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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
July 2, 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 12 Pages
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SCHEDULE 13D
CUSIP No. 655555 10 0 Page 2 of 12 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 4,000,000
Each
Reporting 9 Sole Dispositive Power
Person -0-
With
10 Shared Dispositive Power
4,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
20.2%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 655555 10 0 Page 3 of 12 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 4,000,000
Each
Reporting 9 Sole Dispositive Power
Person -0-
With
10 Shared Dispositive Power
4,000,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
20.2%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 (this "Amendment") to the Schedule 13D filed on April 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", together with MIL, the "Reporting Persons") 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
(the "Exchange Act"). 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 the 840,000 shares of Nord Common Stock
acquired by MIL through conversion of the Promissory Note on July 2, 1996 (the
"Conversion Shares"). As a result of the conversion of the Promissory Note in
accordance with the terms of the Note Agreement, the total number of shares of
Nord Common Stock beneficially owned by MIL is now 4,000,000, consisting of the
3,160,000 shares of Nord Common Stock acquired on April 15, 1996 ("the Acquired
Shares"), and the 840,000 Conversion Shares.
Item 3. Source and Amount of Funds or Other Consideration
The Promissory Note held by MIL was exchanged for 840,000 shares of
Nord Common Stock on July 2, 1996 (the "Conversion Date") in consideration of
cancellation of the $2,100,000 Loan, including all accrued interest (the "Loan
Conversion"), pursuant to the Note Agreement upon (i) approval of the Loan
Conversion by the Nord Stockholders at the Annual Meeting of June 4, 1996, and
(ii) the approval of the listing of the Conversion Shares by the New York Stock
Exchange, Inc. (the "NYSE") on June 24, 1996.
Item 4. Purpose of Transaction
(a) MIL acquired 840,000 shares of Nord Common Stock on July 2, 1996
through conversion of the Promissory Note previously issued to MIL by
Nord pursuant to the Note Agreement described in Item 6 of the Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) MIL is the beneficial and record owner of 4,000,000 shares of Common
Stock of Nord, representing approximately 20.2% of the issued and
outstanding shares of such Common Stock after giving effect to the Loan
Conversion described in Item 3 above and Item 6 of the Schedule 13D.
(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 Acquired Shares and the
Conversion Shares held by MIL (subject to the provisions of the Stock
Agreement and the Note Agreement described in
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Item 6 of the Schedule 13D), 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 Acquired Shares or the
Conversion Shares held by MIL.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Note Agreement
Pursuant to the Note Agreement, the Promissory Note was exchanged for the
Conversion Shares on July 2, 1996. Based on the number of Conversion Shares
(i.e., 840,000 shares of Nord Common Stock) and the amount of the Loan (i.e.,
$2,100,000), the conversion price per share of Common Stock upon conversion of
the Promissory Note was $2.50 per share.
Pursuant to the Promissory Note, the stockholders of Nord (the "Stockholders")
at the annual meeting of Stockholders held on June 4, 1996, approved the Loan
Conversion, and the NYSE approved (the "NYSE Approval") the listing of the
Conversion Shares on June 24, 1996. At a closing held on July 2, 1996, the Loan
was exchanged for the Conversion Shares and the Loan, including all accrued
interest thereon, was cancelled.
The Acquired Shares and the Conversion Shares were issued in reliance upon the
transaction "safe harbor" afforded by Regulation S, as promulgated by the SEC
under the 1933 Act.
Item 7. Material to be filed as Exhibits
None.
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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: July 2, 1996
MIL (INVESTMENTS) S.A.
By: /s/ Ekkehart Kessel
-------------------------
Name: Ekkehart Kessel
Title: Administrateur
By: /s/ Edmond Van de Kelft
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Name: Edmond Van de Kelft
Title: Administrateur
/s/ Jean-Raymond Boulle
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JEAN-RAYMOND BOULLE
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