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CUSIP NO. G6583Q 12 3 Page 1 of 8
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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. 2)
Nord Pacific Limited
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(Name of Issuer)
Common Stock, $0.05 par value per share
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(Title of Class of Securities)
G6583Q 12 3
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(CUSIP Number)
Terence H. Lang Copy to: Robert G. Leonard
Nord Resources Corporation Spitzer & Feldman P.C.
8150 Washington Village Drive 405 Park Avenue
Dayton, OH 45458 New York, NY 10022-4405
(937) 433-6307 (212) 888-6680
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 1997
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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 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. / /
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SCHEDULE 13D
CUSIP NO. G6583Q 12 3 Page 2 of 8
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There are no Exhibits.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nord Resources Corporation, 85-0212139
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
7 SOLE VOTING POWER
NUMBER OF 3,697,561
SHARES SHARED VOTING POWER
8 0
BENEFICIALLY
SOLE DISPOSITIVE POWER
OWNED BY EACH 9 3,697,561
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,697,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATION ATTESTATION
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SCHEDULE 13D
CUSIP NO. G6583Q 12 3 Page 3 of 8
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Item 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.05 par value per share (the "Issuer's Common Stock") of Nord Pacific
Limited, a Bermuda corporation ("NPL"). The principal executive offices of NPL
are located at 22 Church Street, Hamilton, Bermuda HM FX.
Item 2. IDENTITY AND BACKGROUND
This Statement is filed by Nord Resources Corporation, a corporation
organized and existing under the laws of the State of Delaware ("NRC"). NRC is
a natural resources company primarily engaged in the mining and processing of
titanium dioxide (rutile and ilmenite). The principal executive offices of NRC
are located at 8150 Washington Village Drive, Dayton, Ohio 45458.
ITEMS 2(a), (b), (c) AND (f).
Information with respect to the name, residence or business address
and citizenship of each executive officer and director of NRC is set forth
below:
NAME AND RESIDENCE PRESENT BUSINESS
OR BUSINESS OCCUPATION OR
ADDRESS EMPLOYMENT CITIZENSHIP
- ------------------ ----------------- -----------
Edgar F. Cruft Chairman and Director England
c/o Nord Resources Corporation of NRC and Chairman
2963 Grand Avenue and Director of NPL
Los Olivos, CA 93441
Terence H. Lang Senior Vice President- USA
c/o Nord Resources Corporation Finance, Treasurer and
8150 Washington Village Drive Director of NRC and Vice
Dayton, OH 45458 President, Treasurer and
Director of NPL
Leonard Lichter Principal of USA
c/o Spitzer & Feldman P.C. Spitzer & Feldman P.C.,
405 Park Avenue general counsel to NRC
New York, NY 10022-4405 and U.S. counsel to NPL
and Director of NRC and
NPL
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SCHEDULE 13D
CUSIP NO. G6583Q 12 3 Page 4 of 8
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NAME AND RESIDENCE PRESENT BUSINESS
OR BUSINESS OCCUPATION OR
ADDRESS EMPLOYMENT CITIZENSHIP
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W. Pierce Carson President, CEO and Director USA
c/o Hicor Corporation of NPL and of NRC
6565 Americas Parkway N.E.
Albuquerque, NM 87110
Karl A. Frydryk Vice President-Controller USA
c/o Nord Resources and Secretary of NRC
Corporation
8150 Washington Village
Drive
Dayton, OH 45458
Marc Franklin Director of NRC United Kingdom
c/o J & S Franklin Ltd.
Franklin House
151 Strand
London WC2R 1HL
England
Alan B. McKerron Director of NRC South Africa
3rd Floor
18 Avenue George V
Paris 75008
France
J. Max Y. Boulle Director of NRC United Kingdom
c/o MIL Investments
Boulevard Royal 25B, L-2449
Luxembourg B51870
ITEM 2d.
During the last five years, neither NRC nor, to the best of its
knowledge, any of its directors or executive officers, has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
ITEM 2e.
During the last five years, neither NRC nor, to the best of its
knowledge, any of its directors or executive officers, was a party to a civil
proceeding of a judicial or administrative body
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SCHEDULE 13D
CUSIP NO. G6583Q 12 3 Page 5 of 8
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of competent jurisdiction and as a result of such proceeding was or is
subject to 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
On October 23, 1996, NRC agreed to make available to NPL two loans,
each in the amount of $1 million, which agreement was documented by a
promissory note signed by NPL on October 24, 1996. The amount available was
increased to $4 million on May 22, 1997. Funds were made available under the
loans at the discretion of NRC and were payable on demand of NRC. As of July
3, 1997, NRC was owed $3,720,000 by NPL. On July 3, 1997, $1,747,745 of the
amount owed was used by NRC to purchase 349,549 Units (as hereinafter
defined) of NPL in a private placement at $5.00 per Unit. A Unit consists of
one share of NPL's Common Stock and a warrant to purchase one-half of one
share of NPL's Common Stock. The warrant can be exercised at a price of
$9.00 (Canadian), or currently approximately $6.47 (U.S.), per share at any
time prior to July 3, 1998. The Units were acquired by NRC at the same price
received by NPL for the Units in its public offering, which was conducted at
the same time in Canada (the "Public Offering").
The funds which NRC advanced to NPL under the above agreement were
obtained from NRC's working capital.
Item 4. PURPOSE OF TRANSACTION
On October 2, 1996, NRC committed to purchase, in a private
placement concurrent with the Public Offering, a number of shares of Common
Stock from NPL such that, after completion of the Public Offering, NRC would
own approximately 30% of the issued and outstanding shares of NPL's Common
Stock. Such commitment by NRC was accepted and agreed to by NPL.
NRC purchased the Units because it believed they represented an
attractive investment and to maintain a significant ownership interest in
NPL. NRC will continuously evaluate the business prospects of NPL and its
present and future investments in, and intentions with respect to, NPL.
Subject to applicable securities laws, market conditions and the evaluation
referred to in the preceding sentence, at any time or from time to time, NRC
may seek to acquire shares of NPL's Common Stock, or the right to acquire
such shares, through open market purchases, privately negotiated transactions
or otherwise, or to dispose of any or all of the NPL's Common Stock owned by
it in public or private transactions, in each case as it may determine in its
sole discretion. NRC has not determined whether it will acquire additional
shares of NPL's Common Stock nor has it identified any number of shares of
NPL's Common Stock it might seek to acquire or continue to hold. In
addition, NRC may in the future take such actions in respect of its
investments in NPL as it may deem appropriate in light of the circumstances
existing from time to time.
Other than as discussed above or in Item 6 of this Statement, NRC
does not currently have any plans or proposals which relate to or would
result in:
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SCHEDULE 13D
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(a) the acquisition by any person of additional securities of NPL, or
the disposition of securities of NPL;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving NPL or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of NPL or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of
NPL, including any change in the number or term of directors or
the filling of any existing vacancies on the Board of Directors;
(e) any material change in the present capitalization or dividend
policy of NPL;
(f) any other material change in NPL's business or corporate
structure;
(g) any change in NPL's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of NPL by any person;
(h) the delisting of any class of securities of NPL from a national
securities exchange or any such class ceasing to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) any class of equity securities of NPL becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
NRC intends to evaluate continuously its investment in NPL and,
based on such evaluation, may determine at a future date to change its
current position with respect to any action enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Prior to the above transaction, NRC owned 3,348,012 shares of
NPL's Common Stock representing approximately 35.2% of the issued and
outstanding shares of NPL's Common Stock. As a result of the Public Offering
and NRC's acquisition of the above noted shares, NRC currently owns 3,697,561
shares of NPL's Common Stock ("Owned Securities"), which represents
approximately 30.0% of the issued and outstanding shares of NPL's Common
Stock.
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SCHEDULE 13D
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(b) NRC is the sole record owner of the Owned Securities and has
sole power to vote or direct the vote of the Owned Securities. NRC has the
sole power to dispose or direct the disposition of all of the Owned
Securities, except that the 349,549 shares of NPL's Common Stock received by
NRC in the above noted transaction are restricted securities which have not
been registered under the Securities Act of 1933, as amended (the "1933 Act").
(c) On August 1, 1997 Dr. Carson purchased 4,000 shares of NPL's
common stock in an open market purchase at a purchase price of $4.50 per
share. Other than this transaction, neither NRC nor, to the best of its
knowledge, any of its executive officers or directors, has effected any
transactions in securities of NPL during the last sixty days.
(d) No person other than NRC 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, the Owned Securities.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
CONTRACT WITH RESPECT TO SECURITIES OF ISSUER
Included in each Unit purchased by NRC is a warrant to purchase
one-half of one share of NPL's Common Stock at a purchase price of
$9.00 (Canadian) or approximately $6.47 (U.S.) at the current exchange
rate. NRC has until July 3, 1998 to exercise the warrants to purchase
up to 174,775 shares of NPL's Common Stock.
SALE RESTRICTION AGREEMENT
The 349,549 shares received by NRC under the above noted
transaction have not been registered under the 1933 Act. The shares
have been acquired for investment and may not be sold, transferred or
assigned in the absence of an effective registration statement for
these shares under the 1933 Act or an opinion of the Company's counsel
that registration is not required under the 1933 Act.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SCHEDULE 13D
CUSIP NO. G6583Q 12 3 Page 8 of 8
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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.
Dated: September 22, 1997
NORD RESOURCES CORPORATION
By:
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Karl A. Frydryk
Vice President-Controller
and Secretary
