<PAGE> 1
SCHEDULE 13D
------------
UNDER THE SECURITIES EXCHANGE ACT OF 1934
International Mercantile Corporation
(Name of Issuer)
$1.00 Par Value Capital Stock (Common Stock)
(Title of Class of Securities)
CUSIP 459858 20 5
(CUSIP Number)
Continent Finance Corporation Arthur E. Fillmore, II
International Mercantile Corp. Fillmore & Griffin, LLC
po box 340 4600 Madison, Suite 670
Olney Maryland 20832 Kansas City, MO 64112
301/774-6913 816/531-6200
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications)
August 20, 1997
(Date of Event Which Requires Filing of this Statement)
Check the following box if the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule
13D and is filing this schedule because of Rule 13d-l(b)(3) or (4).
Check the following box if a fee is being paid
with this statement. x
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SCHEDULE 13D
CUSIP No. 459858 20 5
(1) Names of Reporting Persons. S.S. Sarah Saul Simon Trust
or I.R.S. Identification Nos. of [526808231 tax ID#1]
Above Persons
(2) Check the Appropriate Box if a (a) []
Member of a Group ----------------------------
(See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds
(See Instructions)
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
(7) Sole Voting 500,000
Number Power
of Shares ------------------------------- ---------------------------
Beneficially (8) Shared Voting -0-
Owned by Power
Each ------------------------------- ---------------------------
Reporting (9) Sole Dispositive
Person Power 500,000
With ------------------------------- ---------------------------
(10) Shared Dispositive
Power -0-
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 500,000
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by
Amount in Row (11) 23%
(14) Type of Reporting Person
(See Instructions) Company
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SCHEDULE 13D
CUSIP No. 459858 20 5
(1) Names of Reporting Persons. S.S. John Schlick
or I.R.S. Identification Nos. of
Above Persons
(2) Check the Appropriate Box if a (a) []
Member of a Group ----------------------------
(See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds
(See Instructions)
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
(7) Sole Voting 500,000
Number Power
of Shares ------------------------------- ---------------------------
Beneficially (8) Shared Voting -0-
Owned by Power
Each ------------------------------- ---------------------------
Reporting (9) Sole Dispositive
Person Power 500,000
With ------------------------------- ---------------------------
(10) Shared Dispositive
Power -0-
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 500,000
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by
Amount in Row (11) 23%
(14) Type of Reporting Person
(See Instructions) Company
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SCHEDULE 13D
CUSIP No. 459858 20 5
(1) Names of Reporting Persons. S.S. David Horn
or I.R.S. Identification Nos. of
Above Persons
(2) Check the Appropriate Box if a (a) []
Member of a Group ----------------------------
(See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds
(See Instructions)
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
(7) Sole Voting 500,000
Number Power
of Shares ------------------------------- ---------------------------
Beneficially (8) Shared Voting -0-
Owned by Power
Each ------------------------------- ---------------------------
Reporting (9) Sole Dispositive
Person Power 500,000
With ------------------------------- ---------------------------
(10) Shared Dispositive
Power -0-
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 500,000
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by
Amount in Row (11) 23%
(14) Type of Reporting Person
(See Instructions) Company
<PAGE> 5
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
ITEM 1. SECURITY AND ISSUER
This statement relates to the $1.00 par value Capital Stock of
International Mercantile Corporation ("Issuer") The name and address of the
principal executive office of Issuer is:
International Mercantile
Corporation
PO Box 340
Olney, M.D. 20832
ITEM 2. IDENTITY AND BACKGROUND
The second filing entity is Sarah Saul Simon Trust, (SSS)., which owns
one third of the voting shares of Continent Finance Corporation. The principal
business of CFC is that of mortgage capitalization and real estate acquisition.
The principal office of CFC PO BOX 340 Olney MD 20832. CFC has not been
convicted, in the past five years, in any criminal proceeding during the last
five years, has not been a party to any civil proceeding concerning the
violation of state or federal securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Continent Finance Corporation acquired, in separate but related
transactions, legal or beneficial ownership of the following subject securities
of Issuer for the following amounts and consideration:
By Consent Action in lieu of a Special Meeting of the Board of
Directors of the Issuer, executed as of July 7, 1997, the Board of Directors of
the Issuer authorized a 31 to 1 reverse stock split (the "Reverse Split") of
Issuer's $1.00 par value per share common stock, reducing the number of shares
of Issuer's issued and outstanding common stock to 101,070. The Reverse Split
was to be effective only upon, and simultaneously with, (i) the contribution to
the Issuer, by CFC., a Delaware Corporation, of 100% of the outstanding shares
of the common stock of Home America Mortgage Company, a La., Corporation,
valued at $10,950,000 in exchange for the issuance of 1,000,000 post-Reverse
Split shares of the Issuer's common stock to it; and (ii) the contribution, to
Issuer, by Continent Finance Corporation, a Delaware corporation, of 200,000
shares of the Preferred stock of Mortgage Bankers Holding Company, par value
$100.00., a New York corporation, valued at $20,000,000, in exchange for the
issuance to it of 500,000 post-Reverse Split shares of the Issuer's, with the
rights to 2,000,000 additional shares if the Preferred stock maintains it's
value until March 30, 1998, or if the stock is used to acquire additional
companies, or if the Preferred stock is redeemed for fair value at any time.
Said new issuances of Issuer's common stock occurred on September 30, 1997 and
represent a controlling interest of Issuer as a result of the prior
effectiveness of the Reverse Split. Sarah Saul Simon Trust owns approximately
23% of the issued and outstanding
<PAGE> 6
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
ITEM 1. SECURITY AND ISSUER
This statement relates to the $1.00 par value Capital Stock of
International Mercantile Corporation ("Issuer") The name and address of the
principal executive office of Issuer is:
International Mercantile
Corporation
PO Box 340
Olney, M.D. 20832
ITEM 2. IDENTITY AND BACKGROUND
The third filing entity is David Horn, who owns one third of the voting
shares of Continent Finance Corporation. The principal business of CFC is that
of mortgage capitalization and real estate acquisition. The principal office of
CFC PO BOX 340 Olney MD 20832. CFC has not been convicted, in the past five
years, in any criminal proceeding during the last five years, has not been a
party to any civil proceeding concerning the violation of state or federal
securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Continent Finance Corporation acquired, in separate but related
transactions, legal or beneficial ownership of the following subject securities
of Issuer for the following amounts and consideration:
By Consent Action in lieu of a Special Meeting of the Board of
Directors of the Issuer, executed as of July 7, 1997, the Board of Directors of
the Issuer authorized a 31 to 1 reverse stock split (the "Reverse Split") of
Issuer's $1.00 par value per share common stock, reducing the number of shares
of Issuer's issued and outstanding common stock to 101,070. The Reverse Split
was to be effective only upon, and simultaneously with, (i) the contribution to
the Issuer, by CFC., a Delaware Corporation, of 100% of the outstanding shares
of the common stock of Home America Mortgage Company, a La., Corporation,
valued at $10,950,000 in exchange for the issuance of 1,000,000 post-Reverse
Split shares of the Issuer's common stock to it; and (ii) the contribution, to
Issuer, by Continent Finance Corporation, a Delaware corporation, of 200,000
shares of the Preferred stock of Mortgage Bankers Holding Company, par value
$100.00., a New York corporation, valued at $20,000,000, in exchange for the
issuance to it of 500,000 post-Reverse Split shares of the Issuer's, with the
rights to 2,000,000 additional shares if the Preferred stock maintains it's
value until March 30, 1998, or if the stock is used to acquire additional
companies, or if the Preferred stock is redeemed for fair value at any time.
Said new issuances of Issuer's common stock occurred on September 30, 1997 and
represent a controlling interest of Issuer as a result of the prior
effectiveness of the Reverse Split. David Horn owns approximately 23% of the
issued and outstanding
<PAGE> 7
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF
1934
ITEM 1. SECURITY AND ISSUER
This statement relates to the $1.00 par value Capital Stock of
International Mercantile Corporation ("Issuer") The name and address of the
principal executive office of Issuer is:
International Mercantile
Corporation
PO Box 340
Olney, M.D. 20832
ITEM 2. IDENTITY AND BACKGROUND
The fourth filing entity is John Schlick, who owns one third of the
voting shares of Continent Finance Corporation. The principal business of CFC is
that of mortgage capitalization and real estate acquisition. The principal
office of CFC PO BOX 340 Olney MD 20832. CFC has not been convicted, in the
past five years, in any criminal proceeding during the last five years, has not
been a party to any civil proceeding concerning the violation of state or
federal securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Continent Finance Corporation acquired, in separate but related
transactions, legal or beneficial ownership of the following subject securities
of Issuer for the following amounts and consideration:
By Consent Action in lieu of a Special Meeting of the Board of
Directors of the Issuer, executed as of July 7, 1997, the Board of Directors of
the Issuer authorized a 31 to 1 reverse stock split (the "Reverse Split") of
Issuer's $1.00 par value per share common stock, reducing the number of shares
of Issuer's issued and outstanding common stock to 101,070. The Reverse Split
was to be effective only upon, and simultaneously with, (i) the contribution to
the Issuer, by CFC., a Delaware Corporation, of 100% of the outstanding shares
of the common stock of Home America Mortgage Company, a La., Corporation,
valued at $10,950,000 in exchange for the issuance of 1,000,000 post-Reverse
Split shares of the Issuer's common stock to it; and (ii) the contribution, to
Issuer, by Continent Finance Corporation, a Delaware corporation, of 200,000
shares of the Preferred stock of Mortgage Bankers Holding Company, par value
$100.00., a New York corporation, valued at $20,000,000, in exchange for the
issuance to it of 500,000 post-Reverse Split shares of the Issuer's, with the
rights to 2,000,000 additional shares if the Preferred stock maintains it's
value until March 30, 1998, or if the stock is used to acquire additional
companies, or if the Preferred stock is redeemed for fair value at any time.
Said new issuances of Issuer's common stock occurred on September 30, 1997 and
represent a controlling interest of Issuer as a result of the prior
effectiveness of the Reverse Split. John Schlick owns approximately 23% of the
issued and outstanding
<PAGE> 8
shares of $1.00 par value common stock of Issuer.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction was the acquisition of voting control
of Issuer. After the transaction, Sarah Saul Simon Trust, will own approximately
23% of Issuer's common stock.
Said corporations plan neither to liquidate Issuer or its subsidiaries
nor to sell or dispose of substantial portions of its assets.
[No material changes in Issuer's business, corporate or capital
structure, character, dividend policy, or any other material change in the
business of Issuer is contemplated.]
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No such contracts, arrangements, understandings, or relationships
exist among the reporting persons described in Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed regarding acquisition of voting control
by Continent Finance Corporation of Issuer's $1.00 par value capital stock:
1. Consent Action in Lieu of Special Meeting of the Board of
Directors of International Mercantile Corporation, executed as of July 7, 1997.
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.
CONTINENT FINANCE CORPORATION
DATED:
BY:
MAX APPLE
PRESIDENT
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shares of $1.00 par value common stock of Issuer.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction was the acquisition of voting control
of Issuer. After the transaction, David Horn, will own approximately 23% of
Issuer's common stock.
Said corporations plan neither to liquidate Issuer or its subsidiaries
nor to sell or dispose of substantial portions of its assets.
[No material changes in Issuer's business, corporate or capital
structure, character, dividend policy, or any other material change in the
business of Issuer is contemplated.]
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No such contracts, arrangements, understandings, or relationships
exist among the reporting persons described in Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed regarding acquisition of voting control
by Continent Finance Corporation of Issuer's $1.00 par value capital stock:
1. Consent Action in Lieu of Special Meeting of the Board of
Directors of International Mercantile Corporation, executed as of July 7, 1997.
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.
CONTINENT FINANCE CORPORATION
DATED:
BY:
MAX APPLE
PRESIDENT
<PAGE> 10
shares of $1.00 par value common stock of Issuer.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the transaction was the acquisition of voting control
of Issuer. After the transaction, John Schlick, will own approximately 23% of
Issuer's common stock.
Said corporations plan neither to liquidate Issuer or its subsidiaries
nor to sell or dispose of substantial portions of its assets.
[No material changes in Issuer's business, corporate or capital
structure, character, dividend policy, or any other material change in the
business of Issuer is contemplated.]
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No such contracts, arrangements, understandings, or relationships
exist among the reporting persons described in Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is filed regarding acquisition of voting control
by Continent Finance Corporation of Issuer's $1.00 par value capital stock:
1. Consent Action in Lieu of Special Meeting of the Board of
Directors of International Mercantile Corporation, executed as of July 7, 1997.
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.
CONTINENT FINANCE CORPORATION
DATED:
BY:
MAX APPLE
PRESIDENT
