<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
DRUMMOND FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
126 60E 105
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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 7 Pages
CUSIP No. 126 60E 105
-------------------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC Bancorp Ltd.
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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 Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Yukon Territory, Canada
------------------------------------
Number of (7) Sole Voting Power 95,000
Shares Bene- ---------------------------
ficially (8) Shared Voting Power 1,249,250
Owned by -------------------------
Each Reporting (9) Sole Dispositive Power 95,000
Person ----------------------
With (10) Shared Dispositive Power 1,249,250
---------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,344,250
-------------
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) 49.4%
----------------------
14) Type of Reporting Person CO
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Page 3 of 7 Pages
CUSIP No. 126 60E 105
----------------------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Constable Investments Ltd.
----------------------------------------------------------------------
2) Check the Appropriate Box 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 Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Tortola, British Virgin Islands
-------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ----------------------------
ficially (8) Shared Voting Power 308,350
Owned by --------------------------
Each Reporting (9) Sole Dispositive Power 0
Person -----------------------
With (10) Shared Dispositive Power 308,350
---------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 308,350
-------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
--------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 11.3%
----------------------
14) Type of Reporting Person CO
------------------------------------------------
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par value
each of Drummond Financial Corporation ("Drummond"), a Delaware corporation,
having a principal executive office at 6 Rue Charles-Bonnet, 1206 Geneva,
Switzerland.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC Bancorp Ltd. ("MFC") and Constable
Investments Ltd. ("Constable"). MFC operates in the financial services segment
and has a principal business and office address at 6 Rue Charles-Bonnet, 1206
Geneva, Switzerland. Constable is a wholly-owned operating company of MFC 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 pages 2
and 3 of this Schedule 13D/A for the jurisdiction of organization of MFC and
Constable.
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 5 of 7 Pages
During the last five years, neither MFC or Constable nor, to the knowledge of
MFC or Constable, 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 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.
MFC and Constable have executed a joint filing agreement consenting to the
joint filing of this Schedule 13D/A. Such agreement is filed as Exhibit 1 to
this Schedule 13D/A and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Constable has paid an aggregate of approximately $8,354 or $0.13 per share for
65,000 shares of common stock of Drummond. The purchase price was paid from
Constable's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
Constable has acquired the shares of Drummond for investment purposes. At
this time, neither MFC or Constable nor, to the knowledge of MFC or Constable,
any of their directors or executive officers, have the intention of acquiring
additional shares of Drummond, although MFC and Constable reserve the right to
make additional purchases on the open market, in private transactions and from
treasury. Neither MFC or Constable nor, to the knowledge of MFC or Constable,
any of their 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 July 27, 1998 filed by MFC, MFC was
the beneficial holder of 1,279,250 shares of common stock of Drummond. On
October 23, 1998, Constable acquired 65,000 shares of common stock of Drummond
for approximately $0.13 per share or an aggregate purchase price of
approximately $8,354. As a result, Constable beneficially owns, and has the
shared power with MFC to direct the vote and disposition of, 308,350 shares of
common stock of Drummond, which represents approximately 11.3% of Drummond's
issued and outstanding shares of common stock. MFC beneficially owns, and has
the shared power to direct the vote and disposition of, an aggregate of
308,350 shares of common stock of Drummond with Constable and 940,900 shares
of common stock of Drummond with Ballinger Corporation, and has the sole power
to direct the vote and disposition of 95,000 shares of common stock of
Drummond, representing approximately 49.4% of Drummond's issued and
outstanding shares of common stock.
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Page 6 of 7 Pages
To the knowledge of MFC and Constable, none of its directors or executive
officers have any power to vote or dispose of any shares of common stock of
Drummond, nor did they, MFC or Constable 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.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement between MFC Bancorp Ltd.
and Constable Investments Ltd. dated October 30, 1998.
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Page 7 of 7 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
-----------------------------------
(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
-----------------------------------
(Signature)
Michael J. Smith, President
-----------------------------------
(Name and Title)
October 30, 1998
-----------------------------------
(Date)
CONSTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith
-----------------------------------
(Signature)
Michael J. Smith, Director
-----------------------------------
(Name and Title)
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EXHIBIT INDEX
Exhibit Number Description
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1 Joint Filing Agreement between MFC Bancorp Ltd.
and Constable Investments Ltd. dated October 30, 1998.
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JOINT FILING AGREEMENT
THIS AGREEMENT dated the 30th day of October, 1998.
WHEREAS:
A. Constable Investments Ltd. ("Constable") is the beneficial holder of
308,350 shares of common stock of Drummond Financial Corporation ("Drummond")
and MFC Bancorp Ltd. ("MFC") is the direct beneficial holder of 95,000 shares
of common stock of Drummond and is the indirect beneficial holder of 1,249,250
shares of common stock of Drummond (including the shares held by Constable);
and
B. MFC and Constable (each a "Filer" and collectively, the "Filers") are
responsible for filing a Schedule 13D/A or Schedule 13D (the "Schedule 13D/A")
relating to the acquisition of the shares of common stock of Drummond,
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/A which is to be filed;
2. Each Filer is individually responsible for the timely filing of any
amendments to the Schedule 13D/A, 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/A as to the other Filer, unless such Filer knows or has
reason to believe that the information is inaccurate;
3. This Schedule 13D/A contains the required information with regard to each
Filer and indicates that it is filed on behalf of both Filers; and
4. Each Filer agrees that the Schedule 13D/A 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.
MFC BANCORP LTD. CONSTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith By: /s/ Michael J. Smith
----------------------------- -----------------------------
Michael J. Smith, President Michael J. Smith, Director
