<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HARISTON CORPORATION
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(Name of Issuer)
Common Stock Without Par Value
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(Title of Class of Securities)
41255A
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(CUSIP Number)
Tom S. Kusumoto
Suite 613, 375 Water Street, Vancouver, British Columbia, Canada V6B 5C6
Telephone: (604) 689-7565
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 17, 1998
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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 [ ].
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Page 2 of 7 Pages
CUSIP NO. 41255A
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Pacific Mercantile Company Limited
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2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds
WC
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6) Citizenship or Place of Organization
Province of Alberta, Canada
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(7) Sole Voting Power
- 0 -
---------------------------------------------------
Number of (8) Share Voting Power
Shares Bene-
fically Owned by 1,063,500
Each Reporting ---------------------------------------------------
Person With (9) Sole Dispositive Power
- 0 -
---------------------------------------------------
(10) Share Dispositive Power
1,063,500
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,063,500
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
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13) Percent of Class Represented by Amount in Row (11)
8.4%
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14) Type of Reporting Person
CO
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Page 3 of 7 Pages
CUSIP NO. 41255A
- -----------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Cross Creek Finance Group Ltd.
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2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds
AF
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6) Citizenship or Place of Organization
Province of British Columbia, Canada
- -----------------------------------------------------------------------------
(7) Sole Voting Power
Number of
Shares Bene- - 0 -
---------------------------------------------------
(8) Share Voting Power
ficially
Owned by 1,063,500
---------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
Person - 0 -
---------------------------------------------------
(10) Share Dispositive Power
With
1,063,500
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,063,500
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12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
8.4%
- -----------------------------------------------------------------------------
14) Type of Reporting Person
CO
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to shares of common stock
without par value ("Common Stock") of Hariston Corporation, a corporation
organized under the laws of Canada ("Hariston"). This Amendment No. 1 amends
the initial statement on Schedule 13D of the Reporting Persons dated March
16, 1998 (the "Initial Statement"). The principal executive office of
Hariston is located at Suite 1555, 1500 West Georgia Street, Vancouver,
British Columbia, Canada, V6G 2Z6. This Amendment No. 1 is being filed by the
Reporting Persons to report a change in the number of shares held by the
Reporting Persons since the date of the Initial Statement and to report a
change in the purpose for which the Reporting Persons hold Common Stock.
Capitalised terms used herein and not otherwise defined herein shall have the
meanings given to them in the Initial Statement. The Initial Statement is
supplementally amended as set forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
Both Pacific Mercantile and Cross Creek have executed a joint filing
agreement consenting to the joint filing of this Amendment No. 1 to the
Initial Statement. Such agreement is filed as Exhibit 1 to this Amendment
No. 1 to the Initial Statement and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Cross Creek received the funds necessary to purchase 367,500 shares of
common stock of Hariston at a price of $0.30 per share for an aggregate
purchase price of $110,250.00 from Pacific Mercantile. Pacific Mercantile
transferred such funds to Cross Creek from Pacific Mercantile's working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
Cross Creek has acquired 367,500 shares of common stock of Hariston for
investment purposes. The Reporting Persons have become frustrated with the
lack of progress by the management of Hariston ("Management") in enhancing
value for Hariston shareholders, and delays by Management in implementing an
effective plan have caused the Reporting Persons to question the resolve of
Management about enhancing shareholder value.
On August 5, 1998, Cross Creek issued a Dissident Proxy Circular and
Form of Proxy proposing an alternative slate of directors for Hariston at the
upcoming special meeting of shareholders of Hariston to be held on August 25,
1998. The Reporting Persons are in the process of soliciting proxies opposed
to the present board of directors of Hariston. The proxy contest may result
in a change in the current board of directors of Hariston and may relate to
one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D under the Securities and Exchange Act of 1934 (the
"Exchange Act").
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Page 5 of 7 Pages
Other than as described above, neither Pacific Mercantile, Cross Creek
nor, to the knowledge of the Reporting Persons, any of their directors or
executive officers, have any plans or proposals which relate to or may result
in any of the matters listed in Items 4(a)-(j) of Schedule 13D under the
Exchange Act. The Reporting Persons reserve the right to acquire additional
securities of Hariston, to dispose of such securities at any time or to
formulate other purposes, plans or proposals regarding Hariston or any of its
securities, to the extent deemed advisable in light of their general
investment and trading policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On August 17, 1998, Cross Creek acquired, in aggregate, 367,500 shares
of common stock of Hariston at a price of $0.30 per share through market
transactions on the OTC Bulletin Board in the United States. Cross Creek is
a wholly-owned subsidiary of Pacific Mercantile. As a result, Cross Creek is
the direct beneficial owner, Pacific Mercantile is an indirect beneficial
owner, and Pacific Mercantile and Cross Creek have the shared power to direct
the vote and disposition, of 1,063,500 shares, which represent 8.4% of
Hariston's outstanding common stock.
As of the date of this Amendment No. 1, there exist no agreements or
understandings between the Reporting Persons on the one hand and any other
persons or entities on the other hand that would cause the Reporting Persons
and such persons or entities to be a "group" within the meaning of section
13(d)(3) of the Exchange Act.
To the knowledge of the Reporting Persons, none of their directors or
executive officers have any power to vote or dispose of any shares of common
stock of Hariston, nor did they, the Reporting Persons, effect any
transactions in such shares during the past 60 days, except as disclosed
herein.
To the knowledge of the Reporting Persons, no other person has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the aggregate of 1,063,500 shares of common stock
of Hariston acquired by Cross Creek.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
- -------------- -----------
1 Joint Filing Agreement between Pacific Mercantile
Company Limited and Cross Creek Finance Group Ltd.
dated August 18, 1998.
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Page 6 of 7 Pages
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.
August 18, 1998
----------------------------------------
(Date)
PACIFIC MERCANTILE COMPANY LIMITED
By:
/s/ Tom S. Kusumoto
----------------------------------------
(Signature)
Tom S. Kusumoto, President
----------------------------------------
(Name and Title)
August 18, 1998
----------------------------------------
(Date)
CROSS CREEK FINANCE GROUP LTD.
By:
/s/ Tom S. Kusumoto
----------------------------------------
(Signature)
Tom S. Kusumoto, President
---------------------------------------
(Name and Title)
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Page 7 of 7 Pages
EXHIBIT INDEX
-------------
1 Joint Filing Agreement between Pacific
Mercantile Company Limited and Cross Creek
Finance Group Ltd. dated August 18, 1998.
<PAGE> 1
JOINT FILING AGREEMENT
----------------------
THIS AGREEMENT dated the 18th day of August, 1998.
WHEREAS:
A. As a result of the purchase of 367,500 shares (the "Purchased Shares") of
common stock of Hariston Corporation ("Hariston") on August 17, 1998, Cross
Creek Finance Group Ltd. ("Cross Creek") is currently the direct beneficial
owner of 1,063,500 common shares of Hariston (the "Hariston Shares"), and
Pacific Mercantile Company Limited ("Pacific Mercantile") is the indirect
beneficial owner of the Hariston Shares; and
B. Each of Pacific Mercantile and Cross Creek (each a "Filer" and,
collectively, the "Filers") is responsible for filing an Amendment No. 1 to
the Statement on Schedule 13D filed March 16, 1998 (the "Amendment") relating
to the Purchased Shares, pursuant to U.S. securities laws;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Each Filer covenants and agrees that it is individually eligible to use
the Amendment;
2. Each Filer covenants and agrees that it is individually responsible for
the timely filing of the Amendment, and any further amendments to the
Statement on Schedule 13D, and for the completeness and accuracy of the
information contained therein concerning itself, but is not responsible
for the completeness and accuracy of any of the information contained in
the Amendment, and any further amendments to the Statement on Schedule
13D, concerning any other Filer, unless the Filer knows or has reason to
believe that the information concerning such other Filer is inaccurate;
3. Each Filer warrants and represents that the Amendment contains the
required information with regard to itself and indicates that it is filed
on behalf of all Filers; and
4. Each Filer warrants, represents, covenants and agrees that the Amendment,
to which this Joint Filing Agreement is attached as Exhibit 1, is filed
on its behalf.
IN WITNESS WHEREOF the parties have duly executed this Joint Filing Agreement
as of the day and year first above written.
PACIFIC MERCANTILE COMPANY LIMITED
By: /s/ Tom S. Kusumoto
-------------------------------
Tom S. Kusumoto, President
CROSS CREEK FINANCE GROUP LTD.
By: /s/ Tom S. Kusumoto
-------------------------------
Tom S. Kusumoto, President
