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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
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)
July 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 5 Pages
CUSIP No. 126 60E 105
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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
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4) Source of Funds 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 95,000
Shares Bene- --------------------------
ficially (8) Shared Voting Power 1,184,250
Owned by ------------------------
Each Reporting (9) Sole Dispositive Power 95,000
Person ---------------------
With (10) Shared Dispositive Power 1,184,250
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,279,250
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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) 47.1%
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14) Type of Reporting Person CO
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Page 3 of 5 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"). MFC operates
in the financial services segment and has a principal business and office
address at 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. 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.
<TABLE>
<CAPTION>
NAME RESIDENCE PRINCIPAL
OR 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
831028 Yeoksam-Dong, The Art Group Architects
Kangnam-Ku, Seoul, Korea & Engineers Ltd.
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</TABLE>
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.
MFC has paid an aggregate of approximately $17,100 or $0.18 per share for
95,000 shares of common stock of Drummond. The purchase price was paid from
MFC's cash reserves.
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Page 4 of 5 Pages
ITEM 4. PURPOSE OF TRANSACTION.
MFC has acquired the shares of Drummond 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
Drummond, 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
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.
As disclosed in the Schedule 13D/A dated June 11, 1998 filed by MFC and
Constable Investments Ltd.("Constable"), MFC was the beneficial holder of
1,184,250 shares of common stock of Drummond. On July 23, 1998, MFC acquired
95,000 shares of common stock of Drummond for approximately $0.18 per share or
an aggregate purchase price of approximately $17,100. As a result, MFC
beneficially owns an aggregate of 1,279,250 shares of common stock of
Drummond, which represents approximately 47.1% of Drummond's issued and
outstanding shares of common stock. MFC has the sole power to direct the vote
and disposition of 95,000 shares of common stock of Drummond and shares the
power to direct the vote and disposition of 243,350 shares of common stock of
Drummond with Constable and 940,900 shares of common stock of Drummond with
Ballinger Corporation.
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 Drummond, nor did
they or MFC 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.
None.
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Page 5 of 5 Pages
SIGNATURE
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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.
July 27, 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)
