<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MIDLAND HOLLAND INC.
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(Name of Issuer)
Common Stock Without Par Value
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(Title of Class of Securities)
595753G-109
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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)
May 12, 1999
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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 [ ].
<PAGE> 2
Page 2 of 8 Pages
CUSIP NO. 595753G-109
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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
Number of
Shares Bene- 244,463
--------------------------------------------------
(8) Share Voting Power
ficially
Owned by - 0 -
--------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
Person 244,463
--------------------------------------------------
(10) Share Dispositive Power
With
- 0 -
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
244,463
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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)
9.7%
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14) Type of Reporting Person
CO
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<PAGE> 3
Page 3 of 8 Pages
CUSIP NO. 595753G-109
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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
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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
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(7) Sole Voting Power
Number of
Shares Bene- - 0 -
--------------------------------------------------
(8) Share Voting Power
ficially
Owned by - 0 -
--------------------------------------------------
(9) Sole Dispositive Power
Each Reporting
Person - 0 -
--------------------------------------------------
(10) Share Dispositive Power
With
- 0 -
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
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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)
- 0 -
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14) Type of Reporting Person
CO
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<PAGE> 4
Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to
shares of common stock without par value of Midland Holland Inc. ("Midland"),
a corporation organized under the laws of Canada. This Amendment No. 2 amends
the Schedule 13D of Pacific Mercantile Company Limited ("Pacific Mercantile")
and Cross Creek Finance Group Ltd. ("Cross Creek") dated March 13, 1998 (the
"Schedule 13D"), as amended by amendment No. 1 to the Schedule 13D dated
August 18, 1998 ("Amendment No. 1"). The principal executive office of
Midland is located at Suite 613, 375 Water Street, Vancouver, British
Columbia, Canada, V6B 5C6. This Amendment No. 2 is being filed by Pacific
Mercantile and Cross Creek to report a change in the number of common shares
held by Pacific Mercantile since the date of Amendment No. 1 and to report the
transfer of certain common shares from Cross Creek to Pacific Mercantile.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Cross Creek, a company organized
under the laws of the Province of British Columbia, Canada, and Pacific
Mercantile, a company organized under the laws of the Province of Alberta,
Canada, and the owner of 100% of the capital stock of Cross Creek. The
principal executive offices of Cross Creek and Pacific Mercantile are located
at Suite 613, 375 Water Street, Vancouver, British Columbia, Canada, V6B 5C6.
Cross Creek and Pacific Mercantile engage in financing, merchant banking and
investing activities. Pacific Mercantile and Cross Creek are sometimes
collectively referred to herein as the "Reporting Persons."
The following table lists the name, citizenship, principal business
address and principal occupation of the executive officers and directors of
Pacific Mercantile and Cross Creek.
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION CITIZENSHIP
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tom S. Suite 613, 375 Water Street, Managing Director and President of Pacific Canadian
Kusumoto Vancouver, British Columbia, Mercantile; Director and President of Cross Creek;
Canada V6B 5C6 Director and President of Midland; Securities Analyst
of Mercury Partners & Company Ltd.
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Tian R. Suite 613, 375 Water Street, Director, Vice-President and Secretary of Pacific Canadian
Kusumoto Vancouver, British Columbia, Mercantile; Director and Secretary of Cross Creek;
Canada V6B 5C6 Director and Secretary of Midland; President of TRK
Investment Corporation; Director, President and
Secretary of Guardian Bancorp Ltd.
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Lance Eng Suite 613, 375 Water Street, Director of Pacific Mercantile; Corporate Finance Canadian
Vancouver, British Columbia, Senior Consultant of Arthur Anderson (Singapore);
Canada V6B 5C6 Investment Banker of Development Bank of
Singapore.
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</TABLE>
<PAGE> 5
Page 5 of 8 Pages
During the last five years, neither the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of its officers or directors, have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor have they been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding were or are subject to a 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.
Pacific Mercantile used its working capital to purchase common shares of
Midland.
ITEM 4. PURPOSE OF TRANSACTION.
Pacific Mercantile acquired common shares of Midland for investment
purposes.
Other than as described above, neither the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of its 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
Midland, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding Midland or any of its securities, to
the extent deemed advisable in light of its general investment and trading
policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pacific Mercantile is the owner and has the sole power to direct the vote
and disposition of 244,463 common shares of Midland, representing approximately
9.7% of the outstanding common shares of Midland.
Until August 31, 1998, Cross Creek, a wholly-owned subsidiary of Pacific
Mercantile, was the direct beneficial owner, Pacific Mercantile was the
indirect beneficial owner, and Pacific Mercantile and Cross Creek had the
shared power to direct the vote and disposition of 1,063,500 common shares of
Midland. On August 31, 1998, Cross Creek transferred its beneficial interest
in the common shares of Midland to Pacific Mercantile.
Pacific Mercantile has made the following acquisitions and dispositions
of common shares of Midland through market transactions on the NASD OTC
Bulletin Board in the United States since the filing of Amendment No. 1:
<PAGE> 6
Page 6 of 8 Pages
<TABLE>
<CAPTION>
Date Number of Shares Aggregate
Acquired (Disposed) Price per Share Purchase/Sale Price
- ---------- ------------------- --------------- -------------------
<S> <C> <C> <C>
Dec. 1, 1998 54,000 $0.105 $ 5,756.00
Mar. 9, 1999 11,463 $0.10 $ 1,201.30
Apr. 6, 1999 2,500 $0.15 $ 390.00
Apr. 21, 1999 20,000 $0.391 $ 7,934.50
May 10, 1999 (3,000) $0.25 $ 775.00
May 11, 1999 (5,000) $0.125 $ 650.00
May 12, 1999 (5,000) $0.125 $ 650.00
</TABLE>
On February 10, 1999, Midland effected a stock consolidation on a 1 for 5
basis. As a result, the aggregate number of common shares of Midland held by
Pacific Mercantile on February 1, 1999 decreased from 1,117,500 to 223,500.
As of the date of this Amendment No. 2, there exist no agreements or
understandings between Pacific Mercantile on the one hand and any other
persons or entities on the other hand that would cause Pacific Mercantile 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 Pacific Mercantile, none of its directors or
executive officers have any power to vote or dispose of any common shares of
Midland, nor did Pacific Mercantile effect any transactions in such shares
during the past 60 days, except as disclosed herein.
To the knowledge of Pacific Mercantile, 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 common shares of Midland acquired by Pacific Mercantile.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement between Pacific Mercantile Company
Limited and Cross Creek Finance Group Ltd. dated June 4,
1999.
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Page 7 of 8 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.
June 4, 1999
-----------------------------------
(Date)
PACIFIC MERCANTILE COMPANY LIMITED
By:
/s/ Tom S. Kusumoto
-----------------------------------
(Signature)
Tom S. Kusumoto, President
-----------------------------------
(Name and Title)
June 4, 1999
-----------------------------------
(Date)
CROSS CREEK FINANCE GROUP LTD.
By:
/s/ Tom S. Kusumoto
-----------------------------------
(Signature)
Tom S. Kusumoto, President
-----------------------------------
(Name and Title)
<PAGE> 8
Page 8 of 8 Pages
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
1 Joint Filing Agreement between Pacific
Mercantile Company Limited and Cross Creek
Finance Group Ltd. dated June 4, 1999.
<PAGE> 1
JOINT FILING AGREEMENT
THIS AGREEMENT dated the 4th day of June, 1999.
WHEREAS:
A. As a result of the transfer on August 31, 1998 of the beneficial
interest in 1,063,500 common shares (the "Shares") of Midland Holland Inc.
("Midland") from Cross Creek Finance Group Ltd. ("Cross Creek") to Pacific
Mercantile Company Limited ("Pacific Mercantile"), Cross Creek has ceased to
be the direct beneficial owner of the Shares and Pacific Mercantile is the
direct beneficial owner of the Shares; and
B. Each of Pacific Mercantile and Cross Creek (each a "Filer" and,
collectively, the "Filers") is responsible for filing an amendment No. 2 (the
"Amendment") to the Schedule 13D dated March 13, 1998 (the "Schedule 13D"), as
amended by amendment No. 1 to the Schedule 13D dated August 18, 1998, relating
to the 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
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 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 of the 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
