUKOIL"
is an
affiliate engaged in this going private transaction. Please tell
us
why this entity should not be included as a filing person on the
Schedule 13E-3. We remind you that each filing person must
individually comply with the filing, dissemination and disclosure
requirements of Schedule 13E-3.
2. We note your disclosure throughout the filing that the merger
and
the adoption of the merger agreement are subject to the approval
of
the majority of the stockholders. Please revise to clarify that
the
transaction does not require the approval of a majority of the
unaffiliated stockholders.
3. Since the filing parties are corporations, please provide
information called for by Items 3, 5, 6, and 10 of Schedule 13E-3
for
each of the executive officers and directors of such corporations.
See General Instruction C to Schedule 13E-3.
4. You are reminded to consider the requirement to provide updated
financial statements as set forth in Rule 3-12 of Regulation S-X.
5. The information required by Items 7, 8 and 9 of Schedule 13E-3
must
appear in a "Special Factors" section at the beginning of the
proxy
statement, immediately following the Summary section. See Rule
13e-
3(e)(1)(ii). Please revise the proxy statement to move the
"Special
Factors" section to the beginning of the document.
Schedule 13e-3
Past Contacts, Transactions, Negotiations and Agreements
6. We note the cross-references you have provided in response to
Items
1005(b) and (c) of Regulation M-A. Please ensure that the cross-
referenced sections identify those initiating the contacts or
negotiations. For example, we note your disclosure on page 15 in
the
Schedule 14A regarding Nelson`s announcement of negotiations with
LUKOIL; however, you do not disclose who initiated the contact
that
led to the negotiations.
7. To the extent not yet disclosed, please state the nature and
approximate amounts of any material transactions between Chaparral
and
Nelson and between Nelson and LUKOIL during the past two years, as
required by Item 1005(a)(1) and (2) of Regulation M-A. Likewise,
disclose any negotiations, transactions or material contacts, and
the
number thereof, during the past two years between the LUKOIL and
Nelson concerning any of the transactions described in response to
Item 1005(b) of Regulation M-A.
Purposes, Alternatives, Reasons and Effects
8. The information you incorporate by reference does not address
whether any alternative means were considered to accomplish the
purpose of the 13E-3 transaction. Please disclose whether
alternative
means were considered, and if applicable, indicate why they were
found
to be inferior to the proposed transaction. If other such options
were not considered, please disclose that and explain why not.
9. You are required to provide a reasonably detailed discussion of
the
benefits and detriments of the Rule 13e-3 transaction to the
issuer,
its affiliates, and unaffiliated security holders. See
Instruction 2
to Item 1013 of Regulation M-A. It does not appear that you have
provided the required discussion or cross-reference to a relevant
section in the Schedule 14A. Also, note that to the extent
practicable, the discussion should quantify the benefits and
detriments.
Person/Assets, Retained, Employed, Compensated or Used
10. Disclose the material terms of your agreement with Georgeson
Shareholder Communications. See Schedule 14A, Item 4.a.3, Item 14
of
Schedule 13E-3, and Item 1009 of Regulation M-A.
Schedule 14A
Summary Term Sheet
Interest of Directors and Officers in the Merger, page 3
11. Please specifically identify those directors and officers that
may
have an interest in the merger. For example, we note that your
chief
executive officer has worked for LUKOIL Overseas Services Limited,
an
affiliate of LUKOIL Overseas Holding Ltd. since November 2002, and
that two of your directors hold executive positions at LUKOIL
Overseas
Holding Ltd.
Termination of the Merger Agreement
12. Define the phrase "superior proposal."
Appraisal Rights, page 5
13. Revise to state that dissenting stockholders must submit their
demand for appraisal before the vote on the merger.
Parties to the Merger
Chaparral Resources, Inc., page 11
14. Please disclose that LUKOIL indirectly owns a 40% interest in
the
Karakuduk Oil Field.
The Special Meeting, page 12
15. Please confirm, if true, that proxies will not be solicited
via
the Internet. In addition, be advised that all written soliciting
materials, including any scripts to be used in soliciting proxies
over
the telephone or in person, must be filed under the cover of
Schedule
14A. Refer to Rule 14a-6(b) and (c).
Special Factors, page 15
16. Please note that each and every report, opinion, consultation,
proposal or presentation, whether written or oral, received by any
filing person, their affiliates or representatives constitutes a
report within the meaning of Item 1015 of Regulation M-A, under
Item 9
of Schedule 13E-3. Accordingly, each Item 9 report must be
summarized
in considerable detail in the proxy statement and any written
materials must be filed as exhibits to the Schedule 13E-3. For
instance, we note your reference to the Petrie Parkman
"preliminary
financial review" on the bottom of page 17 and the "preliminary
reference value analysis" on page 19. Please revise the proxy
statement accordingly and include the required documents as
exhibits.
17. We note the assessment of the special committee, the board of
directors, LUKOIL and NRL Acquisition as to the fairness of the
13e-3
transaction. Please revise to clarify that the assessment of
fairness
relates to all the unaffiliated stockholders.
18. Please expand your discussion of the following items:
* The concerns raised by Chaparral stockholders regarding the
effects
of the amalgamation on Chaparral;
* The basis for the special committee`s determination that Baker
Botts
L.L.P. could adequately represent Chaparral, notwithstanding Baker
Botts` prior and continuing representation of LUKOIL. In this
regard,
we note your statement on page 25 indicating that you deem Baker
Botts` advice to be independent;
* The issues discussed by the special committee with its legal
advisors upon receipt of the amalgamation agreement and the
Material
Change Report for Nelson;
* The reasons, if known, for Chaparral not being deemed by LUKOIL
a
strategic element of the acquisition of Nelson;
* The special committee`s reasons for meeting LUKOIL`s
representatives
on January 19 and January 20, 2006;
* The other strategic options available to Chaparral considered by
Petrie Parkman, as noted on page 18;
* The special committee`s discussions with Whittier Ventures,
L.L.C.
and Allen & Company Incorporated referenced on page 18; and
* The reasons for the special committee`s belief that LUKOIL`s
$5.50
per share proposal was not sufficiently attractive and that it
could
get a higher offer.
19. Identify the key members of your management and your
subsidiaries`
management that were replaced by employees of LUKOIL or its
affiliate
following the amalgamation.
20. We note that the special committee met frequently from its
formation through the end of December. Please disclose the number
of
times or dates on which the special committee met. We note that
the
discussions focused in particular on whether Section 203 of the
Delaware General Corporation Law or a stockholders rights plan
would
provide "additional protections to the stockholders." Please
discuss
what additional protections were contemplated.
21. Discuss Nelson`s reasons for refusing to provide Chaparral
with
the fairness opinion issued by BMO Nesbitt Burns. Please file as
an
exhibit a copy of the fairness opinion, as required by Item
1015(a) of
Regulation M-A.
22. Specify the date LUKOIL confirmed that it would not sell its
60%
ownership in Chaparral and state the reasons for LUKOIL`s
decision.
23. We note that Mr. Movsumov sent an offer letter to the special
committee proposing a highly complex transaction with "numerous
conditions." Please disclose all the conditions set forth in the
proposal.
24. If known, state the reasons for Whittier Ventures and Allen &
Company`s refusal to execute the lock-up agreement with LUKOIL.
Also,
if known, state why Whittier Ventures and Allen & Company were
willing
to sell their shares in a separate, independent transaction.
Reasons for the Special Committee`s Determination; Fairness of the
Merger, page 22
25. Item 1014(b) of Regulation M-A requires the discussion in
reasonable detail of the material factors upon which the
determination
of fairness was made and the disclosure of the weight assigned to
each
such factor. We note that you provide cursory discussion of some
of
the factors upon which the fairness determination was based.
Please
revise. A listing of the factors considered by the filing person
without a discussion of how the factor relates to the
determination is
inadequate. See In the Matter Meyers Parking System Inc.,
Securities
Exchange Act Rel. No. 26069 (September 12, 1988). This comment
also
applies to the section entitle "Position of Lukoil and NRL
Acquisition
as to Fairness."
26. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness
determination
and should be discussed in considerable detail. To the extent the
Board did not consider one or more of the factors listed in
Instruction 2 to Item 1014 of Regulation M-A, state that and
explain
why the factor(s) were not deemed material or relevant. For the
reasons stated in the previous comment, your discussions of
factors
listed in Instruction 2 to Item 1014 appear to be insufficient.
For
example, conclusory statements, such as "the special committee did
not
consider liquidation a viable option" are insufficient. See
Question
and Answer Nos. 20 and 21 of Exchange Act Release No. 34-17719.
This
comment also applies to the section entitle "Position of Lukoil
and
NRL Acquisition as to Fairness."
27. Please expand your disclosure regarding procedural fairness to
address Item 1014(d) of Regulation M-A. This comment also applies
to
the section entitle "Position of Lukoil and NRL Acquisition as to
Fairness." This comment also applies to the section entitle
"Position
of Lukoil and NRL Acquisition as to Fairness."
28. We note your disclosure on page 24 regarding negative factors
concerning the merger. Please quantify to the extent practicable
the
detrimental effect of any such factors. See Item 1013(d),
Instruction
2 of Regulation M-A.
29. We note that the board relied upon the discounted cash flow
analysis for the purpose of establishing going concern value. If
the
board relied upon the analysis of the special committee with
respect
to any of the factors itemized in Instruction 2 to Item 1014 of
Regulation M-A, then it must expressly adopt the special
committee`s
conclusion and analyses.
30. We note that "[a]fter extensive discussion and deliberation
and
based on the factors described [], the special committee
unanimously
determined that the merger agreement, the merger and the
transactions
contemplated thereby were fair to and in the best interests of
Chaparral and its stockholders." Please summarize the content of
the
discussions that led to the special committee`s decision.
31. We note your disclosure in your Form 10-K for the fiscal year
ended December 31, 2005 regarding the anticipated completion in
the
fourth quarter of 2006 of a railroad rack to transport Karakuduk
crude
oil to the port of Aktau to discharge at oil terminals in the
Caspian
Sea. We also note that you discovered that the original State
reserves were underestimated by more than 20% and that therefore
you
expect drilling to continue for several years. Please disclose
whether these facts were considered in the fairness determination.
32. We note your statement that "although the special committee
considered our net book value and going concern value in
determining
the fairness of the merger to our unaffiliated stockholders, the
special committee noted the following." We are unable to locate
the
discussion in your bulleted list on pages 22 and 23 of net book
value
and going concern value. Please advise.
Reasons for our Board of Directors Determination; Fairness of the
Merger, page 25
33. We note your statement on the bottom of page 21 that the your
board of directors "acting in part on the recommendation of the
special committee, unanimously determined that the terms of the
merger
agreement and the proposed merger are fair to, and in the best
interests, Chaparral and our stockholders." Please expand your
disclosure in this section to explain in detail what factors,
other
than the special committee recommendation, the board considered.
Opinion of Financial Advisor to the Special Committee, page 26
34. Please expand your summary of the valuation report to include
a
more detailed summary of the procedures followed, assumptions made
and
limitations imposed. See Item 1015(b)(5) of Regulation M-A.
Provide a
summary of the instructions given to the advisor by the Board
regarding the preparation of its report.
Selected Financial Projections, page 34
35. Please confirm that the projections discussed in this section
constitute all of the financial forecasts that management provided
and
all projections that management helped the advisor to develop. In
addition, disclose and quantify (to the extent possible) all
material
assumptions underlying the forecasts.
Presentations of LUKOIL`s Financial Advisors
36. We note that Aton Capital Limited conducted a limited
valuation of
the Chaparral. Please file a written draft of the valuation.
Merger Agreement, page 40
37. We note that the parties may agree to terminate the merger
agreement at any time before the merger. Please revise to
elaborate
upon the conditions in which filing persons might consider not
going
through with the transaction.
Purpose and Structure of the Merger, page 35
38. Include a discussion of the effect of the Rule 13E-3
transaction
on the affiliates` interest in the net book value and net earnings
of
Chaparral in terms of both dollar amounts and percentages. See
Instruction 3 to Item 1013 of Regulation M-A. Further, expand
your
disclosure to discuss the tax consequences to each filing person.
See
Item 1013(d) of Regulation M-A.
LUKOIL and NRL Acquisition, page 35
39. Please disclose the reasons for undertaking the 13e-3
transaction
at this time.
Common Stock Purchase Information, page 52
40. We note that you have not disclosed in this section the
transaction involving LUKOIL and Nelson, a former affiliate.
Please
revise to provide the information required by Item 1005 of
Regulation
M-A in regard to the transaction.
Form 10-K for the fiscal year ended December 31, 2005
Available Information
41. Please revise to reflect the current address of the Public
Reference Room at 100 F St., NW, Washington, DC 20549.
Crude Oil Sales, page E-4
42. Please quantify the revenues you generated from production in
the
Karakuduk Field.
Properties, page E-9
43. We note that your reserve disclosure is based on a reserve
study
conducted by McDaniel and Associates Consultants Limited. Please
file
as an exhibit McDaniel`s consent to include disclosure derived
from
the study in your filing.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page E-13
Quantitative and Qualitative Disclosures about Market Risk, page
E-24
44. We note your disclosure on page E-22 regarding hedge losses
you
incurred in 2005 in connection with contracts for oil sales taken
out
as part of the hedging strategy connected with the BNP/KBC loan
facility. It appears that a discussion regarding such hedging
strategy would be appropriate in this section. Please revise or
advise.
Changes in Internal Controls over Financial Reporting, page E-25
45. Please remove the statement that "[t]here have been no
significant
changes in internal controls over financial reporting or other
factors
subsequent to December 31, 2005." Please note that Item 308(c) of
Regulation M-A requires disclosure of changes that occurred during
the
last fiscal quarter.
Certain Relationships and Related Transactions, page E-32
46. Please disclose whether terms of your arrangements with Nelson
were equivalent to terms of similar transactions with unaffiliated
parties. Make similar revisions in your Form 10-Q for the
quarterly
period ended March 31, 2006.
Exhibits, page E-34
47. Please file as an exhibit the consent of Ernst & Young
Kazakhstan
LLP whose report you have incorporated in the filing.
Certifications
48. Please revise your certifications to conform to Item
601(b)(31) of
Regulation M-A.
**************
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.
June 2, 2006
Page 10