UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
CHENIERE ENERGY, INC. (f/k/a BEXY Communications, Inc.)
- -----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
16411R109
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(CUSIP Number)
Charif Souki, c/o Cheniere Energy, Inc., Two Allen Center,
1200 Smith Street, Suite 1710,
Houston, Texas 77002 (713) 659-1361
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 3, 1996
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-(b)(3) or (4), check the following
box |_|.
Check the following box if a fee is being paid with the statement |X|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 16411R109 PAGE 2 OF 7 PAGES
-------------------------------------------------- ------------ --------------
- ---------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BSR INVESTMENTS, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,602,000
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,602,000
------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,602,000
- ---------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
N/A
- ---------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
- ---------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
Page 2 of 7 Pages
y356183.rcbia1483001
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this
Statement on Schedule 13D (this "Statement") relates is common stock, par
value $.003 per share (the "Common Stock"), of Cheniere Energy, Inc. (the
"Issuer"). The address of the principal executive offices of the Issuer is Two
Allen Center, 1200 Smith Street, Suite 1710, Houston, Texas 77002.
ITEM 2. IDENTITY AND BACKGROUND.
(a) BSR Investments, Ltd. (the "Reporting Person").
(b) c/o Harney, Westwood & Riegels
Box 71, Wickhams Cay, Road Town
Tortola, B.V.I.
(c) Private investment company.
(d) During the last five years, neither the Reporting Person
nor any of its executive officers and directors (identified below) have been
convicted in a criminal proceeding.
(e) During the last five years, neither the Reporting Person
nor any of its executive officers and directors (identified below) have been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, which as a result of such proceeding, was or is subject to
judgment, decree or final order enjoining future violations, or prohibiting or
mandating activities subject to federal or state securities laws or finding
any violations with respect to such laws.
(f) The Reporting Person is a British Virgin Islands
corporation.
Samyr Souki is the President and a director of the Reporting
Person. Mr. Souki is a private investor and his principal business address is
97 Avenue Henri Martin, Paris 75016, France. Mr. Souki is a citizen of France.
Nicole Souki is the Secretary and Chief Financial Officer
and a director of the Reporting Person. Mrs. Souki is a private investor and
her principal business address is 97 Avenue Henri Martin, Paris 75016, France.
Mrs. Souki is a citizen of France.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock owned by the Reporting Person
were acquired in exchange for 2,602 shares of the common stock of Cheniere
Energy Operating Co., Inc. ("Operating"), concurrently with the exchange by
the other stockholders of Operating for new shares of the Issuer totalling in
aggregate approximately 93% of the total issued and outstanding shares of
Common Stock (the "Exchange"), in connection with the reorganization of the
Issuer consummated on July 3, 1996 (the "Reorganization") pursuant to and in
accordance with a certain Agreement and Plan of Reorganization dated as of
April 16, 1996 (the "Reorganization Agreement") among the Issuer, Operating,
the stockholders of Operating, including the Reporting Person, and Buddy
Young.
The Reorganization Agreement is Exhibit A to this Statement.
The description of the Reorganization Agreement contained herein is qualified
in its entirety by reference to the full text of the Reorganization Agreement
which is incorporated herein by reference to such Exhibit A, and made a part
hereof.
Page 3 of 7 Pages
y356183.rcbia1483001
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction to which this Statement
relates was to obtain control of the Issuer in furtherance of the
Reorganization of the Issuer. On July 3, 1996, a special meeting of
stockholders of the Issuer was called (the "Special Meeting") to approve the
Reorganization, including the divestiture of the then existing television
production and health information business of the Issuer, and the Exchange,
and, in connection therewith, to amend the certificate of incorporation of the
Issuer as follows:
1. to change the authorized capital stock of the
Issuer to a total of 21,000,000 shares, comprised
of 20,000,000 shares of Common Stock, par value
$.003 per share, and 1,000,000 shares of preferred
stock, the rights, powers and preference of which
shall be set by resolution of the Board of
Directors of the Issuer;
2. to change the name of the Issuer to Cheniere
Energy, Inc. from BEXY Communications, Inc.; and
3. to add a provision limiting the liability of the
Issuer's directors and to provide for
indemnification of officers and directors
of the Issuer to the fullest extent
permitted by Delaware law.
In addition, at the Special Meeting, the stockholders of the
Issuer elected three new directors nominated by Operating. Immediately
following the consummation of the Reorganization, the Board of Directors of
the Issuer elected an additional director and elected new executive officers
of the Issuer.
It is the current intention of the Issuer that shares of the
newly-authorized class of preferred stock will be issued in connection with
corporate finance transactions. However, because of the ability of the Board
of Directors of the Issuer to set by resolution of the Board, the rights,
powers and preferences of the preferred stock, the preferred stock could be
utilized as an antitakeover device, causing potential purchasers of the
Issuer's capital stock to incur additional costs and otherwise discourage a
potential bidder for the Common Stock.
The Reporting Person acquired the shares of Common Stock
reported in this Statement with the intent and purpose of acquiring control of
the Issuer. The Reporting Person has no present intention of either acquiring
additional shares or disposing of his shares of Common Stock. Because of the
amount of Common Stock owned by the Reporting Person, the Reporting Person may
be deemed to control the Issuer.
The Reporting Person does not anticipate that there will be
any change in the Issuer's dividend policy with respect to the Common Stock,
although, in the event of the issuance of shares of a series of preferred
stock, the Reporting Person anticipates that dividends would be paid on such
series.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A Agreement and Plan of Reorganization
dated as of April 16, 1996 among the
Issuer, Operating, the Stockholders of
Operating and Buddy Young
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
DATE: July 12, 1996
BSR INVESTMENTS, LTD.
By: /s/SAMYR SOUKI
------------------------------------
Samyr Souki,
President
Page 6 of 7 Pages
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
Exhibit A Agreement and Plan of Reorganization dated as of Incorporated by reference
April 16, 1996 by and among the Issuer, to Exhibit B of the
Operating, the Stockholders of Operating and definitive proxy statement
Buddy Young of the Issuer filed with
the Securities and
Exchange Commission on
June 10, 1996
Page 7 of 7 Pages
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