SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1) *
Sutton Resources Limited
-----------------------------------------
(Name of issuer)
Common Shares
-----------------------------------------
(Title of Class of Securities)
869474403
-----------------------------------------
(CUSIP Number)
Mr J Deighton, Mercury Asset Management plc
33 King William Street, London EC4R 9AS Tel No 0171 203 5744
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Name, Address and Telephone Number of Person Authorised to Receive
Notices and Communications)
5th September, 1997
-----------------------------------------------------
(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
disclosures 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.)
2776 Schedule 13D
- -----------------------------------------------------------------------------
CUSIP No. _869474403_________________________
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
MERCURY ASSET MANAGEMENT plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANISATION
ENGLAND
NUMBER OF 7 SOLE VOTING POWER
SHARES 452,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,063,700
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.11%
14 TYPE OF REPORTING PERSON*
IA
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
shares of Common Stock (the "Common Shares") of Sutton Resources Limited (the
"Company") whose principal executive offices are located at 999 West Hastings
Street, Box 40, Suite 900, Vancouver, BC, V6C 2W2, Canada. Its telephone
number is (604) 669-9446.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Mercury Asset Management plc.
("Mercury"), a corporation primarily engaged in the business of managing
portfolio investments for its investment clients, organised under the laws of
England, whose principal executive offices are located, and principal business
activities conducted, at 33 King William Street, London EC4R 9AS, England.
Pursuant to Rule 13d-4 (17 CFR 240. 13d-4) under the Securities Exchange
Act of 1934 (the "Act") Mercury hereby declares that the filing of this
statement shall not be construed as an admission that Mercury is or has been
for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of
any securities covered by the statement. As noted above, Mercury manages
portfolio investments of its investment clients, and the securities covered by
this statement are held solely for the account of such clients.
Under the terms of its agreements with such clients, Mercury has
discretion to buy and sell securities on their behalf subject to such
guidelines as may be agreed and subject to any contrary instructions which may
be received. Mercury may have voting power but does not have the right to
receive dividends from, or proceeds from the sale of, any portfolio
investments 21,000 shares are held for the benefit of collective investment
schemes managed by Mercury Asset Management Channel Islands Limited, an
associate of Mercury. A division of Mercury is the investment adviser under
contract to Mercury Asset Management Channel Islands Limited.
Mercury is a wholly-owned subsidiary of Mercury Asset Management Group
plc, a holding company listed on London Stock Exchange.
The name, business address, principal occupation or employment and
citizenship of each of the executive officers and directors of Mercury and
Mercury Asset Management Group plc, and the name, country of incorporation,
principal business, and the address of the registered office (being the
address of its principal business and principal office) of Mercury and Mercury
Asset Management Group plc are set forth in Annex A hereto, which is
incorporated herein by reference.
Neither Mercury nor, to the best of its knowledge, any of the persons
listed in Annex A has during the past five years (a) been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanours),
or (b) been a party to a civil proceeding of a judicial or administrative body
as a result of which Mercury or any such person was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of all funds used to acquire the securities covered by this
statement was the investment funds of Mercury's investment clients. No part
of the purchase price was represented by funds or other consideration borrowed
or otherwise obtained by Mercury than as described above.
Item 4. Purpose of Transaction
The Common Shares were acquired for the purpose of investment.
(a) Mercury will monitor its investment and review the Company's
business affairs and financial position. Based on such review, as
well as general economic and industry conditions existing at the
time, Mercury may consider from time to time various alternative
courses of action and may discuss with management of the Company ways
in which the value of its investment may be increased. Such actions
may include the acquisition of additional Common Stock through open
market purchases, privately negotiated transactions, or otherwise.
Alternatively, such actions may involve the sale of all or a portion
of Common Stock in the open market, in privately negotiated
transactions, through a public offering or otherwise.
Neither Mercury nor any person named in Annex A has any plans which
relate to or would result in any of the following:
(b) an extraordinary corporate transaction, such as an amalgamation,
merger, reorganisation or liquidation, involving the Company or any
of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
of any of its subsidiaries;
(d) any change in the present board of directors or
management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
board;
(e) any material change in the present capitalisation or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) any change in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorised to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) causing a class of equity securities of the Company to become
eligible for termination of registration pursuant to Section 12(g)
(4) of the Act; or
(j) any action similar to any of those set forth above.
Item 5. Interest in Securities of the Issuer
(a) See Item 2 above. Subject thereto, Mercury has dispositive power
with respect to 2,063,700 Common Shares or approximately 8.11% of the
Common Shares outstanding.
(b) See Item 2 above.
(c) See Item 2 Above. Subject thereto, transactions in the Common
Shares effected by Mercury on behalf of its investment clients are
set forth in Annex B. All transactions were effected on the National
Association of Securities Dealers Automated Quotation System (NASDAQ)
National Market System.
(d) See Item 2 above. The investment clients of Mercury have the right
to receive dividends from, and proceeds from the sale of Common Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as set forth in Item 2 above, neither Mercury nor, to the best of
its knowledge, any of the persons listed in Annex A hereto has any contract,
arrangement, understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: 16th September, 1997
for Mercury Asset Management plc.
By /s/ James Stratford
-----------------------------
Authorised Signatory
James Stratford
ANNEX A
MERCURY ASSET MANAGEMENT plc.
-----------------------------
Executive Officers Principal
and Directors Business Address Occupation Citizenship
- ------------------ ---------------- ---------- -----------
Chairman
- --------
Stephen Anthony ZIMMERMAN 33 King William Street, Investment British
(Joint Chairman) London, EC4R 9AS. Director
Deputy Chairman
- ---------------
Carol GALLEY (Miss) 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Christopher Nigel 33 King William Street, Investment British
HURST-BROWN London, EC4R 9AS Director
(Deputy Chairman)
Frederick David Stewart 33 King William Street, Investment British
ROSIER (Deputy Chairman) London, EC4R 9AS Director
Vice Chairman
- -------------
Dr. Ross John BUNCE 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS Director
Andrew Searle DALTON 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS. Director
Charles Vivian JACKSON 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS Director
Directors
- ---------
Ian ARMITAGE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Norman McLeod BACHOP 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ian Christopher Simon BARBY 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Stuart John BAXTER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Carol Consuelo BROOKE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John Loughlin CALLAHAN 33 King William Street, Investment American
(Director) London, EC4R 9AS Director
David John CAUSER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Thomas William George 33 King William Street, Investment British
CHARLTON London, EC4R 9AS Director
(Director)
Nicholas James CHARRINGTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Colin Martin CLARK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Nicholas James COATS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Stephen Benedict COHEN 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John Nicholas COTTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Graham Richard DIXON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Charles Bowen FARQUHARSON 33 King William Street, Company British
(Company Secretary London, EC4R 9AS Secretary
& Director) & Director
Christopher Nigel Holland 33 King William Street, Investment British
FOSTER (Director) London, EC4R 9AS Director
Peter John GIBBS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter John Woodville 33 King William Street, Investment British
HARRISON (Director) London, EC4R 9AS Director
Paul HARWOOD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Timothy John HASTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Malcolm 33 King William Street, Investment British
HUNTER-JOHNSTON London, EC4R 9AS Director
(Director)
Michael Francis Mostyn 33 King William Street, Investment British
Owen JODRELL London, EC4R 9AS Director
(Director)
Andreas Christian Jutting 33 King William Street, Investment Danish
LEHMANN London, EC4R 9AS Director
(Director)
Gary LOWE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
James Edward MACPHERSON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Keith Richard MULLINS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Masaru NISHIZAWA Hibiya Kokusai Building, Investment Japanese
(Director) 2-2-3 Uchisaiwaicho, Director
Chiyoda-Ku, Tokyo 100
Maurice Joseph O'SHANNASSY 33 King William Street, Investment Australian
(Director) London, EC4R 9AS Director
Thomas Andrew OATES 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter Vincent OLSBERG 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Roderick Louis PARIS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John PARSLOE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Phillip PICKARD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ronald William PULLEN 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Julius Lawrence Mark 33 King William Street, Investment British
PURSAILL (Director) London, EC4R 9AS Director
Nicholas King RITCHIE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Alexander Frederick 33 King William Street, Investment British
James ROE (Director) London, EC4R 9AS Director
Richard George ROYDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Lynn Christine RUDDICK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Clifford John SHAW Warburg Asset Management Investment British
(Director) Japan Ltd., Director
Hibiya Kokusai Building,
7th Floor,
2-2-3 Uchisaiwaicho,
Chiyoda-ku, Tokyo 100
Ian Michael SLACK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter William STANYER 33 King William Street Investment British
(Director) London, EC4R 9AS Director
Rodney STEEL 33 King William Street Investment British
(Director) London, EC4R 9AS Director
Hugh Alexander STEVENSON 33 King William Street, Chairman of British
(Director) London, EC4R 9AS Mercury Asset
Management
Group plc
Stephen James THOMPSON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Barry William WOOLF 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ewen Cameron WATT 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Kenichi YOSHIDA 33 King William Street, Investment Japanese
(Director) London, EC4R 9AS Director
MERCURY ASSET MANAGEMENT GROUP plc
----------------------------------
Executive Officers Principal
and Directors Business Address Occupation Citizenship
- ------------------ ---------------- ---------- -----------
Chairman
- --------
Hugh Alexander STEVENSON 33 King William Street, Investment British
(Chairman) London, EC4R 9AS. Director
Deputy Chairman
- ---------------
Stephen Anthony ZIMMERMAN 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Vice Chairman
- -------------
Carol GALLEY (Miss) 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS. Director
Company Secretary
- -----------------
Charles Bowen FARQUHARSON 33 King William Street, Company British
(Secretary) London, EC4R 9AS. Secretary
Directors
- ---------
Paul Graham BOSONNET 33 King William Street, Investment British
(Director) London, EC4R 9AS. Director
David John CAUSER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Searle DALTON 33 King William Street, Investment British
(Director) London, EC4R 9AS. Director
Peter Stormonth DARLING 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Hugh Jon FOULDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Christopher Nigel 33 King William Street, Investment British
HURST-BROWN (Director) London, EC4R 9AS Director
Charles Vivian JACKSON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Frederick David Stewart 33 King William Street, Investment British
ROSIER (Director) London, EC4R 9AS Director
John Charles Grayson 33 King William Street, Investment British
STANCLIFFE London, EC4R 9AS Director
(Director)
ANNEX A
- -------
Mercury Asset Management Group plc
----------------------------------
Directors' Lists
----------------
CORPORATE INFORMATION
---------------------
Field of Country of
Name Registered Office Activity Incorporation
- ------------------------ ----------------- --------------- -------------
Mercury Asset Management 33 King William Holding Company England
Group plc Street,
London, EC4R 9AS
Mercury Asset Management 33 King William Investment England
plc Street, Management and
London, EC4R 9AS Advice
ANNEX B
- --------
Sutton Resources Limited
------------------------
COMMON SHARES
-------------
Price $ per
Date Purchase Sale Share Totals
- ---- -------- ---- ------------ ------
06.07.97 2,000 B/FWD 2,233,300
29.07.97 7.50000 2,231,300
30.07.97 12,200 7.50000
12,200 7.50000
11,000 7.92160 2,220,300
31.07.97 102,000 8.06250
102,000 8.06250 2,220,300
02.09.97 65,700 9.56060 2,154,600
03.09.97 65,900 9.31750 2,088,700
05.09.97 25,000 9.19153 2,063,700
