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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
LOGAN INTERNATIONAL CORP.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
54100P 10 0
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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 28, 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. 54100P 10 0
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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 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 7,640,960
Shares Bene- --------------------------
ficially (8) Shared Voting Power 5,115,900
Owned by ------------------------
Each Reporting (9) Sole Dispositive Power 7,640,960
Person ---------------------
With (10) Shared Dispositive Power 5,115,900
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,756,860
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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) 80.6%
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14) Type of Reporting Person CO
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Page 3 of 7 Pages
CUSIP No. 54100P 10 0
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Constable Investments 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 Tortola, British Virgin Islands
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Number of (7) Sole Voting Power 0
Shares Bene- --------------------------
ficially (8) Shared Voting Power 5,070,900
Owned by ------------------------
Each Reporting (9) Sole Dispositive Power 0
Person ---------------------
With (10) Shared Dispositive Power 5,070,900
-------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,070,900
-------------
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) 32.0%
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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 par value of $0.01
of Logan International Corp. ("Logan"), a Washington corporation, having a
principal executive office at Suite 1250, 400 Burrard Street, Vancouver,
British Columbia, V6C 3A6, Canada.
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. Sutton
Park International Limited ("Sutton Park") is a wholly-owned operating company
of MFC organized under the laws of the British Virgin Islands and has a
principal business and office address at 6 Rue Charles-Bonnet, 1206 Geneva,
Switzerland. See Item 6 on page 2 and 3 of this Schedule 13D/A for the
jurisdiction of organization of MFC and Constable, respectively.
The names, citizenship, principal business addresses and principal occupations
of the executive officers and directors of MFC and Constable have been
disclosed in the previous Schedule 13D/A dated October 30, 1998. Diane
Beaumont and Jonathan Charles Brannam have, however, ceased to be executive
officers and directors of Constable. The names, citizenship, principal
business addresses and principal occupations of the executive officers and
directors of Sutton Park are in the following table. Sanne Trust Company
Limited ("Sanne") is the corporate secretary of Constable and Sutton Park 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
BUSINESS ADDRESS OCCUPATION CITIZENSHIP
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<S> <C> <C> <C>
Michael J. Smith 6 Rue Charles-Bonnet, Director, President and British
1206 Geneva, Switzerland Chief Executive Officer
of MFC
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Roy Zanatta Suite 1250, Director and Canadian
400 Burrard Street, Secretary of MFC
Vancouver, B.C.
Canada V6C 3A6
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</TABLE>
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Page 5 of 7 Pages
During the last five years, neither MFC nor 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Constable has paid an aggregate of $2,050,000 or $0.41 per share for 5,000,000
shares of common stock in the capital of Logan. The purchase price was paid
from Constable's cash reserves. Sutton Park has paid an aggregate of
$8,648.33 for 45,000 shares of common stock in the capital of Logan. The
purchase price was paid from Sutton Park's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
MFC and Constable have acquired the shares of Logan for investment purposes.
At this time, neither MFC nor Constable nor, to the knowledge of MFC or
Constable, any of their directors or executive officers, have the intention of
acquiring additional shares of Logan, although MFC and Constable reserve the
right to make additional purchases on the open market, in private transactions
and from treasury. Neither MFC nor 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 October 30, 1998 filed by MFC, MFC
was the beneficial holder of 7,711,860 shares of common stock of Logan. On
June 30, 1999, Sutton Park, a wholly-owned subsidiary of MFC, acquired 45,000
shares of common stock of Logan for approximately $0.1922 per share for an
aggregate purchase price of $8,648.33. On December 28, 1999, Constable
acquired 5,000,000 shares of common stock of Logan for $0.41 per share for an
aggregate purchase price of $2,050,000. As a result, Constable beneficially
owns, and has the shared power with MFC to direct the vote and disposition of
5,070,900 shares of common stock of Logan, which represents approximately
32.0% of Logan's issued and outstanding shares of common stock. MFC has the
sole power to direct the vote and disposition of a total of 7,640,690 shares
of common stock of Logan and shares the power to direct the vote and
disposition of 5,115,900 shares of common stock of Logan with Constable (as to
5,070,900 shares) and Sutton Park (as to 45,000 shares), which represents
approximately 80.6% of the issued and outstanding shares of common stock of
Logan.
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Page 6 of 7 Pages
To the knowledge of MFC and Constable, none of their directors or executive
officers have any power to vote or dispose of any shares of common stock of
Logan, 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 January 6, 2000.
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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.
January 6, 2000
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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)
January 6, 2000
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(Date)
CONSTABLE INVESTMENTS LTD.
By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, Director
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(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 January 6, 2000.
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JOINT FILING AGREEMENT
THIS AGREEMENT dated the 6th day of January, 2000.
WHEREAS:
A. Constable Investments Ltd. ("Constable") is the beneficial holder of
5,070,900 shares of common stock of Logan International Corp. ("Logan") and
MFC Bancorp Ltd. ("MFC") is the direct beneficial holder of 7,640,960 shares
of common stock of Logan and is the indirect beneficial holder of 5,115,900
shares of common stock of Logan (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 Logan, 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
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Michael J. Smith, President Michael J. Smith, Director
