<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
METALCLAD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591142194
(CUSIP Number)
The Ennismore Corporation, 24 De Castro Street, Wickhams Cay 1,
Road Town, Tortola, British Virgin Islands
(Names, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 1, 1999
(Date of Event which Requires Filing of this Statement)
<PAGE> 2
SCHEDULE 13D
CUSIP No 591142194 Page 2 of 15
1. Name of Reporting Person
SS or IRS Identification No of Above Person
PURBROOK CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
2. Check the appropriate Box if member of a group YES
3. sec use only
4. source of funds
WC
5. check box if disclosure of legal proceedings is required pursuant to
items 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
PANAMA
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
370,324
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,324
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
8.47%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 3
SCHEDULE 13D
CUSIP No 591142194 Page 3 of 15
1. Name of Reporting Person
SS or IRS Identification No of Above Person
THE ENNISMORE CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
2. Check the appropriate Box if member of a group YES
3. sec use only
4. source of funds
WC
5. check box if disclosure of legal proceedings is required pursuant to
items 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
549,844 OF WHICH 370,324 ARE HELD BY REPORTING
PERSONS ON PAGES 2
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,844 OF WHICH 370,324 ARE HELD BY REPORTING
PERSONS ON PAGES 2
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
12.08%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 4
AMENDMENT NO.2 TO THE
STATEMENT ON SCHEDULE 13D
METALCLAD CORPORATION
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value US$.01 per share
(the "Common Stock") of Metalclad Corporation (the "Issuer whose
principal executive offices are located at 2 Corporate Plaza, Suite
125, Newport Beach, CA 92660, USA.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No.2 to Statement on Schedule 13D (the "Statement") is
filed with respect to an Event on 1st July, 1999, and is filed by The
Ennismore Corporation who pursuant to 13(d)(3) of the Securities
Exchange Act of 1934, as amended, is deemed to be the ultimate
beneficial owner of all of the Common Stock of the Issuer owned by all
of the following persons who are a group.
(a) Purbrook Corporation
Purbrook Corporation is incorporated under the laws of Panama. The
principal business of Purbrook Corporation is to act as an investment
company. The address of its principal business and its principal office
is:
Edificio de Banco do Brasil
Calle Elvira Mendez 10
Panama
Republic of Panama
<PAGE> 5
The names, titles, citizenship and business addresses of the directors
and executive officers of Purbook Corporation are set out below:
<TABLE>
<CAPTION>
Name & Position Citizenship Business Address
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
Director 7-9 St James's Street
London SW1 1EE
England
C. Edmonds Allen United States Compass International
Director 130 East 59th Street
New York, NY 10022
United States
Edgar Aronson United States Suite 512
Director 551 Fifth Avenue
New York, NY 10176
United States
</TABLE>
There are no other executive officers or directors of Purbook
Corporation.
During the last five years, neither Purbook Corporation nor any of its
directors or officers has been convicted in any criminal proceeding.
During the last five years, neither Purbook Corporation nor any of its
directors or officers has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction, the result
of which was or is a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
<PAGE> 6
(b) The Ennismore Corporation
The Ennismore Corporation is incorporated under the laws of The British
Virgin Islands. The principal business of The Ennismore Corporation is
as an investment holding company. The address of its principal business
and its principal office is:
24 De Castro Street
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
The names, titles, citizenship and business addresses of the directors
and executive officers of The Ennismore Corporation are set out below:
<TABLE>
<CAPTION>
Name & Position Business Address
--------------- ----------------
<S> <C>
First Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Second Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Name & Position Business Address
<S> <C>
Third Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
</TABLE>
There are no other executive officers or directors of The Ennismore
Corporation.
During the last five years, neither The Ennismore Corporation nor any
of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither The Ennismore
Corporation nor any of its directors or officers has been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction, the result of which was or is a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Purbrook Corporation
During the period from December 31, 1998 to July 1, 1999, the aggregate
amount of funds used by Purbrook Corporation to purchase securities of
the Issuer was $36,647.75 and all such securities were purchased using
funds from working capital and proceeds of the sale of securities of
the Issuer.
(b) The Ennismore Corporation
During the period from December 31, 1998 to July 1, 1999, the aggregate
amount of funds used by The Ennismore Corporation to purchase
securities of the Issuer was $14,312.50 and all such securities were
purchased using funds from working capital and proceeds of the sale of
securities of the Issuer.
<PAGE> 8
ITEM 4. PURPOSE OF TRANSACTION
(a) Purbrook Corporation
Purbrook Corporation acquired the securities of the Issuer for
investment purposes. Such securities were not acquired for the purpose
of, and do not have the effect of, changing the control of the Issuer
and were not acquired in connection with, or as a participant in, any
transaction having such purpose or effect.
(b) The Ennismore Corporation
The Ennismore Corporation acquired the securities of the Issuer for
investment purposes. Such securities were not acquired for the purpose
of, and do not have the effect of, changing the control of the Issuer
and were not acquired in connection with, or as a participant in, any
transaction having such purpose or effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
For the purposes of the disclosure in this Item 5, the following
abbreviations are used in Schedule 1 attached hereto and incorporated
herein:
PURB - Purbrook Corporation
ENNIS - The Ennismore Corporation
A list of the transactions in shares in common stock of the Issuer and
warrants to purchase shares of common stock of the Issuer during the
period from December 31, 1998 to July 1, 1999 is set out on Schedule 1
attached hereto and incorporated herein. It should be noted that on 1st
July 1999 there was a reverse 10:1 stock split and the final number of
shares and warrants owned by Purbrook Corporation and The Ennismore
Corporation at July 1, 1999 reported in this Amendment No.2 reflect
such reverse stock split
<PAGE> 9
Transactions on Schedule 1 numbered 3,4,11,12,14,15,24,25,28 & 29 were
exercises of warrants to purchase shares of the Common Stock of the
Issuer. Transactions on Schedule 1 numbered 13,17,26 & 30 were warrants
to purchase shares of the Common Stock issued as replacements for
warrants previously exercised. Transactions on Schedule 1 numbered
1,2,5,6,7,8,9,10,16,18,19,20,21,22,23 & 27 were private transactions
outside the United States.
A summary of the positions of each of the reporting persons is set out
below.
(a) Purbrook Corporation
On 31st December, 1998, Purbrook Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 3,703,239
shares of Common Stock of the Issuer (10.81%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 3,703,239
shares of Common Stock of the Issuer (10.81%).
On 1st July, 1999, Purbrook Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 370,324
shares of Common Stock of the Issuer (8.47%); and
<PAGE> 10
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 370,234 shares
of Common Stock of the Issuer (8.47%).
(b) The Ennismore Corporation
On 31st December, 1998, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 1,795,200
shares of Common Stock of the Issuer (5.55%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 1,795,000
shares of Common Stock of the Issuer (5.55%).
On 1st July, 1999, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 179,520
shares of Common Stock of the Issuer (4.30%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 179,520 shares
of Common Stock of the Issuer (4.30%).
<PAGE> 11
(c) As a Group
On 31st December, 1998, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraph (a)
above but which The Ennismore Corporation was deemed to beneficially
own within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 as amended and (ii) held by The Ennismore Corporation
directly as described in paragraph (b) above, totalled 5,498,439 shares
(15.24%), which number includes the 5,498,439 shares (15.24%) of the
Common Stock of the Issuer obtainable upon the exercise in full of all
of the warrants held The Purbrook Corporation as described above.
On 1st July, 1999, the aggregate number of shares of the Common Stock
of the Issuer held (i) by the entities described in paragraph (a) above
but which The Ennismore Corporation was deemed to beneficially own
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934 as amended and (ii) held by The Ennismore Corporation directly
as described in paragraph (b) above, totalled 549,844 shares (12.08%),
which number includes the 549,844 shares (12.08%) of the Common Stock
of the Issuer obtainable upon the exercise in full of all of the
warrants held The Purbrook Corporation as described above.
On 1st July, 1999, the aggregate number of shares of the Common Stock
and warrants to purchase shares of Common Stock of the Issuer (i) by
the entities described in paragraph (a) above but which The Ennismore
Corporation was deemed to have sole power to vote and sole power to
dispose of within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 as amended and (ii) held by The Ennismore
Corporation directly as described in paragraph (b) above was as
follows:
(i) sole power to vote and sole power to dispose of a net amount
of nil shares (0.00%) of the Common Stock of the Issuer;
(ii) sole power to dispose of warrants to purchase a total of
549,844 shares (12.08%) of the Common Stock of the Issuer; and
<PAGE> 12
(iii) upon exercise of all of the warrants in full for a total of
549,844 shares (12.08%) of the Common Stock of the Issuer,
sole power to vote and sole power to dispose of 549,844 shares
(12.08%) of the Common Stock of the Issuer.
The aggregate numbers of shares of the Common Stock of the Issuer shown in this
Item 5 as held as a group is in all cases the net number resulting from the
addition of the number of shares of the Common Stock of the Issuer held for
investment and the number of shares of the Common Stock of the Issuer held for
market-making purposes by the various entities and individual comprising the
group.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
Not applicable
<PAGE> 13
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.
The Ennismore Corporation
Dated: 21 March 2000 By: /s/ Suzanne J. Dionne
Name: SUZANNE J. DIONNE
Title: Director
<PAGE> 14
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No.2 to the Statement
on Schedule 13D with respect to the shares of Common Stock, par value
$0.10 per share, of Metalclad Corporation is, and any further
amendments thereto executed on behalf of each of us by The Ennismore
Corporation shall be, filed on behalf of each of us by The Ennismore
Corporation pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934 as amended.
This Agreement may be executed in separate counterparts by each of the
undersigned, each of which counterparts shall be an original but all of
which, taken together, shall constitute but one and the same
instrument. It shall not be necessary that each of the undersigned sign
any one counterpart.
Dated as of
1st July, 1999 Purbrook Corporation
By: /s/ Herbert Oakes
Name: HERBERT OAKES
Title: Director
Dated as of
1st July, 1999 The Ennismore Corporation
By: /s/ Suzanne J. Dionne
Name: SUZANNE J. DIONNE
Title: Director
<PAGE> 15
SCHEDULE 1
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<C> <C> <C> <C> <C> <C>
29-Jan-99 1 PURB 7,091 0.34375
02-Feb-99 2 PURB 17,500 0.3125
02-Feb-99 3 ENNIS 26000 0.25
02-Feb-99 4 ENNIS 26000 0.25
02-Feb-99 5 ENNIS 8750 0.3125
03-Feb-99 6 ENNIS 8750 0.3125
03-Feb-99 7 ENNIS 8500 0.3125
03-Feb-99 8 PURB 17,500 0.3125
08-Feb-99 9 PURB 17,000 0.3125
09-Feb-99 10 PURB 12,500 0.28125
09-Feb-99 11 PURB 59,091 0.25
09-Feb-99 12 PURB 59,091 0.25
09-Feb-99 13 PURB 59,091 0
09-Feb-99 14 ENNIS 31250 0.25
09-Feb-99 15 ENNIS 31250 0.25
09-Feb-99 16 ENNIS 6250 0.28125
09-Feb-99 17 ENNIS 57250 0
10-Feb-99 18 PURB 22,500 0.28125
10-Feb-99 19 ENNIS 11250 0.28125
11-Feb-99 20 PURB 17,500 0.28125
11-Feb-99 21 ENNIS 8750 0.28125
12-Feb-99 22 PURB 10,000 0.28125
12-Feb-99 23 ENNIS 5000 0.28125
16-Feb-99 24 PURB 62,500 0.25
16-Feb-99 25 PURB 62,500 0.25
16-Feb-99 26 PURB 62,500 0
08-Apr-99 27 PURB 25,000 0.28125
08-Apr-99 28 PURB 25,000 0.25
08-Apr-99 29 PURB 25000 0.25
08-Apr-99 30 PURB 25000 0
</TABLE>
<PAGE> 16
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
METALCLAD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591142194
(CUSIP Number)
The Ennismore Corporation, 24 De Castro Street, Wickhams Cay 1,
Road Town, Tortola, British Virgin Islands
(Names, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
<PAGE> 17
SCHEDULE 13D
CUSIP No 591142194 Page 2 of 13
1. Name of Reporting Person
SS or IRS Identification No of Above Person
PURBROOK CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
2. Check the appropriate Box if member of a group YES
3. sec use only
4. source of funds
WC
5. check box if disclosure of legal proceedings is required pursuant to
items 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
PANAMA
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
3,703,239
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,703,239
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
10.81%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 18
SCHEDULE 13D
CUSIP No 591142194 Page 3 of 13
1. Name of Reporting Person
SS or IRS Identification No of Above Person
THE ENNISMORE CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
2. Check the appropriate Box if member of a group YES
3. sec use only
4. source of funds
WC
5. check box if disclosure of legal proceedings is required pursuant to
items 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
5,497,439 OF WHICH 3,703,239 ARE HELD BY REPORTING
PERSONS ON PAGES 2
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,498,439 OF WHICH 3,703,239 ARE HELD BY REPORTING
PERSONS ON PAGES 2
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
15.24%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 19
AMENDMENT NO.1 TO THE
STATEMENT ON SCHEDULE 13D
METALCLAD CORPORATION
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value US$.01 per share
(the "Common Stock") of Metalclad Corporation (the "Issuer whose
principal executive offices are located at 2 Corporate Plaza, Suite
125, Newport Beach, CA 92660, USA.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No.1 to Statement on Schedule 13D (the "Statement") is
filed with respect to an Event on 31st December, 1998, and is filed by
The Ennismore Corporation who pursuant to 13(d)(3) of the Securities
Exchange Act of 1934, as amended, is deemed to be the ultimate
beneficial owner of all of the Common Stock of the Issuer owned by all
of the following persons who are a group.
(a) Purbrook Corporation
Purbrook Corporation is incorporated under the laws of Panama. The
principal business of Purbrook Corporation is to act as an investment
company. The address of its principal business and its principal office
is:
Edificio de Banco do Brasil
Calle Elvira Mendez 10
Panama
Republic of Panama
<PAGE> 20
The names, titles, citizenship and business addresses of the directors
and executive officers of Purbook Corporation are set out below:
<TABLE>
<CAPTION>
Name & Position Citizenship Business Address
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
Director 7-9 St James's Street
London SW1 1EE
England
C. Edmonds Allen United States Compass International
Director 130 East 59th Street
New York, NY 10022
United States
Edgar Aronson United States Suite 512
Director 551 Fifth Avenue
New York, NY 10176
United States
</TABLE>
There are no other executive officers or directors of Purbook
Corporation.
During the last five years, neither Purbook Corporation nor any of its
directors or officers has been convicted in any criminal proceeding.
During the last five years, neither Purbook Corporation nor any of its
directors or officers has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction, the result
of which was or is a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
<PAGE> 21
(b) The Ennismore Corporation
The Ennismore Corporation is incorporated under the laws of The British
Virgin Islands. The principal business of The Ennismore Corporation is
as an investment holding company. The address of its principal business
and its principal office is:
24 De Castro Street
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
The names, titles, citizenship and business addresses of the directors
and executive officers of The Ennismore Corporation are set out below:
<TABLE>
<CAPTION>
Name & Position Business Address
<S> <C>
First Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Second Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
Name & Position Business Address
<S> <C>
Third Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
</TABLE>
There are no other executive officers or directors of The Ennismore
Corporation.
During the last five years, neither The Ennismore Corporation nor any
of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither The Ennismore
Corporation nor any of its directors or officers has been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction, the result of which was or is a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
During the period from 9th November, 1998 to 31st December, 1998
Purbrook Corporation did not purchase any securities of the Issuer.
During the period from 9th November, 1998 to 31st December, 1998 The
Ennismore Corporation did not purchase any securities of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
(a) Purbrook Corporation
During the period from 9th November, 1998 to 31st December, 1998
Purbrook Corporation acquired 2,249,574 warrants to purchase Common
Stock of the Issuer due to a restructuring of the warrants by the
Issuer.
<PAGE> 23
(b) The Ennismore Corporation
During the period from 9th November, 1998 to 31st December, 1998 The
Ennismore Corporation acquired 1,115,200 warrants to purchase Common
Stock of the Issuer due to a restructuring of the warrants by the
Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Purbrook Corporation
On 9th November, 1998, Purbrook Corporation:
(i) had sole power to vote and sole power to dispose of nil
shares of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 1,453,665
shares of Common Stock of the Issuer (4.56%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 1,453,665
shares of Common Stock of the Issuer (4.56%).
On 31st December, 1998, Purbrook Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 3,703,239
shares of Common Stock of the Issuer (10.81%); and
<PAGE> 24
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 3,703,239
shares of Common Stock of the Issuer (10.81%).
(b) The Ennismore Corporation
On 9th November, 1998, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 680,000
shares of Common Stock of the Issuer (2.18%); and
would have, upon exercise of the warrants in full, sole power to vote
and sole power to dispose of a total of 680,000 shares of Common Stock
of the Issuer (2.18%).
On 31st December, 1998, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 1,795,200
shares of Common Stock of the Issuer (5.55%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote
<PAGE> 25
and sole power to dispose of a total of 1,795,200
shares of Common Stock of the Issuer (5.55%).
(c) As a Group
On 9th November, 1998, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraph (a)
above but which The Ennismore Corporation was deemed to beneficially
own within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 as amended and (ii) held by The Ennismore Corporation
directly as described in paragraph (b) above, totalled 2,133,665 shares
(6.55%), which number includes the 2,133,665 shares (6.55%) of the
Common Stock of the Issuer obtainable upon the exercise in full of all
of the warrants held The Purbrook Corporation as described above.
On 31st December, 1998, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraph (a)
above but which The Ennismore Corporation was deemed to beneficially
own within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 as amended and (ii) held by The Ennismore Corporation
directly as described in paragraph (b) above, totalled 5,498,439 shares
(15.24%), which number includes the 5,498,439 shares (15.24%) of the
Common Stock of the Issuer obtainable upon the exercise in full of all
of the warrants held The Purbrook Corporation as described above.
On 31st December, 1998, the aggregate number of shares of the Common
Stock and warrants to purchase shares of Common Stock of the Issuer (i)
by the entities described in paragraph (a) above but which The
Ennismore Corporation was deemed to have sole power to vote and sole
power to dispose of within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 as amended and (ii) held by The
Ennismore Corporation directly as described in paragraph (b) above was
as follows:
<PAGE> 26
(i) sole power to vote and sole power to dispose of a net amount
of nil shares (0.00%) of the Common Stock of the Issuer;
(ii) sole power to dispose of warrants to purchase a total of
5,498,439 shares (15.24%) of the Common Stock of the Issuer;
and
(iii) upon exercise of all of the warrants in full for a total of
5,498,439 shares (15.24%) of the Common Stock of the Issuer,
sole power to vote and sole power to dispose of 5,498,439
shares (15.24%) of the Common Stock of the Issuer.
The aggregate numbers of shares of the Common Stock of the Issuer shown in this
Item 5 as held as a group is in all cases the net number resulting from the
addition of the number of shares of the Common Stock of the Issuer held for
investment and the number of shares of the Common Stock of the Issuer held for
market-making purposes by the various entities and individual comprising the
group.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
Not applicable
<PAGE> 27
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.
The Ennismore Corporation
Dated: 21 March 2000 By: /s/ Suzanne J. Dionne
Name: SUZANNE J. DIONNE
Title: Director
<PAGE> 28
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No.1 to the Statement
on Schedule 13D with respect to the shares of Common Stock, par value
$0.10 per share, of Metalclad Corporation is, and any further
amendments thereto executed on behalf of each of us by The Ennismore
Corporation shall be, filed on behalf of each of us by The Ennismore
Corporation pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934 as amended.
This Agreement may be executed in separate counterparts by each of the
undersigned, each of which counterparts shall be an original but all of
which, taken together, shall constitute but one and the same
instrument. It shall not be necessary that each of the undersigned sign
any one counterpart.
Dated as of
31st December, 1998 Purbrook Corporation
By: /s/ Herbert Oakes
Name: HERBERT OAKES
Title: Director
Dated as of
31st December, 1998 The Ennismore Corporation
By: /s/ Suzanne J. Dionne
Name: SUZANNE J. DIONNE
Title: Director
<PAGE> 29
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
METALCLAD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591142194
(CUSIP Number)
The Ennismore Corporation, 24 De Castro Street, Wickhams Cay 1,
Road Town, Tortola, British Virgin Islands
(Names, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 9, 1998
(Date of Event which Requires Filing of this Statement)
<PAGE> 30
SCHEDULE 13D
CUSIP No 591142194 Page 2 of 12
1. Name of Reporting Person
SS or IRS Identification No of Above Person
PURBROOK CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
2. Check the appropriate Box if member of a group YES
3. sec use only
4. source of funds
WC
5. check box if disclosure of legal proceedings is required pursuant to
items 2(d) OR 2 (e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
PANAMA
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
1,453,665
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,665
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
4.56%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 31
SCHEDULE 13D
CUSIP No 591142194 Page 3 of 12
1. Name of Reporting Person
SS or IRS Identification No of Above Person
THE ENNISMORE CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
2. Check the appropriate Box if member of a group YES
3. sec use only
4. source of funds
WC
5. check box if disclosure of legal proceedings is required pursuant to
items 2(d) OR 2 (e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7. SOLE VOTING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
2,133,665 OF WHICH 1,453,665 ARE HELD BY REPORTING
PERSONS ON PAGES 2
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,133,665 OF WHICH 1,453,665 ARE HELD BY REPORTING
PERSONS ON PAGES 2
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
6.55%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 32
STATEMENT ON SCHEDULE 13D
METALCLAD CORPORATION
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value US$.01 per share
(the "Common Stock") of Metalclad Corporation (the "Issuer whose
principal executive offices are located at 2 Corporate Plaza, Suite
125, Newport Beach, CA 92660, USA.
ITEM 2. IDENTITY AND BACKGROUND
This Statement on Schedule 13D (the "Statement") is filed with respect
to an Event on 9th November, 1998, and is filed by The Ennismore
Corporation who pursuant to 13(d)(3) of the Securities Exchange Act of
1934, as amended, is deemed to be the ultimate beneficial owner of all
of the Common Stock of the Issuer owned by all of the following persons
who are a group.
(a) Purbrook Corporation
Purbrook Corporation is incorporated under the laws of Panama. The
principal business of Purbrook Corporation is to act as an investment
company. The address of its principal business and its principal office
is:
Edificio de Banco do Brasil
Calle Elvira Mendez 10
Panama
Republic of Panama
The names, titles, citizenship and business addresses of the directors
and executive officers of Purbook Corporation are set out below:
<PAGE> 33
<TABLE>
<CAPTION>
Name & Position Citizenship Business Address
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
Director 7-9 St James's Street
London SW1 1EE
England
C. Edmonds Allen United States Compass International
Director 130 East 59th Street
New York, NY 10022
United States
Edgar Aronson United States Suite 512
Director 551 Fifth Avenue
New York, NY 10176
United States
</TABLE>
There are no other executive officers or directors of Purbook
Corporation.
During the last five years, neither Purbook Corporation nor any of its
directors or officers has been convicted in any criminal proceeding.
During the last five years, neither Purbook Corporation nor any of its
directors or officers has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction, the result
of which was or is a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
<PAGE> 34
(b) The Ennismore Corporation
The Ennismore Corporation is incorporated under the laws of The British
Virgin Islands. The principal business of The Ennismore Corporation is
as an investment holding company. The address of its principal business
and its principal office is:
24 De Castro Street
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
The names, titles, citizenship and business addresses of the directors
and executive officers of The Ennismore Corporation are set out below:
<TABLE>
<CAPTION>
Name & Position Business Address
--------------- ----------------
<S> <C>
First Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Second Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
Name & Position Business Address
--------------- ----------------
<S> <C>
Third Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
</TABLE>
There are no other executive officers or directors of The Ennismore
Corporation.
During the last five years, neither The Ennismore Corporation nor any
of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither The Ennismore
Corporation nor any of its directors or officers has been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction, the result of which was or is a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On 9th November, 1998 Purbrook Corporation used $7,268.32 from its
working capital to purchase 1,453,665 warrants to purchase Common Stock
of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Purbrook Corporation acquired the securities of the Issuer for
investment purposes. Such securities were not acquired for the purpose
of, and do not have the effect of, changing the control of the Issuer
and were not acquired in connection with, or as a participant in, any
transaction having such purpose or effect.
<PAGE> 36
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Purbrook Corporation
During the 60 day period prior to 9th November, 1998, Purbrook
Corporation did not make any transactions in securities of the Issuer.
On 9th November, 1998, Purbrook Corporation purchased 1,453,665
warrants to purchase Common Stock of the Issuer.
On 9th November, 1998 the number of shares of Common Stock of the
Issuer issued and outstanding was 30,450,622.
On 9th November, 1998, Purbrook Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 1,453,665
shares of Common Stock of the Issuer (4.56%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 1,453,665
shares of Common Stock of the Issuer (4.56%).
(b) The Ennismore Corporation
During the 60 day period prior to 9th November, 1998, The Ennismore
Corporation did not make any transactions in securities of the Issuer.
<PAGE> 37
Prior to 9th November, 1998, The Ennismore Corporation owned 680,000
warrants to purchase Common Stock of the Issuer.
On 9th November, 1998, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of nil shares
of Common Stock of the Issuer (0%); and
(ii) had sole power to dispose of warrants to purchase 680,000
shares of Common Stock of the Issuer (2.18%); and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a total of 680,000 shares
of Common Stock of the Issuer (2.18%).
(c) As a Group
On November 9, 1998, the aggregate number of shares of the Common Stock
of the Issuer held (i) by the entities described in paragraph (a) above
but which The Ennismore Corporation was deemed to beneficially own
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934 as amended and (ii) held by The Ennismore Corporation directly
as described in paragraph (b) above, totalled 2,133,665 shares (6.55%),
which number includes the 2,133,665 shares (6.55%) of the Common Stock
of the Issuer obtainable upon the exercise in full of all of the
warrants held The Purbrook Corporation as described above.
On November 9, 1998, the aggregate number of shares of the Common Stock
and warrants to purchase shares of Common Stock of the Issuer (i) by
the entities described in paragraph (a) above but which The Ennismore
Corporation was deemed to have sole power to vote and sole power to
dispose of within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 as amended and (ii) held by The Ennismore
Corporation directly as described in paragraph (b) above was as
follows:
<PAGE> 38
(i) sole power to vote and sole power to dispose of a net amount
of nil shares (0.00%) of the Common Stock of the Issuer;
(ii) sole power to dispose of warrants to purchase a total of
2,133,665 shares (6.55%) of the Common Stock of the Issuer;
and
(iii) upon exercise of all of the warrants in full for a total of
2,133,665 shares (6.55%) of the Common Stock of the Issuer,
sole power to vote and sole power to dispose of 2,133,665
shares (6.55%) of the Common Stock of the Issuer.
The aggregate numbers of shares of the Common Stock of the Issuer shown in this
Item 5 as held as a group is in all cases the net number resulting from the
addition of the number of shares of the Common Stock of the Issuer held for
investment and the number of shares of the Common Stock of the Issuer held for
market-making purposes by the various entities and individual comprising the
group.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
Not applicable
<PAGE> 39
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.
The Ennismore Corporation
Dated: 21 March 2000 By: /s/ Suzanne J. Dionne
Name: SUZANNE J. DIONNE
Title: Director
<PAGE> 40
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D with
respect to the shares of Common Stock, par value $0.10 per share, of
Metalclad Corporation is, and any further amendments thereto executed
on behalf of each of us by The Ennismore Corporation shall be, filed on
behalf of each of us by The Ennismore Corporation pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities
Exchange Act of 1934 as amended.
This Agreement may be executed in separate counterparts by each of the
undersigned, each of which counterparts shall be an original but all of
which, taken together, shall constitute but one and the same
instrument. It shall not be necessary that each of the undersigned sign
any one counterpart.
Dated as of
November 9, 1998 Purbrook Corporation
By: /s/ Herbert Oakes
Name: HERBERT OAKES
Title: Director
Dated as of
November 9, 1998 The Ennismore Corporation
By: /s/ Suzanne J. Dionne
Name: SUZANNE J. DIONNE
Title: Director
