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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title and Class of Securities)
693286106
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(CUSIP Number)
Roy Zanatta, Suite 1250, 400 Burrard Street, Vancouver, B.C. V6C 3A6 Canada
Telephone (604) 683 5767
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 1996
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition 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 [ ].
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CUSIP No. 693286106
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of
Above Persons
ARBATAX INTERNATIONAL INC.
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
4) Source of Funds AF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
6) Citizenship or Place of Organization YUKON TERRITORY, CANADA
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 3,970,320
Owned by
Each Reporting (9) Sole Dispositive Power 0
Person
With (10) Shared Dispositive Power 3,970,320
11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,970,320
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11) 80.0%
14) Type of Reporting Person CO
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CUSIP No. 693286106
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of
Above Persons
LOGAN INTERNATIONAL CORP.
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
4) Source of Funds OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
6) Citizenship or Place of Organization WASHINGTON
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 2,500,000
Owned by
Each Reporting (9) Sole Dispositive Power 0
Person
With (10) Shared Dispositive Power 2,500,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11) 50.3%
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 ICHOR Corporation ("ICHOR"), a Delaware corporation, having a
principal executive office at 300 Oxford Drive, Monroeville, Pennsylvania,
U.S.A. 15146.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Arbatax International Inc. ("Arbatax")
and Logan International Corp. ("Logan"). Arbatax is a corporation organized
under the laws of the Yukon Territory, Canada, operates in the financial
services segment, and has a principal business and office address at
Brandschenke Strasse 64, Zurich, Switzerland, 8002. Logan is a corporation
organized under the laws of the State of Washington, U.S.A., engages in real
estate activities, and has a principal business and office address at #108 -
1201 SW 7th Street, P.O. Box 860, Renton, Washington, U.S.A. 98055-0860.
The following table lists the name, citizenship, principal business address
and principal occupation of the executive officers and directors of Arbatax
and Logan. Michael J. Smith and Jimmy S.H. Lee are directors and officers of
both Arbatax and Logan.
<TABLE>
<CAPTION>
RESIDENCE PRINCIPAL
NAME OR BUSINESS ADDRESS OCCUPATION CITIZENSHIP
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<S> <C> <C> <C>
Michael J. Smith Brandschenke Strasse 64, Director, President and Chief Canadian
Zurich, Switzerland, 8002 Executive Officer of Arbatax;
Director, President and Chief
Executive Officer of Drummond
Financial Corporation
("Drummond"); Director, Chief
Financial Officer and Secretary
of Logan; Executive Vice-
President, Chief Financial
Officer, Secretary and Trustee
of Mercer International Inc.
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Jimmy S.H. Lee Brandschenke Strasse 64, Director and Chairman of Arbatax; Canadian
Zurich, Switzerland, 8002 Director and President of Logan;
Chairman, President and Trustee
of Mercer International Inc.
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Roy Zanatta Suite 1250, 400 Burrard Secretary and Vice-President Canadian
Street, Vancouver, B.C., of Drummond; Director and
V6C 3A6, Canada Secretary of Arbatax
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Sok Chu Kim 1071 - 59 Namhyun-Dong, Director of Arbatax; Director Korean
Gwanak-Kn, Seoul, Korea Of Korea Liberalization Fund Ltd.
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Julius Mallin 256 Jarvis Street, Apt. 8D, Director of Arbatax; Retired Canadian
Toronto, Ontario, M5B 2J4, Businessman
Canada
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Oq-Hyun Chin 3,4 Floor, Kyung Am Bldg., Director of Arbatax; Business Korean
831028 Yeoksam-Dong, Advisor, The Art Group Architects
Kangnam-Ku, Seoul, Korea & Engineers Ltd.
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Leonard Petersen Suite 1270, 609 Granville Director of Logan; Director and Canadian
Street, Vancouver, B.C. Senior Officer of Pemcorp
Canada V7Y 1G6 Management, Inc.; Director of
Drummond
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Roland Waldvogel Baarestrasse 10, Zurich, Director of Logan; independent Swiss
Switzerland, CH-6301 trust officer
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</TABLE>
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During the last five years, neither Arbatax, Logan nor, to the knowledge of
Arbatax or Logan, any of their officers 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 Logan 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.
Logan has acquired 2,500,000 shares of common stock of ICHOR at a price of
$0.40 per share. The shares were issued to Logan in partial consideration for
the transfer to ICHOR of an indirect interest in a commercial loan.
ITEM 4. PURPOSE OF TRANSACTION.
Logan has acquired the 2,500,000 shares of common stock of ICHOR for
investment purposes. At this time, neither Arbatax, Logan nor, to the
knowledge of Arbatax or Logan, any of their directors or executive officers,
have the intention of acquiring additional shares of ICHOR, although Arbatax
and Logan reserve the right to make additional purchases on the open market,
in private transactions and from treasury. Neither Arbatax, Logan nor, to the
knowledge of Arbatax or Logan, any of their directors or executive officers,
have any 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 December 17, 1996, Logan completed the transfer to ICHOR of an indirect
interest in a commercial loan to Enviropur Waste Refining and Technology, Inc.
in exchange for 2,500,000 shares of common stock of ICHOR at a price of $0.40
per share and a promissory note for $1,425,000. Logan has the power to direct
the vote and disposition of such 2,500,000 shares, which represent 50.3% of
ICHOR's outstanding common shares. On November 19, 1996, Drummond Financial
Corporation ("Drummond") acquired 1,470,320 shares of common stock of ICHOR.
Arbatax owns 34.6% of the common stock and all of the variable voting
preferred stock of Drummond and 69.0% of the shares of common stock of Logan.
As a result, Arbatax became an indirect beneficial owner of a total of
3,970,320 shares in the common stock of ICHOR. Arbatax has the power to
direct the vote and disposition of such shares, which represent 80.0% of
ICHOR's outstanding common shares.
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Michael J. Smith, Jimmy S.H. Lee, Roy Zanatta and Leonard Petersen are each
deemed to be beneficial owners of approximately 10,000 shares (less than 1%)
of common stock of ICHOR, pursuant to unexercised stock options.
To the knowledge of Arbatax and Logan, none of its directors or executive
officers have any power to vote or dispose of any shares of common stock of
ICHOR, nor did they, Arbatax or Logan effect any transactions in such shares
during the past 60 days, except as disclosed herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The description of the transaction between Logan and ICHOR described in Item 5
above is qualified in its entirety by reference to exhibit 2, which contains
the text of the purchase and sale agreement and is incorporated herein by
reference.
As disclosed in Item 5 above, Mr. Smith, Mr. Lee, Mr. Zanatta and Mr. Petersen
currently hold stock options entitling them to purchase shares of common stock
of ICHOR. Set forth as exhibit 3 is ICHOR's Amended 1994 Stock Option Plan,
which is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement between Arbatax International
Inc. and Logan International Corp. dated December 17,
1996.
2 Purchase and Sale Agreement between Logan
International Corp. and ICHOR Corporation dated for
reference December 13, 1996. Incorporated by
reference to Form 8-K of Logan International Corp.
dated December 18, 1996.
3 Amended 1994 Stock Option Plan of ICHOR Corporation.
Incorporated by reference to the Definitive Schedule
14A of ICHOR Corporation filed July 9, 1996.
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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.
December 20, 1996
-----------------------------------
(Date)
ARBATAX INTERNATIONAL INC.
By: /s/Michael J. Smith
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(Signature)
Michael J. Smith, President
-----------------------------------
(Name and Title)
December 20, 1996
-----------------------------------
(Date)
LOGAN INTERNATIONAL CORP.
By: /s/Michael J. Smith
-----------------------------------
(Signature)
Michael J. Smith, Secretary
-----------------------------------
(Name and Title)
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EXHIBIT INDEX
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Exhibit Number Description
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1 Joint Filing Agreement between Arbatax International
Inc. and Logan International Corp. dated December 17,
1996.
2 Purchase and Sale Agreement between Logan
International Corp. and ICHOR Corporation dated for
reference December 13, 1996. Incorporated by
reference to Form 8-K of Logan International Corp.
dated December 18, 1996.
3 Amended 1994 Stock Option Plan of ICHOR Corporation.
Incorporated by reference to the Definitive Schedule
14A of ICHOR Corporation filed July 9, 1996.
JOINT FILING AGREEMENT
----------------------
THIS AGREEMENT dated the 17th day of December, 1996.
WHEREAS:
A. Logan International Corp. ("Logan") is or will be the beneficial owner of
2,500,000 shares (the "Shares") of common stock of ICHOR Corporation ("ICHOR"),
and Arbatax International Inc. ("Arbatax") is or will be the indirect
beneficial owner of the Shares; and
B. Each of Arbatax and Logan (each a "Filer" and collectively, the "Filers")
are responsible for filing a Schedule 13D dated December 17, 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. LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith By: /s/ Michael J. Smith
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Michael J. Smith, President Michael J. Smith, Secretary
