<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
ZEMEX CORPORATION
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
988910-10-5
(CUSIP Number)
Garth A.C. MacRae, Vice Chairman
DUNDEE BANCORP INC.
40 King Street West, 55th Floor
Toronto, Ontario, Canada M5H 4A9
Telephone: (416) 365-5635
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 21, 1999
(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).
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SCHEDULE 13D
- -------------------------------------------------- ------------------
CUSIP NO. 988910-10-5 PAGE 2 OF 6 PAGES
- -------------------------------------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DUNDEE BANCORP INC.
55th Floor, 40 King Street West
Toronto, Ontario, Canada, M5H 4A9
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/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) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
2,955,175 Common Shares
NUMBER OF
---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Nil
OWNED BY
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,955,175 Common Shares
PERSON
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
Nil
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,955,175 Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9%
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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 SIGNATURE ATTESTATION
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SCHEDULE 13D
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities and Exchange Act of 1934, as amended (the
"Act"), the undersigned, Dundee Bancorp Inc. ("Bancorp"), hereby submits this
statement on Schedule 13D, Amendment No. 6, (the "Schedule 13D") relating to the
common shares (the "Common Shares") of Zemex Corporation ("Zemex").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented as follows:
(a) - (c) This Schedule 13D is being filed by Bancorp.
The registered office and place of business of Bancorp is located at Scotia
Plaza, 40 King Street West, 55th Floor, Toronto, Ontario, Canada M5H 4A9.
Bancorp is a corporation incorporated under the laws of the Province of Ontario.
The following is a list of the directors and executive officers of Bancorp,
their positions with Bancorp, their present principal occupations and their
business addresses (if other than Bancorp):
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
- ---------------- ------------- --------------------
<S> <C> <C>
Normand Beauchamp Director President and Chief Executive Officer,
1717 Rene Levesque Blvd. East Radiomutuel Inc., communications
Montreal, Quebec company
H2L 4E8
Paul A. Carroll Director Chairman and Chief Executive Officer,
Suite 1208, 4 King St. W. World Wide Minerals Ltd., mining
Toronto, Ontario company, Counsel to Smith Lyons, law
M5H 1B6 firm
Jonathan Goodman Director and President, Dundee Investment
Executive Vice President Management & Research Ltd. and
Executive Vice President, Dundee
Bancorp Inc.
Ned Goodman Chairman, President, Chief Chairman, President and Chief
Executive Officer and Director Executive Officer, Dundee Bancorp Inc.
Richard L. Lister Director President and Chief Executive Officer,
161 Bay St., Suite 3750 Zemex Corporation, base metals mining
Toronto, Ontario company
M5J 2S1
Garth A. C. MacRae Vice Chairman and Director Vice Chairman, Dundee Bancorp Inc.
Richard J. Renaud Director Managing Partner, Wynnchurch Capital,
One Place Ville Marie, Suite 3303 investment company
Montreal, Quebec
H3B 3N2
</TABLE>
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<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
- ---------------- ------------- --------------------
<S> <C> <C>
K. Barry Sparks Director President, Torvan Capital Group Inc.,
Suite 6400, Scotia Plaza corporate financial services company
40 King Street West
Toronto, Ontario
M5H 3Z7
Harry R. Steele Director Chairman and Chief Executive Officer,
Suite 302, Townsend Place Newfoundland Capital Corporation
800 Windmill Road Limited, holding company
Dartmouth, Nova Scotia
B3B 1L1
Ray Benzinger Executive Vice President Executive Vice President and Chief
and Chief Financial Officer Financial Officer, Dundee Bancorp Inc.
and Dundee Investment Management &
Research Ltd.
Donald K. Charter Executive Vice President Executive Vice President, Dundee
Bancorp Inc. and Chairman, President
and Chief Executive Officer, Dundee
Securities Corporation, securities
dealer
Carole Colbert Vice President and Secretary Vice President and Secretary,
Dundee Bancorp Inc. and Dundee
Investment Management & Research Ltd..
Aaron H. Gropper Vice President Vice President, Dundee Bancorp Inc.
</TABLE>
(a) During the past five years none of Bancorp, or to the best knowledge of
Bancorp, its directors and executive officers, have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanours).
(b) During the past five years none of Bancorp, or to the best knowledge of
Bancorp, its directors and executive officers, have been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which a judgment, decree or final order has
been issued enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws
or finding any violation with respect to such laws.
(c) All of the directors and officers are Canadian citizens.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented as follows:
As a result of a reincorporation merger which was approved by Zemex shareholders
at a special meeting held on January 15, 1999, all of the common shares of Zemex
Corporation, a Delaware company ("Zemex Delaware"), were converted into Common
Shares of Zemex on a one-for-one basis.
The merger was proposed in order to change the
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company's domicile from the United States to Canada as Zemex believes that
reincorporation in Canada will enable it to benefit from an active trading
market in Canada for Canadian natural resource companies. Prior to the merger,
Zemex Delaware was listed on the New York Stock Exchange. The Common Shares of
Zemex are now listed on The Toronto Stock Exchange and the New York Stock
Exchange. Details of the merger are set out in Zemex's Form S-4/A which was
filed with the Securities and Exchange Commission on December 10, 1998.
Bancorp holds the Common Shares of Zemex for investment purposes and may
increase or decrease its position in Zemex as it deems appropriate in light of
its investment criteria and market conditions, and in accordance with the
provisions of applicable securities legislation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented as follows:
As of January 21, 1999, Bancorp beneficially owns, indirectly, 2,955,175 Common
Shares, representing approximately 33.9% of the outstanding Common Shares of
Zemex. Bancorp acquired certain of these Common Shares through stock dividends,
the most recent of which were 57,942 Common Shares acquired on December 1, 1998.
Unless otherwise noted, Bancorp and, to the best knowledge of Bancorp, its
directors and executive officers, have sole voting and dispositive power over
the securities beneficially owned by it. Except as disclosed herein, during the
past sixty days neither Bancorp, nor, to the best knowledge of Bancorp, any of
its directors and executive officers, have effected any transaction in the
securities reported on this Schedule 13D.
Paul Carroll currently owns directly approximately 15,010 Common Shares (less
than .1% of class).
On December 29, 1998, Ned Goodman donated 5,520 Common Shares to a charitable
foundation. Mr. Goodman currently owns directly nil Common Shares.
Richard L. Lister currently owns, directly and indirectly, approximately 590,131
Common Shares (6.8% of class). On December 31, 1998, Mr. Lister purchased 1,946
Common Shares at $6.472 per share under the employee stock purchase plan.
Messrs. Carroll, Goodman and Lister hold the following options to purchase
Common Shares of Zemex, which options were granted to them by Zemex Delaware
prior to the reincorporation merger and which now entitle the holders to
purchase an equivalent number of Zemex Common Shares:
<TABLE>
<CAPTION>
- ----------------------- ---------------------- ---------------- ----------------
Date of Options Exercise
Grantee Grant Granted Price
- ----------------------- ---------------------- ---------------- ----------------
<S> <C> <C> <C>
Paul A. Carroll May 26, 1993 15,000 $ 5.50
February 9, 1995 5,000 9.125
April 21, 1997 10,000 7.00
May 15, 1998 7,500 10.1875
- ----------------------- ---------------------- ---------------- ----------------
Ned Goodman May 26, 1993 15,000 $ 5.50
February 9, 1995 5,000 9.125
April 21, 1997 10,000 7.00
- ----------------------- ---------------------- ---------------- ----------------
Richard L. Lister May 26, 1993 120,000 $ 5.50
February 9, 1995 100,000 9.125
May 15, 1998 80,000 10.1875
- ----------------------- ---------------------- ---------------- ----------------
</TABLE>
The above options are exerciseable as to 50% on each of the first two
anniversaries of the date of grant for a period of five years from the date the
options become exerciseable.
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ITEM 6. CONTRACTS, ARRANGEMENT, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than those indicated in Items 3, 4 and 5 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of Zemex, including but not limited to transfer or
voting of any such securities of Zemex, including but not limited to transfer or
voting of any such securities, finder's fees, joint venture, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
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.
February 19, 1999 DUNDEE BANCORP INC.
"Garth A.C. MacRae"
----------------------------
Name: Garth A.C. MacRae
Title: Vice Chairman
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