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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CVD FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title and Class of Securities)
126 60E 105
(CUSIP Number)
H.S. Sangra, Suite 1900, 700 West Georgia Street, Vancouver, B.C. V7Y 1G5
Canada
Telephone (604) 662 8808
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 7, 1996
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement
[ X ].
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CUSIP No. 126 60E 105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
ARBATAX INTERNATIONAL INC.
2) Check the Appropriate Row if a Member of a Group
(a)
(b) [ X ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
6) Citizenship or Place of Organization CANADA
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 940,900
Owned by
Each Reporting (9) Sole Dispositive Power 0
Person
With (10) Shared Dispositive Power 940,900
11) Aggregate Amount Beneficially Owned by Each Reporting Person
940,900
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11) 34.6%
14) Type of Reporting Person CO
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CUSIP No. 126 60E 105
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
BALLINGER CORPORATION
2) Check the Appropriate Row if a Member of a Group
(a)
(b) [ X ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
6) Citizenship or Place of Organization ALBERTA, CANADA
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 940,900
Owned by
Each Reporting (9) Sole Dispositive Power 0
Person
With (10) Shared Dispositive Power 940,900
11) Aggregate Amount Beneficially Owned by Each Reporting Person
940,900
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11) 34.6%
14) Type of Reporting Person CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par value
each of CVD Financial Corporation ("CVD"), a Delaware corporation, having a
principal executive office at Suite 1250, 400 Burrard Street, Vancouver, British
Columbia, V6C 3A6, Canada.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Arbatax International Inc. ("Arbatax") and
its wholly-owned subsidiary, Ballinger Corporation ("Ballinger"). Arbatax is a
corporation organized under the laws of Canada, operates in the financial
services and resource segments, and has a principal business and office address
at Brandschenke Strasse 64, 8002, Zurich, Switzerland. Ballinger is a
corporation organized under the laws of the Province of Alberta, Canada,
engages in the business of being a holding company, and has a principal
business and office address c/o Suite 1900, 700 West Georgia Street, Vancouver,
B.C., V7Y 1G5, Canada.
The following table lists the name, citizenship, principal business address and
principal occupation of the executive officers and directors of Arbatax and
Ballinger. Michael J. Smith is a director and officer of Arbatax and is
the sole director and officer of Ballinger.
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
---- -------------------------- -------------------- -----------
<S> <C> <C> <C>
Michael J. Smith Suite 1250, 400 Burrard Street, Director, President Canadian
Vancouver, B.C., V6C 3A6, and Chief Executive
Canada Officer of Arbatax;
Director, President and
Chief Executive of CVD;
Director of Ballinger;
Executive Vice-
President, Chief
Financial Officer,
Secretary and Trustee
of Mercer
International Inc.
Jimmy S.H. Lee Brandschenke Strasse 64, 8002 Director and Chairman Canadian
Zurich, Switzerland of the Board of
Arbatax; Chairman,
President and Trustee
of Mercer
International Inc.
Roy Zanatta Suite 1250, 400 Burrard Street, Secretary and Vice-President Canadian
Vancouver, B.C., V6C 3A6, of CVD; Secretary of
Canada Arbatax
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Key-Choun Yang 5, Dangju-dong, Chongno-gu, Director of Arbatax; Korean
Seoul, Korea Senior Advisor, Daewoo
Securities Co. Ltd.;
Senior Advisor,
Dongsea Securities Co.
Ltd.
Julius Mallin 256 Jarvis Street, Apt. 8D, Director of Arbatax; Canadian
Toronto, Ontario, M5B 2J4, Retired Businessman
Canada
Oq-Hyun Chin 3,4 Floor, Kyung Am Bldg., Director of Arbatax; Korean
831028 Yeoksam-Dong, Kangnam- Business Advisor, The
Ku, Seoul, Korea Art Group Architects &
Engineers Ltd.
</TABLE>
During the last five years, neither Arbatax, Ballinger or any of the above
mentioned executive officers and/or directors have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor have they
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, 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.
Both Arbatax and Ballinger have executed a joint filing agreement consenting to
the joint filing of this Schedule 13D. Such agreement is filed as Exhibit 1 to
this Schedule 13D and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Arbatax has paid $2,630,000 (U.S.) for the sole share in the capital of
Ballinger. The purchase price was paid out of Arbatax's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
Arbatax has acquired the share of Ballinger and, indirectly, the shares of CVD
for investment purposes. At this time, it has no intention of acquiring
additional shares in the common stock of CVD, although it reserves the right to
make additional purchases on the open market and in private transactions.
Arbatax also reserves the right to acquire shares in the preferred stock of CVD
from CVD'S treasury, and otherwise, although it has no arrangement to do so at
this time. Arbatax has no present intention, arrangements or understandings to
effect any of the transactions listed in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On June 7, 1996, Arbatax entered into an agreement to purchase the sole share of
Ballinger for an aggregate purchase price of $2,630,000 (U.S.), and, as a
result, became the indirect beneficial owner of 940,900 shares in the common
stock of CVD, which are owned by Ballinger and represent 34.6% of CVD'S
outstanding shares. Arbatax and Ballinger have the power to direct the vote and
disposition of such shares.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1 Joint Filing Agreement
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
June 13, 1996
(Date)
ARBATAX INTERNATIONAL INC.
By: /s/ MICHAEL J. SMITH
-----------------------------------
(Signature)
Michael J. Smith, President
(Name and Title)
June 13, 1996
(Date)
BALLINGER CORPORATION
By: /s/ MICHAEL J. SMITH
-----------------------------------
(Signature)
Michael J. Smith, President
(Name and Title)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1 Joint Filing Agreement
</TABLE>
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JOINT FILING AGREEMENT
THIS AGREEMENT dated the 13th day of June, 1996.
WHEREAS:
A. Arbatax International Inc. ("Arbatax") is or will be the beneficial
owner of 940,900 shares (the "Shares") of common stock of CVD Financial
Corporation; and
B. Each of Arbatax and Ballinger Corporation (each a "Filer" and
collectively the "Filers") are responsible for filing a Schedule 13D dated June
13, 1996 (the "Schedule 13D") relating to the Shares, pursuant to U.S.
securities laws;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Each Filer covenants and agrees that it is individually eligible to
use the Schedule 13D which is to be filed;
2. Each Filer is individually responsible for the timely filing of any
amendments to the Schedule 13D, and for the completeness and accuracy
of the information concerning themselves, but is not responsible for
the completeness and accuracy of any of the information contained in
the Schedule 13D as to any other Filer, unless such Filer knows or has
reason to believe that the information is inaccurate;
3. This Schedule 13D contains the required information with regard to
each Filer and indicates that it is filed on behalf of all Filers;
4. Each Filer agrees that the Schedule 13D to which this Joint Filing
Agreement is attached as Exhibit 1 is filed on its behalf.
IN WITNESS WHEREOF the parties have duly executed this Joint Filing Agreement.
ARBATAX INTERNATIONAL INC. BALLINGER CORPORATION
By: /s/ MICHAEL J. SMITH By:/s/ MICHAEL J. SMITH
----------------------------- -------------------------------
Michael J. Smith, President Michael J. Smith, President
