SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported) January 10, 1997
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada No. 0-14905 13-3130236
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation
or organization)
444 MADISON AVENUE, SUITE 3203, NEW YORK, NEW YORK 10022
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(Address of principal executive offices) (Zip Code)
(212)688-3333
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired - N/A
(b) Pro forma financial information - N/A
(c) Exhibits
4.1 Form of 9% Series C Convertible Subordinated Redeemable
Debenture due January 10, 2000.
4.2 Form of Subscription Agreement used in connection with the
offering of Registrants debentures, the form of which is
attached hereto as Exhibit 4.1.
4.3 Form of Regulation S Subscription Agreement for Common
Stock.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
(a)
(i) On January 10, 1997, the registrant sold 9% Convertible
Subordinated Redeemable Debenture Due January 10, 2000. The
total principal amount of the Debenture was $200,000.
(ii) On January 14, 1997 the Registrant sold 653,000 shares of its
common stock for gross proceeds of $150,000.
(b) Non-U.S. Persons only were permitted to purchase the Debentures
and Common Stock. The placement agent for the Debentures was
Zazoff & Associates. The Common Stock was placed directly by
the Registrant.
(c) The Registrant received net proceeds of $180,000 and $150,000
from sale of the Debentures and the Common Stock, respectively.
(d) The Offerings were made pursuant to a safe harbor from
registration under Regulation S to Non-U.S. Persons only.
(e) The 9% Series C Debentures, which are redeemable by the Company
in part or in full prior to conversion, are convertible on
February 24, 1997 into shares of the Company's Common Stock at
the lower of (i) 70% of the average closing bid price of the
Company's Common Stock for five business days prior to the date
of conversion or (ii) 75% of the average closing bid price of
the Company's Common Stock for the five business days prior to
the date of Subscription.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 24, 1997
AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
By: /s/ Denis J. Fitzpatrick
Denis J. Fitzpatrick
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Form of 9% Series C Convertible Subordinated
Redeemable Debenture due January 9, 2000.
4.2 Form of Subscription Agreement used in connection
with the offering of Registrant's debenture, the
form of which is attached here to as Exhibit 4.1.
4.3 Form of Registration S Subscription Agreement for
Common Stock.
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