<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Nord Resources Corporation
---------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
---------------------------------------------------
(Title of Class of Securities)
655555 10 0
---------------------------------------------------
(CUSIP Number)
James C. Colihan, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(212)626-4680
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 25, 1996
---------------------------------------------------
(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 which 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 655555 10 0 Page 2 of 8 Pages
-----------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jean-Raymond Boulle
(foreign person - no IRS identification number issued)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
British
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned By 6,000,000
Each
Reporting 9 Sole Dispositive Power
Person -0-
With
10 Shared Dispositive Power
6,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
27.46%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 655555 10 0 Page 3 of 8 Pages
-----------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MIL (Investments) S.A.
(foreign person - no IRS identification number issued)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Luxembourg
7 Sole Voting Power
Number of -0-
Shares
Beneficially 8 Shared Voting Power
Owned By 6,000,000
Each
Reporting 9 Sole Dispositive Power
Person -0-
With
10 Shared Dispositive Power
6,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
27.46%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 (this "Amendment") to the Schedule 13D filed on April 25,
1996, as amended by Amendment No. 1 thereto filed on July 11, 1996 and as
further amended by Amendement No. 2 thereto filed on October 25, 1996 (the
"Schedule 13D") on behalf of MIL (Investments) S.A., a Luxembourg corporation
("MIL"), and Mr. Jean-Raymond Boulle, a British citizen with a residential
address at Seaside Plaza, Batiment C, 6 avenue des Ligures, MC-98000 Monaco
("Mr. J.R. Boulle"), relates to the Common Stock, par value $.01 per share
("Nord Common Stock"), of Nord Resources Corporation, a Delaware corporation
("Nord"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Schedule
13D.
Item 1. Security and Issuer
This Amendment relates to 2,000,000 additional shares of Nord Common
Stock (the "Acquisition Shares") that MIL acquired on November 25, 1996
pursuant to that certain Stock Purchase and Sale Agreement (the "Stock Purchase
Agreement") dated October 16, 1996 between Nord and MIL. The total number of
shares of Nord Common Stock beneficially owned by MIL is 6,000,000, consisting
of the Acquisition Shares, 3,160,000 shares of Nord Common Stock acquired by
MIL on April 15, 1996 pursuant to the Stock Purchase and Sale Agreement between
Nord and MIL dated April 15, 1996 (the "April 15 Agreement"), and 840,000
shares of Nord Common Stock acquired by MIL through conversion of the
Promissory Note on July 2, 1996 pursuant to the Agreement between Nord and MIL
dated April 15, 1996 related to the Promissory Note.
Item 3. Source and Amount of Funds or Other Consideration
MIL purchased the Acquisition Shares for an aggregate purchase price
of $10,000,000 (the "Purchase Price"). The Purchase Price was paid in cash from
MIL's working capital.
Item 4. Purpose of Transaction
(d) In connection with the execution and delivery of the Stock Purchase
Agreement, on November 25, 1996, MIL and Nord entered into an
Amendment No. 1 to the April 15 Agreement ("Amendment No. 1") which
Amendment No. 1 reflects (i) the reduction of the Board of Directors
of Nord from eight (8) to seven (7) members with MIL retaining the
right to designate three (3) members as provided for in the April
Agreements, and (ii) the obligation of MIL to vote all of the Nord
Common Stock held by MIL for the nominees designated by the Board of
Directors of Nord (excluding MIL's nominees) for the Board of
Directors of Nord until after the annual meeting in the year 1999
rather than the year 2000.
Item 5. Securities of the Issuer
(a) MIL is the beneficial and record owner of 6,000,000 shares of Common
Stock (the "Nord Shares"), representing approximately 27.5% of the
issued and outstanding shares of such Common Stock after giving effect
to the issuance thereof.
Page 4 of 8
<PAGE>
Except as disclosed in this Item 5(a), neither MIL, Mr. J. R. Boulle
nor, to the best of their knowledge, any of MIL's executive officers
and directors, beneficially owns any securities of Nord or has a right
to acquire any securities of Nord.
(b) MIL and Mr. J. R. Boulle may be deemed to hold shared power to direct
the vote and to direct the disposition of the Nord Shares by virtue of
Mr. J. R. Boulle's beneficial ownership of all of the issued and
outstanding capital stock of MIL.
Except as described in this Item 5(b), neither MIL, Mr. J. R. Boulle
nor, to the best of their knowledge, any of MIL's executive officers
or directors, presently has the power to vote or to direct the vote or
to dispose or direct the disposition of any of the Nord Shares.
(c) Except as disclosed in this Statement, neither MIL, Mr. J. R. Boulle
nor, to the best of their knowledge, any of MIL's executive officers
or directors, has effected any transaction in securities of Nord
during the past 60 days.
(d) No person, other than MIL and Mr. J. R. Boulle, is known to have the
right to receive, or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the securities covered
by this Statement.
(e) Not applicable.
Item 7. Material to be filed as Exhibits
The following is filed herewith as an exhibit:
Exhibit 1 Amendment No. 1 to Stock Purchase and Sale Agreement between
Nord and MIL dated April 15, 1996.
Page 5 of 8
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: November 27, 1996
MIL (INVESTMENTS) S.A.
By: /s/ Ekkehart Kessel
----------------------------
Name: Ekkehart Kessel
Title: Administrateur
By: /s/ Edmond Van de Kelft
----------------------------
Name: Edmond Van de Kelft
Title: Administrateur
/s/ Jean-Raymond Boulle
-------------------------------
JEAN-RAYMOND BOULLE
Page 6 of 8
<PAGE>
AMENDMENT NO. 1 TO
STOCK PURCHASE AND SALE AGREEMENT
DATED
APRIL 15, 1996
This Amendment No. 1 is made as of this 25th day of November, 1996 by
and between MIL (Investments) S.A., a Luxembourg corporation ("MIL"), and Nord
Resources Corporation, a Delaware corporation ("Nord"), as parties to that
certain Stock Purchase and Sale Agreement dated April 15, 1996 (the "April
Agreement"). All capitalized terms used herein, unless specifically defined
herein, shall have the respective meanings ascribed to them in the April
Agreement.
W I T N E S S E T H:
WHEREAS, MIL and Nord have entered into a Stock Purchase and Sale
Agreement dated October 16, 1996 (the "October Agreement"), pursuant to which
MIL agreed to purchase an additional 2,000,000 shares of common stock, $.01 par
value, of Nord ("NRC Shares") for an aggregate purchase price of $10,000,000;
and
WHEREAS, in connection with the October Agreement, and in partial
consideration therefor, the Board of Directors of Nord resolved on October 23,
1996 to make certain changes to the size of the Board of Directors of Nord and
authorized the foreshortening of the period during which MIL is obligated under
the April Agreement to vote all of the NRC Shares it owns and may own in the
future for the nominees designated by the Board of Directors of Nord for the
Board from the year 2000 to 1999; and
WHEREAS, MIL and Nord now wish to amend the April Agreement to provide
for the above-referenced changes in the size of the Board of Directors of Nord
and the restrictions on the NRC Shares owned by MIL;
NOW, THEREFORE, in consideration of the covenants herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, MIL and Nord hereby agree as follows:
1. The first full sentence of Section 3 of the April Agreement is
hereby amended and replaced in its entirety as follows:
"In connection with the resignation of Karl A. Frydryk as a
director of Nord effective as of November 25, 1996, the Board
of Directors of Nord shall be reduced from eight (8) to seven
(7) members, effective as of November 25, 1996. MIL shall
continue to have the right to designate three (3) individuals
to serve as Investor's Nominees to the Board of Directors."
<PAGE>
2. The fifth full sentence of Section 3 of the April Agreement is
hereby amended by deleting the reference therein to "eight (8)" and by
replacing such reference with the phrase "seven (7)".
3. The sixth full sentence of Section 3 of the April Agreement is
hereby amended to read in its entirety as follows:
"Investor covenants and agrees to vote all of the NRC Shares
it owns and may own in the future for the nominees designated
by the Board of Directors (excluding the Investor's Nominees)
for the Board of Directors through and including the annual
meeting of stockholders to be held in the year 1999."
4. Except as expressly provided herein, the April Agreement, amended
by this Amendment No. 1, is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No.
1 as of the date first above written.
MIL (INVESTMENTS) S.A.
By: /s/ E. Van de Kelft
-------------------------------
Name: Edmond Van de Kelft
Title: Managing Director
By: /s/ Ekkehart Kessel
-------------------------------
Name: Ekkehart Kessel
Title: Director
NORD RESOURCES CORPORATION
/s/ Edgar F. Cruft
-----------------------------------
Name: Mr. Edgar F. Cruft
Title: Chairman
- 2 -
