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): March 13, 2006
CHAPARRAL RESOURCES INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-7261 84-0630863
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 Gannett Drive, Suite 418, 77032
White Plains, New York
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (866) 559-3822
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 13, 2006, Chaparral Resources, Inc. ("Chaparral")
entered into a definitive agreement with LUKOIL Overseas Holding Ltd. ("Lukoil")
to effect a merger of Chaparral into a wholly owned subsidiary of Lukoil. Lukoil
indirectly owns approximately 60% of the outstanding common stock of Chaparral.
On the effective date of this merger, all issued and outstanding shares of
common stock of Chaparral not held by Lukoil will be exchanged for $5.80 per
share in cash, resulting in a payment to minority shareholders of approximately
$88.646 million. The March 13, 2006 press release announcing the transaction is
filed herewith as Exhibit 99.1 and incorporated by reference into this Item
1.01.
The completion of the merger is subject to the approval of a
meeting of stockholders expected to be held in May 2006. At this meeting the
approval of 50% of the outstanding shares will be required to vote in favor of
the merger for it to become effective. Closing is subject to certain other
conditions including the receipt of all regulatory approvals and consents.
The foregoing description of the merger is qualified in its
entirety by reference to the terms of the Agreement and Plan of Merger, which is
filed herewith as Exhibit 2.1 and incorporated by reference into this Item 1.01.
Chaparral will file a proxy statement with the Securities and
Exchange Commission (the "SEC") in connection with the proposed transaction.
Investors and security holders are urged to read that document, when it becomes
available, because it will contain important information.
Investors and security holders may obtain a free copy of that
document (when it becomes available) and other documents filed by Chaparral with
the SEC at the SEC's web site at www.sec.gov. The proxy statement (when it
becomes available) and the other documents filed by Chaparral may also be
obtained free from Chaparral by calling Chaparral's Investor Relations
department collect at (416) 868-1079.
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 13, 2006, Chaparral issued a press release announcing
its unaudited preliminary operating results of the year ended December 31, 2005
and an update to proved reserves, which is furnished herewith as Exhibit 99.2
and incorporated by reference into this Item 2.02.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated March 13, 2006, by and
among LUKOIL Overseas Holding Ltd., NRL Acquisition Corp.,
and Chaparral Resources, Inc.
99.1 Press Release dated March 13, 2006.
99.2 Press Release dated March 13, 2006.
SIGNATURE
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: March 14, 2005 CHAPARRAL RESOURCES INC.
By: /s/ Alan D. Berlin
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Alan D. Berlin
Director and Secretary