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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
LOGAN INTERNATIONAL CORP.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
54100P 10 0
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(CUSIP Number)
Michael J. Smith, 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland
Telephone (41 22) 818 2999
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 23, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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Page 2 of 6 Pages
CUSIP No. 54100P 10 0
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC Bancorp Ltd. (formerly Arbatax International Inc.)
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
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4) Source of Funds AF WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Yukon Territory, Canada
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Number of (7) Sole Voting Power 7,640,960
Shares Bene- ----------------------------
ficially (8) Shared Voting Power 70,900
Owned by --------------------------
Each Reporting (9) Sole Dispositive Power 7,640,960
Person -----------------------
With (10) Shared Dispositive Power 70,900
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,711,860
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 71.2%
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14) Type of Reporting Person CO
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Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a par value of $0.01
of Logan International Corp. ("Logan"), a Washington 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 MFC Bancorp Ltd. ("MFC"). MFC operates
in the financial services segment and has a principal business and office
address at 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. Constable
Investments Ltd. ("Constable") is a wholly-owned operating company of MFC
organized under the laws of Tortola, British Virgin Islands, and has a
principal business and office address at 8 Queensway House, Queen Street,
St. Helier, Jersey, Channel Islands, JF2 4WD. See Item 6 on page 2 of this
Schedule 13D/A for the jurisdiction of organization of MFC.
The following table lists the names, citizenship, principal business addresses
and principal occupations of the executive officers and directors of MFC and
Constable. Sanne Trust Company Limited ("Sanne") is the corporate secretary
of Constable and is a corporation organized pursuant to the laws of the
Channel Islands. Sanne operates as a corporate secretary and nominee and has
a principal business and office address at 8 Queensway House, Queen Street,
St. Helier, Jersey, Channel Islands, JE2 4WD.
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP
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<S> <C> <C> <C>
Michael J. Smith 6 Rue Charles-Bonnet, Director, President British
1206 Geneva, Switzerland and Chief Executive
Officer of MFC
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Roy Zanatta 2 Stratford Place Director and Canadian
London, England Secretary of MFC
United Kingdom, W1N 9AE
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Sok Chu Kim 1071 - 59 Namhyun-Dong, Director of Korea Korean
Gwanak-Kn, Seoul, Korea Liberalization Fund Ltd.
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Julius Mallin 256 Jarvis Street, Retired Businessman Canadian
Apt. 8D, Toronto, Ontario,
Canada M5B 2J4
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Oq-Hyun Chin 3,4 Floor, Kyung Am Bldg., Business Advisor, Korean
831-28 Yeoksam-Dong, The Art Group Architects
Kangnam-Ku, Seoul, Korea & Engineers Ltd.
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Diana Beaumont La Seigneurie, Sark, Corporate Director British
Channel Islands
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Jonathan Charles La Jaspellerie, Sark, Hotelier British
Brannam Channel Islands
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</TABLE>
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Page 4 of 6 Pages
During the last five years, neither MFC nor, to the knowledge of MFC, any of
its 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 were or are 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Constable has paid an aggregate of approximately $13,471 or approximately
$0.19 per share for 70,900 shares of common stock in the capital of Logan.
The purchase price was paid from Constable's cash reserves. MFC has paid an
aggregate of approximately $72,525 for 168,183 shares of common stock in the
capital of Logan. The purchase price was paid from MFC's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
MFC and Constable have acquired the shares of Logan for investment purposes. At
this time, neither MFC nor, to the knowledge of MFC, any of its directors or
executive officers, have the intention of acquiring additional shares of
Logan, although MFC reserves the right to make additional purchases on the
open market, in private transactions and from treasury. Neither MFC nor, to
the knowledge of MFC, any of its directors or executive officers, have any
plans or proposals to effect any of the transactions listed in Item 4(a)-(j)
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As disclosed in the Schedule 13D/A dated December 20, 1996 filed by MFC, MFC
was the beneficial holder of 7,472,777 shares of common stock of Logan. On
January 22, February 28, March 31, June 30, and September 26, 1997, MFC
acquired 121,000, 11,000, 7,000, 9,183 and 20,000 shares, respectively, of
common stock of Logan at prices ranging from approximately $0.27 to $0.49 per
share or an aggregate purchase price of approximately $72,525. On October
23, 1998, Constable acquired 70,900 shares of common stock of Logan for
approximately $0.19 per share or an aggregate purchase price of approximately
$13,471. As a result, MFC has the sole power to direct the vote and
disposition of a total of 7,640,690 shares of common stock of Logan and shares
the power to direct the vote and disposition of 70,900 shares of common stock
of Logan with Constable, which represents approximately 71.2% of the issued
and outstanding shares of common stock of Logan.
To the knowledge of MFC, none of its directors or executive officers have any
power to vote or dispose of any shares of common stock of Logan, nor did they
or MFC effect any transactions in such shares during the past 60 days, except
as disclosed herein.
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Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Page 6 of 6 Pages
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.
October 30, 1998
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(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, President
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(Name and Title)
