<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
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 of Class of Securities)
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 29, 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 11 Pages
CUSIP No. 693286 10 6
------------------------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC Bancorp Ltd.
------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
-----------------------------------------------------------
4) Source of Funds
--------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
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 2,929,951*
Owned by ----------------------------
Each Reporting (9) Sole Dispositive Power 0
Person -------------------------
With (10) Shared Dispositive Power 2,929,951*
-----------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,929,951*
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 42.6%*
---------------------
14) Type of Reporting Person CO
-----------------------------------------------
- ---------------------------
*Assuming the conversion of 402,500 shares of preferred stock, series 1 of
ICHOR Corporation and 97,206 shares of preferred stock, series 2 of ICHOR
Corporation, based on a conversion price as at December 28, 1999 of $2.55.
<PAGE> 3
Page 3 of 11 Pages
CUSIP No. 693286 10 6
---------------------------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
MFC Merchant Bank S.A.
-------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ x ]
3) SEC Use Only
-----------------------------------------------------------
4) Source of Funds
--------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
------------------------------------------------------------------------
6) Citizenship or Place of Organization Switzerland
-----------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------------
ficially (8) Shared Voting Power 970,320
Owned by ----------------------------
Each Reporting (9) Sole Dispositive Power 0
Person -------------------------
With (10) Shared Dispositive Power 970,320
-----------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 970,320
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 19.7%
---------------------
14) Type of Reporting Person CO
-----------------------------------------------
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Page 4 of 11 Pages
CUSIP No. 693286 10 6
-----------------------------------------
1) Names of Reporting Persons/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
--------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
------------------------------------------------------------------------
6) Citizenship or Place of Organization State of Washington
-----------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------------
ficially (8) Shared Voting Power 0
Owned by ----------------------------
Each Reporting (9) Sole Dispositive Power 0
Person -------------------------
With (10) Shared Dispositive Power 0
-----------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0
---------------------
14) Type of Reporting Person CO
-----------------------------------------------
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Page 5 of 11 Pages
CUSIP No. 693286 10 6
----------------------------------------
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)
------------------------------------------------------------------------
6) Citizenship or Place of Organization Tortola, British Virgin Islands
-----------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------------
ficially (8) Shared Voting Power 892,157*
Owned by ----------------------------
Each Reporting (9) Sole Dispositive Power 0
Person -------------------------
With (10) Shared Dispositive Power 892,157*
-----------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 892,157*
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 15.4%*
---------------------
14) Type of Reporting Person CO
-----------------------------------------------
- -----------------------------
*Assuming the conversion of 227,500 shares of preferred stock, series 1 of
ICHOR Corporation, based on a conversion price as at December 28, 1999 of
$2.55.
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Page 6 of 11 Pages
This Schedule 13D/A is being filed to correct and supplement information as
disclosed in the Schedule 13D/A (Amendment No. 5) filed by MFC Bancorp Ltd.
("MFC") and MFC Merchant Bank S.A. ("Merchant Bank") dated December 29,
1999.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par value
each of 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, Merchant Bank, Logan International
Corp. ("Logan") and Constable Investments Ltd. ("Constable"). MFC
operates in the financial services business and has a principal business and
office address at 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. Merchant
Bank is a wholly-owned subsidiary of MFC that operates in the banking and
financial services business and has a principal business and office address
at 53, Route de Malagnou, 1211 Geneva 17, Switzerland. Logan is a 80.6%
owned subsidiary of MFC that currently engages in real estate activities and
has a principal business and office address at Suite 1250, 400 Burrard
Street, Vancouver, British Columbia, Canada, V6C 3A6. 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 to 5 of this Schedule 13D/A for the
jurisdiction of organization of MFC, Merchant Bank, Logan and Constable.
The following table lists the names, citizenship, principal business
addresses and principal occupations of executive officers and directors of
Merchant Bank and Constable not previously reported. 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>
=============================================================================
NAME RESIDENCE OR PRINCIPAL CITIZENSHIP
BUSINESS ADDRESS OCCUPATION
=============================================================================
<S> <C> <C> <C>
Claudio Morandi 53, Route de Malagnou, Banker Swiss
1211 Geneva 17,
Switzerland
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Roy Zanatta Suite 1250, 400 Burrard Director and Canadian
Street, Vancouver, British Secretary of MFC
Columbia, Canada, V6C 3A6
=============================================================================
</TABLE>
<PAGE> 7
Page 7 of 11 Pages
Roland Waldvogel is no longer an executive officer or director of Logan.
Diana Beaumont and Jonathan Charles Brannam are no longer executive officers
or directors of Constable.
During the last five years, neither MFC, Merchant Bank, Logan or Constable
has been, nor to the knowledge of MFC, Merchant Bank, Logan or Constable,
have any of their 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.
Each of MFC, Merchant Bank, Logan 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.
Merchant Bank disposed of an aggregate of 2,600,000 shares of common stock of
ICHOR for aggregate proceeds of $8,060,000. Constable acquired 142,500
shares of 5% Cumulative Redeemable Convertible Preferred Stock, Series 1 (the
"Series 1 Preferred Stock") of ICHOR from Logan for aggregate proceeds of
$10,000.
ITEM 4. PURPOSE OF TRANSACTION.
Merchant Bank disposed of the shares of common stock of ICHOR, Logan disposed
of the shares of Series 1 Preferred Stock of ICHOR and Constable acquired the
shares of Series 1 Preferred Stock of ICHOR for investment purposes. At this
time, neither MFC, Merchant Bank, Logan or Constable, nor, to the knowledge
of MFC, Merchant Bank, Logan or Constable, any of their directors or
executive officers, have the intention of acquiring additional shares of
ICHOR, although MFC, Merchant Bank, Logan and Constable reserve the right to
make additional purchases on the open market, in private transactions and
from treasury. Neither MFC, Merchant Bank, Logan or Constable, nor, to the
knowledge of MFC, Merchant Bank, Logan or Constable, any of their 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.
As disclosed in the Schedule 13D/A (Amendment No. 4) filed by MFC dated
December 9, 1999, MFC was the indirect beneficial holder of 3,570,320 shares
of common stock of ICHOR, 402,500 shares of Series 1 Preferred Stock of ICHOR
and 97,206 shares of 5% Cumulative Redeemable Convertible Preferred Stock,
Series 2 (the "Series 2 Preferred Stock") of ICHOR. The Series 1 Preferred
Stock and 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
<PAGE> 8
Page 8 of 11 Pages
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 amount of underlying common stock relating to the
Series 1 Preferred Stock and the Series 2 Preferred Stock have been
calculated using the 20-day average closing trading price on December 28,
1999, which was approximately $2.83. As a result of the disposition of shares
by Merchant Bank, MFC beneficially holds and has the shared power to direct
the vote and disposition of an aggregate of 2,929,951 shares of common stock
of ICHOR, which represents approximately 42.6% 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 1,578,431 shares of
common stock of ICHOR and the conversion of the 97,206 shares of Series 2
Preferred Stock into an aggregate of 381,200 shares of common stock of ICHOR,
at a conversion price of approximately $2.55 per share.
As disclosed in the Schedule 13D/A (Amendment No. 3) filed by, among others,
Merchant Bank dated January 4, 1999, Merchant Bank was the beneficial holder
of 3,570,320 shares of common stock of ICHOR. On December 29, 1999, Merchant
Bank completed the sale of an aggregate of 2,600,000 shares of common stock
of ICHOR at a purchase price of $3.10 per share. As a result, Merchant Bank
beneficially holds and has the shared power to direct the vote and
disposition of an aggregate of 970,320 shares of common stock of ICHOR, which
represents approximately 19.7% of ICHOR's issued and outstanding shares of
common stock. These 970,320 shares of common stock of ICHOR were purchased
pursuant to the terms of share purchase agreements between Merchant Bank and
each of Logan and Drummond Financial Corporation ("Drummond") dated January
4, 1999 (collectively, the "Purchase Agreements"). Merchant Bank has agreed
to sell such shares on or before December 31, 2003 and pay 94% of the
proceeds therefrom to Logan and Drummond, respectively.
As disclosed in the Schedule 13D/A (Amendment No. 3) filed by, among others,
Logan dated January 4, 1999, Logan was the beneficial holder of 142,500
shares of Series 1 Preferred Stock of ICHOR. On December 29, 1999, Logan
completed the sale of 142,500 shares of Series 1 Preferred Stock to Constable
for aggregate proceeds of $10,000. As a result, Logan does not beneficially
hold, nor does it share the power with any person to direct the vote and
disposition of, any shares of common stock of ICHOR.
As disclosed in the Schedule 13D/A (Amendment No. 1) filed by, among others,
Constable dated March 13, 1998, Constable was the beneficial holder of 85,000
shares of Series 1 Preferred Stock of ICHOR. On December 29, 1999, Constable
purchased 142,500 additional shares of Series 1 Preferred Stock of ICHOR from
Logan at an aggregate purchase price of $10,000. As a result, Constable
beneficially holds and has the shared power to direct the vote and
disposition of an aggregate of 892,157 shares of common stock of ICHOR, which
represents approximately 15.4% of ICHOR's issued and outstanding shares of
common stock, assuming the conversion of the 227,500 shares of Series 1
Preferred Stock at a conversion price of approximately $2.55 per share.
<PAGE> 9
Page 9 of 11 Pages
To the knowledge of MFC, Merchant Bank, Logan and Constable, none of their
directors or executive officers have the power to vote or dispose of any
shares of common stock of ICHOR, nor did MFC, Merchant Bank, Logan, Constable
or their 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.
As disclosed in the Schedule 13D/A (Amendment No. 3) filed by, among others,
Merchant Bank dated January 4, 1999, pursuant to the Purchase Agreements,
Merchant Bank has agreed to sell its shares of common stock of ICHOR on or
before December 31, 2003 and pay 94% of the proceeds therefrom to Logan and
Drummond, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement between MFC Bancorp Ltd.,
MFC Merchant Bank, S.A., Logan International
Corp. and Constable Investments Ltd. dated January
7, 2000.
2 Share Purchase Agreement between MFC Merchant Bank
S.A. and Logan International Corp. dated January 4,
1999. Incorporated by reference to the Schedule
13D/A relating to ICHOR Corporation dated January
4, 1999.
3 Share Purchase Agreement between MFC Merchant Bank
S.A. and Drummond Financial Corporation dated
January 4, 1999. Incorporated by reference to the
Schedule 13D/A relating to ICHOR Corporation dated
January 4, 1999
<PAGE> 10
Page 10 of 11 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.
January 7, 2000
-----------------------------------
(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
-----------------------------------
(Signature)
Michael J. Smith, President
-----------------------------------
(Name and Title)
January 7, 2000
----------------------------------
(Date)
MFC MERCHANT BANK S.A.
By: /s/ Claudio Morandi
---------------------------------
(Signature)
Claudio Morandi, President
----------------------------------
(Name and Title)
<PAGE> 11
Page 11 of 11 Pages
January 7, 2000
-----------------------------------
(Date)
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
----------------------------------
(Signature)
Michael J. Smith, Director
----------------------------------
(Name and Title)
January 7, 2000
----------------------------------
(Date)
CONSTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith
----------------------------------
(Signature)
Michael J. Smith, Director
----------------------------------
(Name and Title)
<PAGE> 12
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement between MFC Bancorp Ltd.,
MFC Merchant Bank, S.A., Logan International Corp.
and Constable Investments Ltd. dated January 7,
2000.
2 Share Purchase Agreement between MFC Merchant Bank
S.A. and Logan International Corp. dated January 4,
1999. Incorporated by reference to the Schedule
13D/A relating to ICHOR Corporation dated January
4, 1999.
3 Share Purchase Agreement between MFC Merchant Bank
S.A. and Drummond Financial Corporation dated
January 4, 1999. Incorporated by reference to the
Schedule 13D/A relating to ICHOR Corporation dated
January 4, 1999
<PAGE> 1
JOINT FILING AGREEMENT
THIS AGREEMENT dated the 7th day of January, 2000.
WHEREAS:
A. MFC Merchant S.A. ("Merchant Bank") disposed of 2,600,000 shares of
common stock of ICHOR Corporation ("ICHOR") beneficially held by it;
B. Logan International Corp. ("Logan") sold 142,500 shares of 5%
Cumulative Redeemable Convertible Preferred Stock, Series 1 of ICHOR
beneficially held by it to Constable Investments Ltd. ("Constable");
C. Merchant Bank and Constable are wholly-owned subsidiaries and Logan is a
80.6% owned subsidiary of MFC Bancorp Ltd. ("MFC"); and
D. Each of MFC, Merchant Bank, Logan and Constable (each a "Filer" and
collectively, the "Filers") is responsible for filing a Schedule 13D/A
(the "Schedule 13D/A") relating to the acquisition or disposition of
the shares of common stock of ICHOR, 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. MFC MERCHANT BANK S.A.
By: /s/ Michael J. Smith By: /s/ Claudio Morandi
------------------------------ ----------------------------
Michael J. Smith, President Claudio Morandi, President
LOGAN INTERNATIONAL CORP. CONSTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith By: /s/ Michael J. Smith
---------------------------- ----------------------------
Michael J. Smith, Director Michael J. Smith, Director
