UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ---------------------------------
OMB APPROVAL
- ---------------------------------
OMB Number:
Expires:
Estimated average burden
hours per response..............
- ---------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
(Name of Issuer)
SHARES OF BENEFICIAL INTEREST ("COMMON SHARES")
(Title of Class of Securities)
693286106
(CUSIP Number)
Roy Zanatta
Suite 1250, 400 Burrard St.
Vancouver, British Columbia V6C 3A6
604-683-5767
(Name, address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 19, 1996
(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. |_|
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).
SEC 1745 (2/92)
<PAGE>
CUSIP NO. 693286106 13D Page 2 of 5 Pages
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DRUMMOND FINANCIAL CORP.
- ----------------------------------------------------------------------------
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 ORGANIZATION
STATE OF DELAWARE
- ----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,470,320 Common Shares
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------
8 SHARED VOTING POWER
-0- Common Shares
------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,470,320 Common Shares
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- Common Shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,470,320 Common Shares
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60% of the outstanding Common Shares
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer. Drummond Financial Corp. ("Drummond") is the
beneficial owner of 1,470,320 shares (60% of the outstanding shares) of
beneficial interest ("common shares") of ICHOR Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware. The principal
business address of the Company is 300 Oxford Drive, Monroeville, Pennsylvania
15146.
Item 2. Identity and Background
(a) Drummond Financial Corp.
(b) Suite 1250 - 400 Burrard Street
Vancouver, British Columbia, V6C 3A6, Canada
(c) Not applicable
(d) During the last five years, no executive officer or director of
Drummond has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither Drummond nor any one of its
executive officers or directors has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which as a result of
such proceeding it was or is 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.
The names and address, present principal occupation and business address,
and citizenship of each executive officer, director and controlling person of
Drummond Financial Corp. are as follows:
Michael J. Smith, 400 Burrard Street, Suite 1250, Vancouver, B.C., Canada
V6C 3A6. Mr. Smith is Trustee, CFO and Executive Vice President of Mercer
International Inc. located at 64 Brandeschenke Strasse, Zurich, Switzerland
8002. Mr. Smith is President, CEO, Chief Financial Officer and
Director of Drummond Financial Corp. Mr. Smith is also the President and sole
director of Ballinger Corporation, a major shareholder and control person of
Drummond Financial Corporation, as described below. Mr. Smith is an English
citizen.
Jimmy S.H. Lee, 64 Brandschenke Strasse, Zurich, Switzerland 8002. Mr. Lee
is President and Trustee of Mercer International, Inc., located at 64
Brandschenke Strasse, Zurich, Switzerland 8002. Mr. Lee is Chairman of the
Board of Directors of Drummond Financial Corp. Mr. Lee is a Korean citizen.
Roy Zanatta, 400 Burrard Street, Suite 1250, Vancouver, B.C., Canada V6C
3A6. Mr. Zanatta is President and owner of Georgia Consulting Group, Ltd.,
located at 400 Burrard Street, Suite 1250, Vancouver, B.C., Canada V6C 3A6. Mr.
Zanatta is Secretary and Vice President of Drummond Financial Corp. Mr. Zanatta
is a Canadian citizen.
L.P. "Roy" McCann, 240 Hacienda Dr., Arcadia, CA 91005. Mr. McCann is
Executive Vice President of Drummond Financial Corp. Mr. McCann is a U.S.
citizen.
Lawrence E. Beard, 2855 Monte Verde Ave., Covina, CA 91724. Mr. Beard is a
Director of Drummond Financial Corp. Mr. Beard is a U.S. citizen.
Leonard Petersen, 5989 Willow Street, Vancouver, B.C., Canada V5Z 3S7. Mr.
Petersen is a Director and Senior Officer of Pemcorp Management, Inc. located at
609 Granville
Page 3 of 5
<PAGE>
Street, Suite 1270, Vancouver, B.C., Canada V7Y 1G6. Mr. Petersen is a
Director of Drummond Finanicial Corp. Mr. Petersen is a Canadian citizen.
Ballinger Corporation, a company organized under the laws of the Province
of Alberta, Canada, is located at Suite 1900, 700 West Georgia Street,
Vancouver, B.C., Canada V7Y 1G5. Ballinger Corporation beneficially owns 34.6
percent of the Common Stock of the Company, and 100% of the outstanding
preferred stock of the Company. At the date hereof, through its combined common
and preferred share ownership, Ballinger has the right to vote 48.6% of the
eligible votes of the Company. Pursuant to applicable federal securities
regulations, Ballinger may be deemed to be a control person of the Company.
Arbatax International, Inc., a federally registered Canadian Company,
is located at 64 Brandschenk Strasse Zurich, Switzerland 8002. Arbatax
International, Inc. is the sole shareholder of Ballinger Corporation
Item 3. Source and Amount of Funds or Other Consideration
Drummond purchased the common shares at $0.82 per share. The total purchase
price for the common shares was $1,205,662. This amount was applied against
outstanding debt owed to Drummond by the Company.
Item 4.
Drummond has acquired the shares of the Company for investment purposes. At
this time, it has no intention of acquiring additional shares of the Company,
although it reserves the right to make additional purchases on the open market
and in private transactions. Drummond has no present intention or arrangements
or understandings to effect any of the transactions listed in Item 4(a)-(j) of
Schedule 13D, except that it is contemplated that the Company may pursue
acquisitions of related businesses in order to strengthen its financial
position. It is possible that additional common shares of the Company will be
issued in any such acquisitions.
Item 5. Interest in Securities of the Issuer.
(a) Drummond is the beneficial owner of 1,470,320 common shares of the
Company (60% of the outstanding common shares). Each of Jimmy S.H. Lee, Michael
J. Smith, Leonard Petersen (referenced in Iten 2) and Roy Zanatta is the sole
beneficial owner of presently exercisable options to purchase 10,000 common
shares.
(b) Drummond has the sole power to vote or direct the vote, and to
dispose or direct the disposition of the 1,470,320 common shares of the
Company.
(c) Not applicable.
(d) Not applicable.
Page 4 of 5
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits. Not applicable.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
Drummond Financial Corportion
By:/s/ Roy Zanatta
---------------------------------
Roy Zanatta, Vice President
Page 5 of 5
<PAGE>
