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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Metalclad Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
591142 10 4
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(CUSIP Number)
Donald B. Shafto, Esq., Gilmartin, Poster & Shafto,
One William Street, New York, NY 10004 (212)425-3220
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 24, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 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 provision of the act (however, see
the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746 (2-98)
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SCHEDULE 13D
CUSIP NO. 591142 10 4 PAGE 2 OF 8 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Ultra Pacific Holdings S.A.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /X/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Liberia
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7. SOLE VOTING POWER
NUMBER OF
SHARES 4,253,286 shares of common stock - 11.25%
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
4,253,286
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,253,286
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.25
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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SCHEDULE 13D
CUSIP NO. 591142 10 4 PAGE 3 OF 8 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sundial International Fund Limited
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /X/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7. SOLE VOTING POWER
NUMBER OF
SHARES 6,781,302 shares of common stock - 16.92%
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
6,781,302
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,781,302
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.92
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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SCHEDULE 13D
CUSIP NO. 591142 10 4 PAGE 4 OF 8 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
The Jan Chr. G. Sundt Family Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /X/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Channel Islands
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7. SOLE VOTING POWER
NUMBER OF
SHARES 3,496,962 shares of common stock - 9.57%
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
3,496,962
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,496,962
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.57
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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SCHEDULE 13D
CUSIP NO. 591142 10 4 PAGE 5 OF 8 PAGES
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Jan Chr. G. Sundt
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /X/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norwegian
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7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,531,550 Shares of Common Stock
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.92
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14. TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
IN
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
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Schedule 13D
1. Security and Issuer
Common Stock
Metalclad Corporation
2 Corporate Plaza
Suite 125
Newport Beach, CA 92660
2. Identity and Background
- Ultra Pacific Holdings S.A.
Republic of Liberia
Holding company
80 Broad Street
Monrovia, Liberia
(d) No
(e) No
- Sundial International Fund Limited
Cayman Islands
Holding company
c/o Compass Trustees Limited
P.O. Box 611
Cater Allen House
Commercial Street
St. Helier, Jersey JE4 5X2
Channel Islands
(d) No
(e) No
- The Jan Chr. G. Sundt Family Trust
Channel Islands
Trust
Cater Allen Trust Company (Jersey) Limited, Trustee
P.O. Box 611
Cater Allen House
Commercial Street
St. Helier, Jersey JE4 5X2
Channel Islands
(d) No
(e) No
- (a) Jan Chr. G. Sundt
(b) Luddesdown Court Lodge
Luddesdown, Near Cobham
Kent DA13 OXE
England
(c) Investor
(d) No
(e) No
(f) Norwegian
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3. Source and Amount of Funds or Other Consideration
Personal funds of Jan Chr. G. Sundt
4. Purpose of Transaction
Solely passive investment
5. Interest in Securities of the Issuer
(a) Ultra Pacific Holdings S.A. directly owns an aggregate
4,253,286 shares or 11.25% of common stock of Metalclad
Corporation, 4,064,286 of which there is a right to
acquire.
Sundial International Fund Limited directly owns an aggregate
6,781,302 shares or 16.92% of common stock of Metalclad
Corporation, 6,342,857 of which there is a right to acquire.
The Jan Chr. G. Sundt Family Trust (i) directly owns
3,496,962 shares of common stock (2,862,000 of which there is
a right to acquire) and (ii) indirectly (through its
ownership of 67% of Sundial) owns 4,774,877 shares of common
stock (4,249,714 of which there is a right to acquire), or a
total of 8,271,839 shares or an aggregate 20% (or 9.6% if
shares and rights to acquire owned through Sundial are not
counted) of common stock of Metalclad Corporation.
Jan Chr. G. Sundt indirectly owns an aggregate 14,531,550 or
30.92% of common stock of Metalclad Corporation, 13,269,143 of
which there is a right to acquire through (i) his ownership of
100% of Ultra Pacific, (ii) the ownership by three of his
children of 33% of Sundial, and (iii) his status as sole
beneficiary of the Family Trust.
(b) Each of Ultra Pacific Holdings S.A., Sundial
International Fund Limited and The Jan Chr. G. Sundt
Family Trust have the sole power to vote or to direct
the vote of all shares of common stock of Metalclad
including those shares of which there is a right to
acquire solely and have the sole power to vote or
direct the vote of such securities, there being no
shared power to vote or direct the vote, and each has
the sole power to dispose or to direct the disposition
of such securities, there being no shared power to
dispose or direct the disposition of such securities.
Mr. Jan Chr. G. Sundt has no power to vote or direct
the vote and no power to dispose or direct the
disposition of securities, Mr. Sundt being included as
a reporting person hereunder solely by reason of his
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ultimate 100% beneficial ownership of Ultra Pacific, the
ownership of 33% of Sundial by three of his children and his
status as sole beneficiary of The Family Trust.
(c) There have been no transactions in the securities
reported in item 5(a), directly or indirectly, by any
of Ultra Pacific, Sundial, The Family Trust or Jan Chr.
G. Sundt within the past 60 days, except that (i) on February
24, 1999 the numer of shares of common stock which Ultra
Pacific had a right to acquire was 4,253,286 shares pursuant
to anti-dilution clauses contained in the issuer's warrants
and convertible notes, and on February 25, 1999 Ultra Pacific
acquired an aggregate 189,000 of the shares which it had a
right to acquire by payment to the issuer of $47,250, leaving
it with a right to acquire 4,064,286 shares, (ii) on February
24, 1999 the number of shares of common stock which Sundial
had a right to acquire was 6,692,857 shares pursuant to
anti-dilution clauses contained in the issuer's warrants and
convertible notes, and on February 25, 1999 Sundial acquired
350,000 of the shares which it had a right to acquire by
payment to the issuer of $87,500, leaving it with a right to
acquire 6,342,857 shares, and (iii) on February 24, 1999 the
number of shares of common stock which The Family Trust had a
right to acquire was 3,300,000 shares pursuant to
anti-dilution clauses contained in the issuer's warrants, and
on February 25, 1999 The Family Trust acquired 438,000 of the
shares which it had a right to acquire by payment to the
issuer of $109,500, leaving it with a right to acquire
2,862,000 shares, so that an aggregate 977,000 shares of
common stock were acquired as indicated on February 25, 1999
for an aggregare purchase price of $244,250 which was paid in
full to the issuer on February 25, 1999. The increase in the
number of shares occurred pursuant to anti-dilution terms
contained in the original warrants and notes. All of the
warrants were acquired more than six months preceding the
date on which certain of the warrants were exercised and the
anti-dilution clauses contained therein were immediately
operative on the date of original issuance. The convertible
notes were originally issued on December 31, 1997 and became
unconditionally convertible on February 20, 1998, at which
time the anti-dilution clauses contained therein also became
unconditionally operative. No securities or derivative
securities of the issuer of any kind have been acquired from
the issuer or any other person within more than six months
from the date of exercise of said warrants, the acquisition
of shares pursuant to the exercise of said warrants relating
back to the date of acquisition of the original warrants.
Furthermore, no sales or other dispositions of any securities
or derivative securities of the issuer occurred within
said six month period. In addition, Ultra sold in the open
market a total of 442,805 shares during the period February
24 through March 8, 1999 and Sundial sold a total of
372,555 shares during the period beginning March 10, 1999 and
and ending March 22, 1999. No sales have been made from March
22, 1999 through and including the date of filing.
(d) No other person other than Ultra Pacific, Sundial and The
Family Trust have the right to receive or the power to direct
the receipt of dividends from or the proceeds from the sale of
securities of Metalclad reported in item 5(a) above.
(e) Inapplicable.
6. Contracts, Arrangements, Understandings or
Relationships to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
item 2 or between such persons or any person with respect to
any securities of Metalclad, including but not limited to
transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, provided, however, that
Metalclad as borrower and Ultra Pacific and Sundial as lenders
purchased for an aggregate purchase price of $1,500,000
($500,000 from Ultra Pacific and $1,000,000 from Sundial) zero
coupon notes on December 31, 1997 at par, which notes are
convertible into shares of the common stock of Metalclad, such
conversion rights being included in the total number of shares
of Metalclad of which there is a right to acquire as set forth
in item 5(a) with respect to Ultra Pacific and Sundial.
7. Material to be filed as Exhibits
There are no agreements, contracts, arrangements,
understandings, plans or proposals existing with respect to
the matters set forth in subdivisions (1), (2) and (3) under
item 7 and accordingly there are no such exhibits.
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