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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
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 7 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
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4) Source of Funds
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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 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 3 of 7 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)
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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
-----------------------------------------------
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*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.
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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 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 Merchant Bank S.A. ("Merchant
Bank"). Merchant Bank is organized under the laws of Switzerland, operates
in the banking and financial services business and has a principal business
and office address at Route de Malagnon, 53, 1211 Geneva 17, Switzerland.
Merchant Bank is a wholly-owned subsidiary of MFC Bancorp Ltd. ("MFC"), which
is organized under the laws of the Yukon Territory, Canada, operates in the
financial services business and has a principal business and office address
at 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland.
The following table lists the names, citizenship, principal business
addresses and principal occupations of the executive officers and directors
of Merchant Bank and MFC.
<TABLE>
<CAPTION>
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NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION CITIZENSHIP
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<S> <C> <C> <C>
Jimmy S.H. Lee Route de Malagnon, 53, Trustee, Pres- Canadian
1211 Geneva 17, ident and
Switzerland Chief Executive
Officer of Mercer
International Inc.
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Claudio Morandi Route de Malagnon, 53, Banker Swiss
1211 Geneva 17,
Switzerland
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Max Huber Route de Malagnon, 53, Independent Swiss
1211 Geneva 17, Consultant
Switzerland
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Fritz Graf Route de Malagnon, 53, Independent Swiss
1211 Geneva 17, Consultant
Switzerland
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Hans-Rudolf Steiner Route de Malagnon, 53, Attorney-at-Law Swiss
1211 Geneva 17,
Switzerland
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Michael J. Smith 6 Rue Charles-Bonnet, Director, Pres- British
1206 Geneva, ident and Chief
Switzerland Executive Officer
of MFC
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Roy Zanatta Suite 1250, 400 Director and Canadian
Burrard Street, Secretary of
Vancouver, British MFC
Columbia, Canada,
V6C 3A6
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Sok Chu Kim 1071-59 Namhyun-Dong, Director of Korean
Gwanak-Kn, Seoul, Korea
Korea Liberalization
Fund Ltd.
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Julius Mallin 256 Jarvis Street, Retired Canadian
Apt. 8D, Toronto, Businessman
Ontario, Canada,
M5B 2J4
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Oq-Hyun Chin 3,4 Floor, Kyung Business Advisor, Korean
Am Bldg., 831028 The Art Group
Yeoksam-Dong, Architects &
Kangnam-Ku, Seoul, Engineers Ltd.
Korea
=============================================================================
</TABLE>
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Page 5 of 7 Pages
During the last five years, neither Merchant Bank nor MFC has been, nor to
the knowledge of Merchant Bank or MFC, 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.
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.
ITEM 4. PURPOSE OF TRANSACTION.
At this time, neither Merchant Bank or MFC, nor, to the knowledge of Merchant
Bank or MFC, any of their directors or executive officers, have the intention
of acquiring additional shares of ICHOR, although Merchant Bank and MFC
reserve the right to make additional purchases on the open market, in private
transactions and from treasury. Neither Merchant Bank or MFC, nor, to the
knowledge of Merchant Bank or MFC, 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 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 International Corp. ("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 filed by, among others, 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 5% Cumulative Redeemable Convertible
Preferred Stock, Series 1 (the "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
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Page 6 of 7 Pages
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 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 a total 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.
To the knowledge of Merchant Bank and MFC, none of their directors or
executive officers have the power to vote or dispose of any shares of common
stock of ICHOR, nor did Merchant Bank, MFC 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 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
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1 Joint Filing Agreement between MFC Merchant Bank, S.A.
and MFC Bancorp Ltd. dated December 29, 1999.
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.
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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 29, 1999
----------------------------------
(Date)
MFC MERCHANT BANK S.A.
By: /s/ Claudio Morandi
----------------------------------
(Signature)
Claudio Morandi, Managing Director
--------------------------------
(Name and Title)
December 29, 1999
--------------------------------
(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
--------------------------------
(Signature)
Michael J. Smith, President
---------------------------------
(Name and Title)
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JOINT FILING AGREEMENT
----------------------
THIS AGREEMENT dated the 29th day of December, 1999.
WHEREAS:
A. MFC Merchant Bank S.A. ("Merchant Bank") disposed of 2,600,000 shares of
common stock of ICHOR Corporation ("ICHOR") beneficially held by it;
B. Merchant Bank is a wholly-owned subsidiary of MFC Bancorp Ltd. ("MFC");
and
C. Each of Merchant Bank and MFC (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 any 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 all 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 MERCHANT BANK S.A. MFC BANCORP LTD.
By: By:
/s/ Claudio Morandi /s/ Michael J. Smith
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Claudio Morandi, Director Michael J. Smith, President
