<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.5)
METALCLAD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591142194
(CUSIP Number)
Herbert Lee Oakes, Jr., Oakes, Fitzwilliams & Co., Byron House,
7-9 St James's Street, London SW1A 1EE, England
(Names, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 26, 1999
(Date of Event which Requires Filing of this Statement)
<PAGE> 2
SCHEDULE 13D
CUSIP No 591142194 Page 2 of 20
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
OAKES, FITZWILLIAMS & CO. LIMITED
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
UNITED KINGDOM
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
446,464
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,464
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
8.95%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 3
SCHEDULE 13D
CUSIP No 591142194 Page 3 of 20
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
OAKES, FITZWILLIAMS EXECUTIVE DEATH BENEFIT &
RETIREMENT SCHEME NO.2
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
UNITED KINGDOM
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
19,800
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,800
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
0.43%
14. TYPE OF REPORTING PERSON
EP
<PAGE> 4
SCHEDULE 13D
CUSIP No 591142194 Page 4 of 20
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
HERBERT L OAKES, JR
S.S. NUMBER: 408 709 755
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
UNITED STATES OF AMERICA
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
466,264 OF WHICH 466,264 ARE HELD BY REPORTING
PERSONS ON PAGES 2 THROUGH 3
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,264 OF WHICH 466,264 ARE HELD BY REPORTING
PERSONS ON PAGES 2 THROUGH 3
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
9.31%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 5
AMENDMENT NO.5 TO THE
STATEMENT ON SCHEDULE 13D
METALCLAD CORPORATION
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value US$0.10 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.5 to Statement on Schedule 13D (the "Amendment") is
filed with respect to an Event on 26 November, 1999 and is filed by
Herbert Lee Oakes, Jr. 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) Oakes, Fitzwilliams & Co. Limited
Oakes, Fitzwilliams & Co. Limited is incorporated under the laws of
England. The principal business of Oakes, Fitzwilliams & Co. Limited is
to act as investment advisor and stockbroker. The address of its
principal business and its principal office is:
Byron House
7- 9 St James's Street
London SW1A 1EE
England
The names, titles, citizenship and business addresses of the directors
and executive officers of Oakes, Fitzwilliams & Co. Limited are set out
below:
<PAGE> 6
<TABLE>
<CAPTION>
Name & Position Citizenship Business Address
--------------- ----------- ----------------
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
Director and Secretary 7-9 St James's Street
London SW1 1EE
England
Duncan Fitzwilliams United Kingdom Byron House
Director 7-9 St James's Street
London SW1 1EE
England
Robert Mackenzie United Kingdom Byron House
Director 7-9 St James's Street
London SW1 1EE
England
</TABLE>
There are no other executive officers or directors of Oakes,
Fitzwilliams & Co. Limited.
During the last five years, neither Oakes, Fitzwilliams & Co. Limited
nor any of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither Oakes, Fitzwilliams &
Co. Limited 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.
(b) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two
is a self administered pension scheme established under and governed by
English law. The sole beneficiary of scheme No. Two is Herbert Lee
Oakes, Jr.
<PAGE> 7
The address of Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two is
c/o Oakes, Fitzwilliams & Co. Limited
Byron House
7- 9 St James's Street
London SW1A 1EE
England
The names, titles, citizenship and business addresses of the trustees
of Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme No.
Two are set out below:
<TABLE>
<CAPTION>
Name Citizenship Business Address
---- ----------- ----------------
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
7-9 St James's Street
London SW1 1EE
England
Duncan Fitzwilliams United Kingdom Byron House
7-9 St James's Street
London SW1 1EE
England
Scottish Equitable United Kingdom 90 Long Acre
Trustees Ltd London WC2E 9RA
</TABLE>
There are no other trustees of Oakes, Fitzwilliams Executive Death
Benefit & Retirement Scheme No. Two.
During the last five years, neither Oakes, Fitzwilliams Executive Death
Benefit & Retirement Scheme No. Two nor any of its trustees has been
convicted in any criminal proceeding. During the last five years,
neither Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme
No. Two nor any of its trustees 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
<PAGE> 8
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.
(c) Herbert Lee Oakes, Jr.
----------------------
Herbert Lee Oakes, Jr. is a citizen of the United States of America
resident in the United Kingdom of Great Britain and Northern Ireland at
the following address:
Flat B
33 Eaton Square
London SW1W 9DH
England
Herbert Lee Oakes, Jr. is a director of Oakes, Fitzwilliams & Co.
Limited.
During the last five years, Herbert Lee Oakes, Jr. has not been
convicted in any criminal proceeding. During the last five years,
Herbert Lee Oakes, Jr. has not 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) Oakes, Fitzwilliams & Co Limited
During the period from December 31, 1998 to November 26, 1999, the
aggregate amount of funds used by Oakes, Fitzwilliams & Co Limited to
purchase securities of the Issuer was $1,874,687 and all such
securities were purchased using funds from working capital and proceeds
of the sale of securities of the Issuer.
<PAGE> 9
(b) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
During the period from December 31, 1998 to November 26, 1999, Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two did
not purchase any securities of the Issuer.
(c) Herbert Lee Oakes, Jr.
----------------------
During the period from December 31, 1998 to November 26, 1999, Herbert
Lee Oakes, Jr. did not purchase any securities of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
(a) Oakes, Fitzwilliams & Co Limited
During the period from December 31, 1998 to November 26, 1999 Oakes,
Fitzwilliams & Co Limited acquired 2,195,962 warrants to purchase
Common Stock of the Issuer due to a restructuring of the warrants by
the Issuer.
Oakes, Fitzwilliams & Co Limited acquired the other securities of the
Issuer in connection with its market-making activities outside the U.S.
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) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
During the period from December 31, 1998 to November 26, 1999 Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two did
not acquire any securities of the Issuer.
<PAGE> 10
(c) Herbert Lee Oakes, Jr.
Herbert Lee Oakes, Jr. did not acquire any securities of the Issuer
during the period from December 31, 1998 to November 26, 1999.
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:
OFCO - Oakes, Fitzwilliams & Co. Limited
OFCP - Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
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 November 26, 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 all
transactions after this date reflect such reverse stock split
Transactions on Schedule 1 numbered 22,23,63,64,66,67,79,80,83,84,86,
87,89,90,92,93,96,97,99,100,105,106,111,112,123,124,128,129,132,133,
135,136,139,140,148&149 were exercises of warrants to purchase shares
of the Common Stock of the Issuer. Transactions on Schedule 1 numbered
24,68,81,101,107,113,125 & 130 were warrants to purchase shares of the
Common Stock issued as replacements for warrants previously exercised.
Transactions on Schedule 1 numbered 1,2,3,4,5,6,9,10,11,12,15,16,17,18,
19,20,25,26,30,31,35,36,40,44,45,49,50,54,58,62,69,70,71,72,73,74,75,
76,82,85,88,91,94,95,98,102,103,104,108,109,110,114,115,117,118,119,
121,126,127,134,137,142,143,144,145,146,150,152,153,155,157& 159 were
transactions with market makers in the United States. All other
transactions on Schedule 1 were private transactions outside the United
States.
A summary of the positions of each of the reporting persons is set out
below.
<PAGE> 11
(a) Oakes, Fitzwilliams & Co Limited
On December 31, 1998, Oakes, Fitzwilliams & Co did not own any of the
Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams & Co Limited held warrants to
purchase 1,455,109 shares (4.52%) of the Common Stock of the Issuer..
On November 26, 1999, the aggregate number of shares of the Common
Stock of the Issuer owned by Oakes, Fitzwilliams & Co Limited was 0
shares (0.00%) of the Common Stock of the Issuer.
On November 26, 1999, Oakes, Fitzwilliams & Co Limited held warrants to
purchase 446,464 shares (8.95%) of the Common Stock of the Issuer.
On November 26, 1999, Oakes, Fitzwilliams & Co Limited:
(i) had sole power to vote and sole power to dispose of 0 shares
(0.00%) of the Common Stock of the Issuer
(ii) had sole power to dispose of warrants to purchase 446,464
shares (8.95%) of the Common Stock of the Issuer; and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a net 446,464 shares
(8.95%) of the Common Stock of the Issuer.
(b) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
On December 31, 1998,Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two did not own any Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two held warrants to purchase 198,000 shares
(0.61%) of the Common Stock of the Issuer.
On November 26, 1999,Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two did not own any Common Stock of the Issuer.
<PAGE> 12
On November 26, 1999, Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two held warrants to purchase 19,800 shares
(0.43%) of the Common Stock of the Issuer.
On November 26, 1999, Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two:
(i) had sole power to vote and sole power to dispose of nil shares
(0.00%) of the Common Stock of the Issuer
(ii) had sole power to dispose of warrants to purchase 19,800
shares (0.43%) of the Common Stock of the Issuer; and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a net 19,800 shares
(0.43%) of the Common Stock of the Issuer.
(c) Herbert Lee Oakes, Jr.
----------------------
On December 31, 1998, Herbert Lee Oakes, Jr. held directly nil shares
(0.0%) of the Common Stock of the Issuer.
On December 31, 1998, Herbert Lee Oakes, Jr. held directly nil warrants
to purchase shares (0.0%) of the Common Stock of the Issuer. During the
period from December 31, 1998 to November 26, 1999, Herbert Lee Oakes,
Jr. did not make any transactions in the securities of the Issuer.
On November 26, 1999, Herbert Lee Oakes, Jr. had sole power to vote and
sole power to dispose of nil shares and nil warrants to purchase shares
(0.0%) of the Common Stock of the Issuer.
(d) As a Group
On December 31, 1998, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraphs
(a) through (b) above but which Herbert Lee Oakes, Jr. 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 Herbert Lee
Oakes, Jr. directly as described
<PAGE> 13
in paragraph (c) above, totalled 1,653,109 shares (5.13%), which number
includes the 1,653,109 shares (5.13%) of the Common Stock of the Issuer
obtainable upon the exercise in full of all of the warrants held by
Oakes, Fitzwilliams & Co Limited and Oakes, Fitzwilliams Executive
Death Benefit & Retirement Scheme No. Two as described above.
On November 26, 1999, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraphs
(a) through (b) above but which Herbert Lee Oakes, Jr. 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 Herbert Lee
Oakes, Jr. directly as described in paragraph (c) above, totalled
466,264 shares (9.31%), which number includes the 466,264 shares
(9.31%) of the Common Stock of the Issuer obtainable upon the exercise
in full of all of the warrants held by Oakes, Fitzwilliams & Co Limited
and Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme No.
Two as described above.
On November 26, 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 paragraphs (a) through (b) above but which
Herbert Lee Oakes, Jr. 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 Herbert Lee
Oakes, Jr. directly as described in paragraph (c) 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
466,264 shares (9.31%) of the Common Stock of the Issuer; and
(iii) upon exercise of all of the warrants in full for a total of
466,264 shares (9.31%) of the Common Stock of the Issuer, sole
power to vote and sole power to dispose of 466,264 shares
(9.31%) 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.
<PAGE> 14
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Herbert Lee Oakes, Jr. is the controlling shareholder of Oakes,
Fitzwilliams & Co. Limited
Herbert Lee Oakes, Jr. is the sole beneficiary of Oakes, Fitzwilliams
Executive Death Benefit & Retirement Scheme No. Two.
For purposes of Rule 13d-3, Herbert Lee Oakes, Jr is deemed to be the
beneficial owner of, to have the right to vote or to direct the vote
of, and to have the right to dispose or to direct the disposition of,
all of the securities of the Issuer which are described in Item 5 above
and are owned by Oakes, Fitzwilliams & Co Limited and Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two.
Herbert Lee Oakes, Jr. disclaims beneficial ownership of all of the
securities of the Issuer reported in this Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit A - Joint Filing Agreement. The original copy of the Joint
Filing Agreement among Oakes, Fitzwilliams & Co Limited, Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two and
Herbert Lee Oakes, Jr. is attached to this Statement as Exhibit A.
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.
Dated: March 15, 2000 /s/ Herbert Lee Oakes, Jr.
................... ..............................
Herbert Lee Oakes, Jr.
<PAGE> 15
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No.5 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 Herbert Lee
Oakes, Jr. shall be, filed on behalf of each of us by Herbert Lee
Oakes, Jr. 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 26, 1999 Oakes, Fitzwilliams & Co. Limited
By: /s/ Herbert Lee Oakes, Jr.
.......................................
Name: Herbert Lee Oakes, Jr.
.....................................
Title: Director
....................................
Dated as of
November 26, 1999 Oakes, Fitzwilliams Executive Death
Benefit & Retirement Scheme No. Two
By: /s/ Herbert Lee Oakes, Jr.
.......................................
Name: Herbert Lee Oakes, Jr.
.....................................
Title: Trustee
....................................
<PAGE> 16
Dated as of
November 26, 1999 Herbert Lee Oakes, Jr.
/s/ Herbert Lee Oakes, Jr.
...........................................
<PAGE> 17
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
14-Jan-99 1 OFCO 15000 0.6250
15-Jan-99 2 OFCO 20000 0.5625
16-Jan-99 3 OFCO 10000 0.5313
19-Jan-99 4 OFCO 25000 0.5375
21-Jan-99 5 OFCO 100000 0.3750
22-Jan-99 6 OFCO 178000 0.3438
22-Jan-99 7 OFCO 14000 0.34375
22-Jan-99 8 OFCO 14000 0.34375
26-Jan-99 9 OFCO 10,000 0.375
26-Jan-99 10 OFCO 70,000 0.34375
26-Jan-99 11 OFCO 15,000 0.34375
26-Jan-99 12 OFCO 40,000 0.34375
26-Jan-99 13 OFCO 70,000 0.34375
26-Jan-99 14 OFCO 14,000 0.34375
27-Jan-99 15 OFCO 10,000 0.34375
27-Jan-99 16 OFCO 40,000 0.34375
27-Jan-99 17 OFCO 35,000 0.34375
28-Jan-99 18 OFCO 25,000 0.34375
28-Jan-99 19 OFCO 50,000 0.34375
29-Jan-99 20 OFCO 15,000 0.34375
29-Jan-99 21 OFCO 7,091 0.34375
29-Jan-99 22 OFCO 538,909 0.25
29-Jan-99 23 OFCO 538,909 0.25
29-Jan-99 24 OFCO 538,909 0
02-Feb-99 25 OFCO 10,000 0.3125
02-Feb-99 26 OFCO 25,000 0.3125
02-Feb-99 27 OFCO 17,500 0.3125
02-Feb-99 28 OFCO 8,750 0.3125
02-Feb-99 29 OFCO 8,750 0.3125
03-Feb-99 30 OFCO 20,000 0.3125
03-Feb-99 31 OFCO 15,000 0.3125
03-Feb-99 32 OFCO 17,500 0.3125
03-Feb-99 33 OFCO 8,750 0.3125
03-Feb-99 34 OFCO 8,750 0.3125
08-Feb-99 35 OFCO 20,000 0.3125
08-Feb-99 36 OFCO 14,000 0.3125
08-Feb-99 37 OFCO 17,000 0.3125
08-Feb-99 38 OFCO 8,500 0.3125
08-Feb-99 39 OFCO 8,500 0.3125
09-Feb-99 40 OFCO 25,000 0.28125
09-Feb-99 41 OFCO 12,500 0.28125
09-Feb-99 42 OFCO 6,250 0.28125
09-Feb-99 43 OFCO 6,250 0.28125
10-Feb-99 44 OFCO 20,000 0.28125
10-Feb-99 45 OFCO 25,000 0.28125
10-Feb-99 46 OFCO 22,500 0.28125
10-Feb-99 47 OFCO 11,250 0.28125
10-Feb-99 48 OFCO 11,250 0.28125
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
11-Feb-99 49 OFCO 25,000 0.28125
11-Feb-99 50 OFCO 10,000 0.28125
11-Feb-99 51 OFCO 17,500 0.28125
11-Feb-99 52 OFCO 8,750 0.28125
11-Feb-99 53 OFCO 8,750 0.28125
12-Feb-99 54 OFCO 20,000 0.28125
12-Feb-99 55 OFCO 5,000 0.28125
12-Feb-99 56 OFCO 5,000 0.28125
12-Feb-99 57 OFCO 10,000 0.28125
08-Apr-99 58 OFCO 25,000 0.28125
08-Apr-99 59 OFCO 25,000 0.28125
19-May-99 60 OFCO 638,750 0.02
19-May-99 61 OFCO 174,820 0.005
28-May-99 62 OFCO 141,500 0.25
01-Jun-99 63 OFCO 141,500 0.25
01-Jun-99 64 OFCO 141,500 0.25
01-Jun-99 65 OFCO 141,500 0
01-Jun-99 66 OFCO 184,600 0.25
01-Jun-99 67 OFCO 184,600 0.25
01-Jun-99 68 OFCO 184,600 0
01-Jun-99 69 OFCO 15,500 0.25
02-Jun-99 70 OFCO 58,000 0.25
03-Jun-99 71 OFCO 50,000 0.25
04-Jun-99 72 OFCO 7,500 0.25
07-Jun-99 73 OFCO 7,500 0.25
08-Jun-99 74 OFCO 9,500 0.25
28-Jul-99 75 OFCO 12,800 2.6494
30-Jul-99 76 OFCO 5,500 2.5
30-Jul-99 77 OFCO 39,960 0.3
30-Jul-99 78 OFCO 30,040 0.3
02-Aug-99 79 OFCO 14,800 2.50
02-Aug-99 80 OFCO 14,800 2.50
02-Aug-99 81 OFCO 14,800 0
03-Aug-99 82 OFCO 1,900 2.5
04-Aug-99 83 OFCO 8,400 2.5
04-Aug-99 84 OFCO 8,400 0
05-Aug-99 85 OFCO 22,000 2.5632
06-Aug-99 86 OFCO 15,340 2.5
06-Aug-99 87 OFCO 15,340
09-Aug-99 88 OFCO 3,300 2.5625
10-Aug-99 89 OFCO 3,300 2.5
10-Aug-99 90 OFCO 3,300 0
10-Aug-99 91 OFCO 4,500 2.5625
11-Aug-99 92 OFCO 4,500 2.5
11-Aug-99 93 OFCO 4,500 0
11-Aug-99 94 OFCO 6,500 2.6687
12-Aug-99 95 OFCO 15,000 2.7758
13-Aug-99 96 OFCO 21,500 2.5
13-Aug-99 97 OFCO 21,500 0
13-Aug-99 98 OFCO 103,000 2.7819
16-Aug-99 99 OFCO 103,000 2.5
16-Aug-99 100 OFCO 103,000 0
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
16-Aug-99 101 OFCO 86,040 0
18-Aug-99 102 OFCO 30,000 2.7791
19-Aug-99 103 OFCO 32,000 2.8505
20-Aug-99 104 OFCO 13,500 2.9432
20-Aug-99 105 OFCO 100,000 2.5
20-Aug-99 106 OFCO 100,000 0
20-Aug-99 107 OFCO 100,000 0
23-Aug-99 108 OFCO 14,500 2.9331
24-Aug-99 109 OFCO 10,000 2.925
25-Aug-99 110 OFCO 37,000 2.8234
26-Aug-99 111 OFCO 100,000 2.5
26-Aug-99 112 OFCO 100,000 0
26-Aug-99 113 OFCO 100,000 0
26-Aug-99 114 OFCO 4,000 2.84375
27-Aug-99 115 OFCO 25,000 2.84375
27-Aug-99 116 OFCO 42,900 0.07
30-Aug-99 117 OFCO 6,000 2.84375
31-Aug-99 118 OFCO 15,600 2.84375
01-Sep-99 119 OFCO 59,400 2.84375
02-Sep-99 120 OFCO 100 2.8125
02-Sep-99 121 OFCO 30,000 2.84375
02-Sep-99 122 OFCO 260 0.05
03-Sep-99 123 OFCO 100,000 2.5
03-Sep-99 124 OFCO 100,000 0
03-Sep-99 125 OFCO 56,840 0
03-Sep-99 126 OFCO 15,023 2.916
07-Sep-99 127 OFCO 2,283 2.9375
10-Sep-99 128 OFCO 2,283 2.5
10-Sep-99 129 OFCO 2,283 0
10-Sep-99 130 OFCO 2,283 0
22-Sep-99 131 OFCO 0 25,000 0.4375
23-Sep-99 132 OFCO 25,000 0 2.5
23-Sep-99 133 OFCO 0 25,000 0
23-Sep-99 134 OFCO 25,000 0 4.095
24-Sep-99 135 OFCO 21,840 0 2.5
24-Sep-99 136 OFCO 0 21,840 0
24-Sep-99 137 OFCO 21,840 0 4.0594
24-Sep-99 138 OFCO 0 21,840 0.40625
27-Sep-99 139 OFCO 40,000 0 2.5
27-Sep-99 140 OFCO 0 40,000 0
27-Sep-99 141 OFCO 0 40,000 0.27
28-Sep-99 142 OFCO 2,000 0 4
30-Sep-99 143 OFCO 3,000 0 4
01-Oct-99 144 OFCO 8,000 0 4
05-Oct-99 145 OFCO 23,000 0 4.0235
06-Oct-99 146 OFCO 12,077 0 4.1926
22-Oct-99 147 OFCO 0 16,800 0
22-Oct-99 148 OFCO 0 16,800 0
22-Oct-99 149 OFCO 16,800 2.5
22-Oct-99 150 OFCO 8,300 4.9985
25-Oct-99 151 OFCO 250 4.9985
26-Oct-99 152 OFCO 2,000 4.875
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
02-Nov-99 153 OFCO 6,750 4.9375
22-Nov-99 154 OFCO 4,500 5.6725
22-Nov-99 155 OFCO 4,500 5.6875
24-Nov-99 156 OFCO 15,120 6.2422
24-Nov-99 157 OFCO 15,120 6.2572
26-Nov-99 158 OFCO 2,000 6.3813
26-Nov-99 159 OFCO 2,000 6.4063
</TABLE>
<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.4)
METALCLAD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
591142194
(CUSIP Number)
Herbert Lee Oakes, Jr., Oakes, Fitzwilliams & Co., Byron House,
7-9 St James's Street, London SW1A 1EE, England
(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> 2
SCHEDULE 13D
CUSIP No 591142194 Page 2 of 23
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
OAKES, FITZWILLIAMS & CO. LIMITED
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
UNITED KINGDOM
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
1,455,109
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,455,109
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
4.52%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 3
SCHEDULE 13D
CUSIP No 591142194 Page 3 of 23
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
OAKES, FITZWILLIAMS EXECUTIVE DEATH BENEFIT &
RETIREMENT SCHEME NO.2
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
UNITED KINGDOM
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
198,000
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,000
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
0.61%
14. TYPE OF REPORTING PERSON
EP
<PAGE> 4
SCHEDULE 13D
CUSIP No 591142194 Page 4 of 23
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
OAKES, FITZWILLIAMS & CO S.A.
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 (eE)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF PANAMA
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
NONE
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON
CO
<PAGE> 5
SCHEDULE 13D
CUSIP No 591142194 Page 5 of 23
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
HERBERT L OAKES, JR
S.S. NUMBER: 408 709 755
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
UNITED STATES OF AMERICA
7. SOLE VOING POWER
NONE
8. SHARED VOTING POWER
NONE
9. SOLE DISPOSITIVE POWER
1,653,109 OF WHICH 1,653,109 ARE HELD BY REPORTING
PERSONS ON PAGES 2 THROUGH 4
10. SHARED DISPOSITIVE POWER
NONE
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,653,109 OF WHICH 1,653,109 ARE HELD BY REPORTING
PERSONS ON PAGES 2 THROUGH 4
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED IN ROW (11)
5.13%
14. TYPE OF REPORTING PERSON
IN
<PAGE> 6
AMENDMENT NO.4 TO THE
STATEMENT ON SCHEDULE 13D
METALCLAD CORPORATION
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value US$0.10 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.4 to Statement on Schedule 13D (the "Amendment") is
filed with respect to an Event on 31 December, 1998 and is filed by
Herbert Lee Oakes, Jr. 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) Oakes, Fitzwilliams & Co. Limited
Oakes, Fitzwilliams & Co. Limited is incorporated under the laws of
England. The principal business of Oakes, Fitzwilliams & Co. Limited is
to act as investment advisor and stockbroker. The address of its
principal business and its principal office is:
Byron House
7- 9 St James's Street
London SW1A 1EE
England
The names, titles, citizenship and business addresses of the directors
and executive officers of Oakes, Fitzwilliams & Co. Limited are set out
below:
<PAGE> 7
<TABLE>
<CAPTION>
Name & Position Citizenship Business Address
--------------- ----------- ----------------
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
Director and Secretary 7-9 St James's Street
London SW1 1EE
England
Duncan Fitzwilliams United Kingdom Byron House
Director 7-9 St James's Street
London SW1 1EE
England
Robert Mackenzie United Kingdom Byron House
Director 7-9 St James's Street
London SW1 1EE
England
</TABLE>
There are no other executive officers or directors of Oakes,
Fitzwilliams & Co. Limited.
During the last five years, neither Oakes, Fitzwilliams & Co. Limited
nor any of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither Oakes, Fitzwilliams &
Co. Limited 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.
(b) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two
is a self administered pension scheme established under and governed by
English law. The sole beneficiary of scheme No. Two is Herbert Lee
Oakes, Jr.
<PAGE> 8
The address of Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two is
c/o Oakes, Fitzwilliams & Co. Limited
Byron House
7- 9 St James's Street
London SW1A 1EE
England
The names, titles, citizenship and business addresses of the trustees
of Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme No.
Two are set out below:
<TABLE>
<CAPTION>
Name Citizenship Business Address
---- ----------- ----------------
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
7-9 St James's Street
London SW1 1EE
England
Duncan Fitzwilliams United Kingdom Byron House
7-9 St James's Street
London SW1 1EE
England
Scottish Equitable United Kingdom 90 Long Acre
Trustees Ltd London WC2E 9RA
</TABLE>
There are no other trustees of Oakes, Fitzwilliams Executive Death
Benefit & Retirement Scheme No. Two.
During the last five years, neither Oakes, Fitzwilliams Executive Death
Benefit & Retirement Scheme No. Two nor any of its trustees has been
convicted in any criminal proceeding. During the last five years,
neither Oakes, Fitzwilliams Executive Death Benefit & Retirement Scheme
No. Two nor any of its trustees 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> 9
(c) Oakes, Fitzwilliams & Co S.A.
-----------------------------
Oakes, Fitzwilliams & Co S.A. is incorporated under the laws of Panama.
The principal business of Oakes, Fitzwilliams & Co S.A. is investment
banking and stockbroking. The address of its principal business and its
principal office is:
P.O. Box 029
Panama 5
Republic of Panama
The names, titles, citizenship and business addresses of the directors
and executive officers of Oakes, Fitzwilliams & Co S.A. are set out
below:
<TABLE>
<CAPTION>
Name & Position Citizenship Business Address
--------------- ----------- ----------------
<S> <C> <C>
Herbert Lee Oakes, Jr United States Byron House
Director and President 7-9 St James's Street
London SW1 1EE
England
Herbert Lee Oakes, Sr United States 33 Stonedge Village
Director Lookout Mountain
Tennessee 37350
United States
Edgar Aronson United States Suite 512
Director, Secretary 551 Fifth Avenue
and Treasurer New York, NY 10176
United States
</TABLE>
There are no other executive officers or directors of Oakes,
Fitzwilliams & Co S.A.
During the last five years, neither Oakes, Fitzwilliams & Co S.A. nor
any of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither Oakes, Fitzwilliams &
Co S.A. 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> 10
(d) Herbert Lee Oakes, Jr.
----------------------
Herbert Lee Oakes, Jr. is a citizen of the United States of America
resident in the United Kingdom of Great Britain and Northern Ireland at
the following address:
Flat B
33 Eaton Square
London SW1W 9DH
England
Herbert Lee Oakes, Jr. is a director of Oakes, Fitzwilliams & Co.
Limited and Oakes, Fitzwilliams & Co. S.A.
During the last five years, Herbert Lee Oakes, Jr. has not been
convicted in any criminal proceeding. During the last five years,
Herbert Lee Oakes, Jr. has not 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> 11
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Oakes, Fitzwilliams & Co Limited
During the period from November 14, 1997 to December 31, 1998, the
aggregate amount of funds used by Oakes, Fitzwilliams & Co Limited to
purchase securities of the Issuer was $1,252,330, and all such
securities were purchased using funds from working capital and proceeds
of the sale of securities of the Issuer.
(b) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
During the period from November 14, 1997 to December 31, 1998, Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two did
not purchase any securities of the Issuer.
(c) Oakes, Fitzwilliams & Co S.A.
-----------------------------
During the period from November 14, 1997 to December 31, 1998, the
aggregate amount of funds used by Oakes, Fitzwilliams & Co S.A. to
purchase securities of the Issuer was $94,500, and all such securities
were purchased using funds from working capital and proceeds of the
sale of securities of the Issuer.
(d) Herbert Lee Oakes, Jr.
----------------------
During the period from November 14, 1997 to December 31, 1998, Herbert
Lee Oakes, Jr. did not purchase any securities of the Issuer.
<PAGE> 12
ITEM 4. PURPOSE OF TRANSACTION
(a) Oakes, Fitzwilliams & Co Limited
During the period from November 14, 1997 to December 31, 1998 Oakes,
Fitzwilliams & Co Limited acquired 141,644 warrants to purchase Common
Stock of the Issuer as an adjustment for warrants previously exercised
and acquired 812,785 warrants to purchase Common Stock of the Issuer
due to a restructuring of the warrants by the Issuer.
Oakes, Fitzwilliams & Co Limited acquired all other securities of the
Issuer in connection with its market-making activities outside the U.S.
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) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
During the period from November 14, 1997 to December 31, 1998 Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two
acquired 123,000 warrants to purchase Common Stock of the Issuer due to
a restructuring of the warrants by the Issuer.
(c) Oakes, Fitzwilliams & Co S.A.
-----------------------------
During the period from November 14, 1997 to December 31, 1998 Oakes,
Fitzwilliams & Co S.A. acquired 271,529 warrants to purchase Common
Stock of the Issuer as an adjustment for warrants previously exercised
and acquired 1,453,665 warrants to purchase Common Stock of the Issuer
due to a restructuring of the warrants by the Issuer.
(d) Herbert Lee Oakes, Jr.
----------------------
Herbert Lee Oakes, Jr. did not acquire any securities of the Issuer
during the period from November 14, 1997 to December 31, 1998.
<PAGE> 13
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:
OFCO - Oakes, Fitzwilliams & Co. Limited
OFSA - Oakes, Fitzwilliams & Co. S.A.
OFCP - Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
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 November 14, 1997 to December 31, 1998 is set out on
Schedule 1 attached hereto and incorporated herein.
Transactions on Schedule 1 numbered 75,76,79 and 80 were exercises of
warrants to purchase shares of the Common Stock of the Issuer.
Transactions on Schedule 1 numbered 23,78 and 81 were warrants to
purchase shares of the Common Stock issued as replacements for warrants
previously exercised. Transactions on Schedule 1 numbered
1,2,3,4,5,6,7,8,9,10,12,13,15,16,17,20,22,29,30,31,34,36,37,39,40,41,
43,44,45,47,48,50,51,52,53,54,55,56,58,59,60,63,64,65,67,68,69,70,71,
72,73,74,77,84,86,88,89,90,92,94,97 & 99 were transactions with market
makers in the United States. All other transactions on Schedule 1 were
private transactions outside the United States.
<PAGE> 14
A summary of the positions of each of the reporting persons is set out
below.
(a) Oakes, Fitzwilliams & Co Limited
On November 14, 1997, the aggregate number of shares of the Common
Stock of the Issuer owned by Oakes, Fitzwilliams & Co Limited was
17,886 shares (0.06%) of the Common Stock of the Issuer.
On November 14, 1997, Oakes, Fitzwilliams & Co Limited held warrants to
purchase 121,000 shares (0.38%) of the Common Stock of the Issuer..
On December 31, 1998, the aggregate number of shares of the Common
Stock of the Issuer owned by Oakes, Fitzwilliams & Co Limited was 0
shares (0.00%) of the Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams & Co Limited held warrants to
purchase 1,455,109 shares (4.52%) of the Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams & Co Limited:
(i) had sole power to vote and sole power to dispose of 0 shares
(0.00%) of the Common Stock of the Issuer
(ii) had sole power to dispose of warrants to purchase 1,455,109
shares (4.52%) of the Common Stock of the Issuer; and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a net 1,455,109 shares
(4.52%) of the Common Stock of the Issuer.
(b) Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two
On November 14, 1997,Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two did not own any Common Stock of the Issuer.
On November 14, 1997, Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two held warrants to purchase 75,000 shares
(0.24%) of the Common Stock of the Issuer.
On December 31, 1998,Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two did not own any Common Stock of the Issuer.
<PAGE> 15
On December 31, 1998, Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two held warrants to purchase 198,000 shares
(0.61%) of the Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams Executive Death Benefit &
Retirement Scheme No. Two:
(i) had sole power to vote and sole power to dispose of nil shares
(0.00%) of the Common Stock of the Issuer
(ii) had sole power to dispose of warrants to purchase 198,000
shares (0.61%) of the Common Stock of the Issuer; and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of a net 198,000 shares
(0.61%) of the Common Stock of the Issuer.
(c) Oakes, Fitzwilliams & Co S.A.
-----------------------------
On November 14, 1997, Oakes, Fitzwilliams & Co S.A. held nil shares of
the Common Stock of the Issuer.
On November 14, 1997, Oakes, Fitzwilliams & Co S.A. held warrants to
purchase 1,182,136 shares (3.76%) of the Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams & Co S.A. held nil shares of
the Common Stock of the Issuer.
On December 31, 1998, Oakes, Fitzwilliams & Co S.A. held nil warrants
of the Common Stock of the Issuer.
<PAGE> 16
On December 31, 1998, Oakes, Fitzwilliams & Co S.A.:
(i) had sole power to vote and sole power to dispose of nil shares
(0.0%) of the Common Stock of the Issuer
(ii) had sole power to dispose of warrants to purchase nil shares
(0.00%) of the Common Stock of the Issuer; and
(iii) would have, upon exercise of the warrants in full, sole power
to vote and sole power to dispose of nil shares (0.00%) of the
Common Stock of the Issuer.
(d) Herbert Lee Oakes, Jr.
----------------------
On November 14, 1997, Herbert Lee Oakes, Jr. held directly nil shares
(0.0%) of the Common Stock of the Issuer.
On November 14, 1997, Herbert Lee Oakes, Jr. held directly nil warrants
to purchase shares (0.0%) of the Common Stock of the Issuer. During the
period from November 14, 1997 to December 31, 1998, Herbert Lee Oakes,
Jr. did not make any transactions in the securities of the Issuer.
On December 31, 1998, Herbert Lee Oakes, Jr. had sole power to vote and
sole power to dispose of nil shares and nil warrants to purchase shares
(0.0%) of the Common Stock of the Issuer.
(e) As a Group
On November 14, 1997, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraphs
(a) through (c) above but which Herbert Lee Oakes, Jr. 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 Herbert Lee
Oakes, Jr. directly as described in paragraph (d) above, totalled
1,396,022 shares (4.44%), which number includes the 1,378,136 shares
(4.38%) of the Common Stock of the Issuer obtainable upon the exercise
in full of all of the warrants held by Oakes, Fitzwilliams & Co
Limited, Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two, and Oakes, Fitzwilliams & Co S.A. as described above.
<PAGE> 17
On December 31, 1998, the aggregate number of shares of the Common
Stock of the Issuer held (i) by the entities described in paragraphs
(a) through (c) above but which Herbert Lee Oakes, Jr. 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 Herbert Lee
Oakes, Jr. directly as described in paragraph (d) above, totalled
1,653,109 shares (5.13%), which number includes the 1,653,109 shares
(5.13%) of the Common Stock of the Issuer obtainable upon the exercise
in full of all of the warrants held by Oakes, Fitzwilliams & Co
Limited, Oakes, Fitzwilliams Executive Death Benefit & Retirement
Scheme No. Two, and Oakes, Fitzwilliams & Co S.A. as described above.
On December 31, 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 paragraphs (a) through (c) above but which
Herbert Lee Oakes, Jr. 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 Herbert Lee
Oakes, Jr. directly as described in paragraph (d) 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
1,653,109 shares (5.13%) of the Common Stock of the Issuer;
and
(iii) upon exercise of all of the warrants in full for a total of
1,653,109 shares (5.13%) of the Common Stock of the Issuer,
sole power to vote and sole power to dispose of 1,653,109
shares (5.13%) 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.
<PAGE> 18
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Herbert Lee Oakes, Jr. is the controlling shareholder of Oakes,
Fitzwilliams & Co. Limited
Herbert Lee Oakes, Jr. is the sole beneficiary of Oakes, Fitzwilliams
Executive Death Benefit & Retirement Scheme No. Two.
Sheila Oakes, the wife of Herbert Lee Oakes, Jr., is the indirect
controlling shareholder of Oakes, Fitzwilliams & Co S.A.
For purposes of Rule 13d-3, Herbert Lee Oakes, Jr is deemed to be the
beneficial owner of, to have the right to vote or to direct the vote
of, and to have the right to dispose or to direct the disposition of,
all of the securities of the Issuer which are described in Item 5 above
and are owned by Oakes, Fitzwilliams & Co Limited, Oakes, Fitzwilliams
Executive Death Benefit & Retirement Scheme No. Two and Oakes,
Fitzwilliams & Co. S.A.
Herbert Lee Oakes, Jr. disclaims beneficial ownership of all of the
securities of the Issuer reported in this Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit A - Joint Filing Agreement. The original copy of the Joint
Filing Agreement among Oakes, Fitzwilliams & Co Limited, Oakes,
Fitzwilliams Executive Death Benefit & Retirement Scheme No. Two,
Oakes, Fitzwilliams & Co. S.A. and Herbert Lee Oakes, Jr. is attached
to this Statement as Exhibit A.
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.
Dated: March 15, 2000 /s/ Herbert Lee Oakes, Jr.
................... ..............................
Herbert Lee Oakes, Jr.
<PAGE> 19
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No.4 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 Herbert Lee
Oakes, Jr. shall be, filed on behalf of each of us by Herbert Lee
Oakes, Jr. 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
December 31, 1998 Oakes, Fitzwilliams & Co. Limited
By: /s/ Herbert Lee Oakes, Jr.
......................................
Name: Herbert Lee Oakes, Jr.
.....................................
Title: Director
....................................
Dated as of
December 31, 1998 Oakes, Fitzwilliams Executive Death
Benefit & Retirement Scheme No. Two
By: /s/ Herbert Lee Oakes, Jr.
.......................................
Name: Herbert Lee Oakes, Jr.
.....................................
Title: Trustee
...................................
<PAGE> 20
Dated as of
December 31, 1998 Oakes, Fitzwilliams & Co S.A.
By: /s/ Herbert Lee Oakes, Jr.
.......................................
Name: Herbert Lee Oakes, Jr.
....................................
Title: Director
....................................
Dated as of
December 31, 1998 Herbert Lee Oakes, Jr.
/s/ Herbert Lee Oakes, Jr.
...........................................
<PAGE> 21
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
14-Nov-97 b/f
24-Nov-97 1 OFCO 45000 0 1.1875
24-Nov-97 2 OFCO 30000 0 1.2500
26-Nov-97 3 OFCO 100 0 1.2500
26-Nov-97 4 OFCO 22000 0 1.1250
03-Dec-97 5 OFCO 0 1.1250
15-Dec-97 6 OFCO 2900 0 1.2500
16-Dec-97 7 OFCO 17000 0 1.2500
16-Dec-97 8 OFCO 19000 0 1.2500
17-Dec-97 9 OFCO 11000 0 1.2500
17-Dec-97 10 OFCO 1900 0 1.2500
22-Dec-97 11 OFCO 14000 0 1.0848
22-Dec-97 12 OFCO 5000 0 1.1250
22-Dec-97 13 OFCO 9000 0 1.0625
23-Dec-97 14 OFCO 22500 0 1.0625
23-Dec-97 15 OFCO 10000 0 1.0625
23-Dec-97 16 OFCO 12500 0 1.0625
24-Dec-97 17 OFCO 7500 0 1.0625
24-Dec-97 18 OFCO 7500 0 1.0625
30-Dec-97 19 OFCO 15000 0 1.0625
30-Dec-97 20 OFCO 15000 0 1.0625
31-Dec-97 21 OFCO 25000 0 1.0625
31-Dec-97 22 OFCO 25000 0 1.0625
13-Jan-98 23 OFCO 25000 108500 0.0000
20-Jan-98 24 OFCO 0 20000 0.1500
20-Jan-98 25 OFCO 0 100000 0.2000
20-Jan-98 26 OFCO 0 16000 0.2000
20-Jan-98 27 OFCO 0 40000 0.2000
20-Jan-98 28 OFCO 17000 0 1.2500
20-Jan-98 29 OFCO 10000 0 1.2500
21-Jan-98 30 OFCO 7000 0 1.2500
21-Jan-98 31 OFCO 10000 0 1.1875
21-Jan-98 32 OFCO 10000 0 1.1875
22-Jan-98 33 OFCO 17000 0 1.1875
22-Jan-98 34 OFCO 15000 0 1.1875
22-Jan-98 35 OFCO 5000 0 1.1875
23-Jan-98 36 OFCO 5000 0 1.1875
27-Jan-98 37 OFCO 78000 0 1.1875
27-Jan-98 38 OFCO 78000 0 1.1875
28-Jan-98 39 OFCO 10000 0 1.2500
28-Jan-98 40 OFCO 5000 0 1.2813
28-Jan-98 41 OFCO 10000 0 1.3125
28-Jan-98 42 OFCO 50000 0 1.2810
29-Jan-98 43 OFCO 25000 0 1.3125
29-Jan-98 44 OFCO 19986 0 1.3125
30-Jan-98 45 OFCO 7000 0 1.3125
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
10-Feb-98 46 OFCO 10000 0 1.5625
10-Feb-98 47 OFCO 5000 0 1.5625
11-Feb-98 48 OFCO 40000 0 1.5625
11-Feb-98 49 OFCO 40000 0 1.5625
18-Feb-98 50 OFCO 5000 0 1.8125
25-Feb-98 51 OFCO 10000 0 1.8125
25-Feb-98 52 OFCO 3000 0 1.7500
26-Feb-98 53 OFCO 50000 0 1.9038
27-Feb-98 54 OFCO 15200 0 1.78125
02-Mar-98 55 OFCO 5000 0 1.71875
03-Mar-98 56 OFCO 77200 0 1.5
06-Mar-98 57 OFCO 31400 0 1.25
06-Mar-98 58 OFCO 31400 0 1.25
09-Mar-98 59 OFCO 14600 0 1.15625
09-Mar-98 60 OFCO 35000 0 1.1429
09-Mar-98 61 OFCO 49600 0 1.1468
10-Mar-98 62 OFCO 37500 0 1.129
10-Mar-98 63 OFCO 25000 0 1.125
10-Mar-98 64 OFCO 7500 0 1.125
10-Mar-98 65 OFCO 5000 0 1.15625
11-Mar-98 66 OFCO 27500 0 1.1324
11-Mar-98 67 OFCO 27500 0 1.1324
18-Mar-98 68 OFCO 10000 0 1.15625
19-Mar-98 69 OFCO 25000 0 1.125
19-Mar-98 70 OFCO 13000 0 1.15625
19-Mar-98 71 OFCO 10000 0 1.1328
19-Mar-98 72 OFCO 75000 0 1.125
20-Mar-98 73 OFCO 25000 0 1.15625
24-Mar-98 74 OFCO 35000 0 1.15625
24-Mar-98 75 OFCO 0 134000 1.125
24-Mar-98 76 OFCO 134,000 0 1.125
25-Mar-98 77 OFCO 25000 0 1.15625
31-Mar-98 78 OFCO 0 134000 0
31-Mar-98 79 OFSA 0 84000 1.125
31-Mar-98 80 OFSA 84000 0 1.125
31-Mar-98 81 OFSA 0 84000 0
02-Apr-98 82 OFCO OFSA 84000 0 1.140839
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
DATE TRANS GROUP GROUP NO. OF NO. OF
REF MEMBER MEMBER SHARES WARRANTS PRICE
BUYER SELLER
<S> <C> <C> <C> <C> <C> <C>
05-May-98 83 OFCO 6000 0 1.0000
05-May-99 84 OFCO 6000 0 1.0000
12-Jun-98 85 OFCO 16000 0 0.9063
12-Jun-98 86 OFCO 16000 0 0.9063
09-Jul-98 87 OFCO 20000 0 0.9844
09-Jul-98 88 OFCO 10000 0 1.0000
09-Jul-98 89 OFCO 10000 0 0.9688
29-Jul-98 90 OFCO 27500 0 1.0313
29-Jul-98 91 OFCO 27500 0 1.0313
21-Aug-98 92 OFCO 15000 0 1.0938
21-Aug-98 93 OFCO 15000 0 1.0850
24-Aug-98 94 OFCO 77690 0 1.0000
24-Aug-98 95 OFCO 77690 0 0.9965
25-Aug-98 96 OFCO 30000 0 0.9715
25-Aug-98 97 OFCO 22500 0 0.9688
28-Aug-98 98 OFCO 0 95180 0.1000
25-Sep-98 99 OFCO 7500 0 1.0000
09-Nov-98 100 OFSA 1453665 0.0005
31-Dec-98 101 OFCO 0 79200 0.0000
</TABLE>
