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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
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(Name of Issuer)
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Common Stock, $0.01 Par Value
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(Title of Class of Securities)
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693286 10 6
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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)
December 7, 1999
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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. 693286 10 6
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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 AF
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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 0
Shares Bene- ---------------------------
ficially (8) Shared Voting Power 5,514,701*
Owned by -------------------------
Each Reporting (9) Sole Dispositive Power 0
Person ----------------------
With (10) Shared Dispositive Power 5,514,701*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,514,701*
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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) 80.5%*
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14) Type of Reporting Person CO
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* Assuming the conversion of 402,500 shares of preferred stock, series 1 and
97,206 shares of preferred stock, series 2 of ICHOR Corporation, based on a
conversion price as at December 7, 1999 of $2.57.
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Page 3 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 ICHOR Corporation ("ICHOR"), a Delaware corporation, having a
principal executive office at Suite 1250, 400 Burrard Street, Vancouver,
British Columbia, Canada, V6C 3A6.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC Bancorp Ltd. ("MFC"). MFC operates
in the financial services business 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 Suite 1250, 400 Burrard Street, Director and Canadian
Vancouver, British Columbia, Secretary of MFC
Canada V6C 3A6
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Sok Chu Kim 1072 - 59 Namhyn-Dong, Director of Korea Korean
Gwanak-Ku, Seoul, 151-080, Liberalization Fund
Korea Ltd.
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Julius Mallin 83 Winchester Street, Retired Businessman Canadian
Toronto, Ontario,
Canada M4X 1B1
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Oq-Hyun Chin 3,4th Floor, Kyung Am Bldg., Business Advisor, Korean
831-28 Yeoksam-Dong, The Art Group
Kangnam-Ku, Seoul, Korea Architects &
Engineers Ltd.
</TABLE>
During the last five years, MFC has not been, nor to the knowledge of MFC,
have any of its officers or directors 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.
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Page 4 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Drummond Financial Corporation ("Drummond"), a subsidiary of MFC, acquired
97,206 shares of 5% Cumulative Redeemable Convertible Preferred Stock, Series
2 of ICHOR in consideration of debt forgiveness of $972,060.
ITEM 4. PURPOSE OF TRANSACTION.
To the knowledge of MFC, Drummond has acquired the shares of common stock of
ICHOR 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 ICHOR, 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 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 7, 1999, Drummond acquired 97,206 shares of 5% Cumulative
Redeemable Convertible Preferred Stock, Series 2 (the "Series 2 Preferred
Stock") of ICHOR from treasury in consideration of $972,060 in debt
forgiveness. MFC controls 49.4% of the outstanding shares of common stock and
all of the voting preferred stock of Drummond, which gives MFC control of
76.0% of the voting power in Drummond. The Series 2 Preferred Stock have a
conversion price equal to 90% of the 20 day average closing trading price of
the shares of common stock of ICHOR on the stock exchange or quotation system
through which the largest number of shares of common stock traded during the
period immediately preceding the date that notice of conversion is delivered
to ICHOR. For the purposes of this Schedule 13D/A, the conversion price and
the amount of underlying common stock relating to the Series 2 Preferred Stock
have been calculated using the 20 day average closing trading price on
December 7, 1999, which was approximately $2.85.
As disclosed in the Schedule 13D/A filed by, among others, MFC dated January
4, 1999, MFC was the indirect beneficial holder of 3,570,320 shares of common
stock of ICHOR and 402,500 shares of 5% Cumulative Redeemable Convertible
Preferred Stock, Series 1 (the "Series 1 Preferred Stock") of ICHOR. The
Series 1 Preferred Stock are convertible on the same basis as the Series 2
Preferred Stock. For the purposes of this Schedule 13D/A, the conversion
price and amount of underlying common stock relating to the Series 1 Preferred
Stock have been calculated using the 20 day average closing trading price on
December 7, 1999, which was approximately $2.85. As a result of the above-
entioned transaction, MFC beneficially holds and has the shared power to
direct the vote and disposition of a total of 5,514,701 shares of common stock
of ICHOR, which represents approximately 80.5% of ICHOR's issued and
outstanding shares of common stock, assuming the conversion of the 402,500
shares of Series 1 Preferred Stock into an aggregate of 1,566,148 shares of
common stock of ICHOR and the conversion of the 97,206 shares of Series 2
Preferred Stock into
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Page 5 of 7 Pages
an aggregate of 378,233 shares of common stock of ICHOR, at a conversion price
of approximately $2.57 per share.
To the knowledge of MFC, none of its directors or executive officers have the
power to vote or dispose of any shares of common stock of ICHOR, nor did MFC
or its directors and executive officers 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.
On November 30, 1999, Drummond and ICHOR entered into a debt settlement
agreement (the "Settlement Agreement"), pursuant to which Drummond acquired
97,206 shares of Series 2 Preferred Stock of ICHOR in consideration of
$972,060 of debt forgiveness. The description of the transaction provided in
Item 5 above is qualified in its entirety by reference to Exhibit 1, which
contains a copy of the Settlement Agreement and is incorporated herein by
reference.
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Page 6 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Debt Settlement Agreement between Drummond
Financial Corporation and ICHOR Corporation
dated November 30, 1999. Incorporated by
reference to the Form 8-K dated December 7,
1999 of ICHOR Corporation.
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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.
December 9, 1999
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(Date)
MFC BANCORP LTD.
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By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, President
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(Name and Title)
