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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
DRUMMOND FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
126 60E 105
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(CUSIP Number)
Michael J. Smith, 17 Dame Street, Dublin 2, Ireland
Telephone (3531) 679 1688
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 1, 2000
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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 that 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. 126 60E 105
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
MFC Bancorp Ltd.
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only ------------------------------------------------------
4) Source of Funds AF
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5) Check 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 Yukon Territory, Canada
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Number of (7) Sole Voting Power 95,000
Shares Bene- ------------------------
Ficially (8) Shared Voting Power 1,249,250
Owned by ----------------------
Each Reporting (9) Sole Dispositive Power 95,000
Person -------------------
With (10) Shared Dispositive Power 1,249,250
-----------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,250
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 49.4%
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14) Type of Reporting Person CO
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Page 3 of 7 Pages
CUSIP No. 126 60E 105
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Sutton Park International Limited
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only ------------------------------------------------------
4) Source of Funds WC
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5) Check 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 British Virgin Islands
--------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- --------------------
Ficially (8) Shared Voting Power 308,350
Owned by ------------------
Each Reporting (9) Sole Dispositive Power 0
Person ---------------
With (10) Shared Dispositive Power 308,350
-------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 308,350
--------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 11.3%
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14) Type of Reporting Person CO
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par
value each of Drummond Financial Corporation ("Drummond"), a Delaware
corporation, having a principal executive office at 17 Dame Street, Dublin
2, Ireland.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC Bancorp Ltd. ("MFC") and Sutton
Park International Limited ("Sutton Park"). MFC operates in the financial
services segment and has a principal business and office address at 17
Dame Street, Dublin 2, Ireland. Sutton Park is a wholly-owned operating
company of MFC and has a registered address at P.O. Box 146, Road Town,
Tortola, British Virgin Islands. See Item 6 on pages 2 and 3 of this
Schedule 13D/A for the jurisdiction of organization of MFC and Sutton
Park.
The following table lists the names, citizenship, principal business
addresses and principal occupations of the executive officers and
directors of MFC and Sutton Park. Sanne Secretaries Limited ("Sanne") is
the corporate secretary of Sutton Park and is a corporation organized
pursuant to the laws of Jersey. Sanne operates as a corporate secretary
and has a principal business and office address at 8 Queensway House,
Queen Street, St. Helier, Jersey, Channel Islands, JE2 4WD.
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL CITIZENSHIHP
BUSINESS ADDRESS OCCUPATION
---- ---------------- ---------- ------------
<S> <C> <C> <C>
Michael J. Smith 17 Dame Street
Dublin 2 Director, President and Chief British
Ireland Executive Officer of MFC
Roy Zanatta Suite 1620 - 400
Burrard Street Director and Secretary of MFC Canadian
Vancouver, BC V6C 3A6
Sok Chu Kim 1071 - 59 Namhyun-Dong, Director of Korea Liberalization
Gwanak-Kn, Seoul, Korea Fund Ltd. Korean
Julius Mallin 256 Jarvis Street,
Apt. 8D, Toronto, Retired Businessman Canadian
Ontario, Canada M5B 2J4
Oq-Hyun Chin 3,4 Floor, Kyung Am Business Advisor, The Art
Bldg., 831-28 Group Architects & Engineers Korean
Yeoksam-Dong, Kangnam Ltd.
-Ku, Seoul, Korea
Graeme Alan Witts 8 Queensway House,
Queen Street, St. Managing Director of Sanne British
Helier, Jersey Trust Company Limited
JE2 4WD, Channel
Islands
Michael Robert Edmunds 8 Queensway House,
Queen Street, St. Director of Sanne Trust British
Helier, Jersey Company Limited
JE2 4WD, Channel
Islands
Simon James Scrimgeour 8 Queensway House,
Queen Street, St. Corporate Director British
Helier, Jersey
JE2 4WD, Channel
Islands
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Page 5 of 7 Pages
NAME RESIDENCE OR PRINCIPAL CITIZENSHIHP
BUSINESS ADDRESS OCCUPATION
---- ---------------- ---------- ------------
<S> <C> <C> <C>
Geoffrey George Crill 8 Queensway House,
Queen Street, St. Managing Partner, Crill British
Helier, Jersey Canavan Solicitors & Associates
JE2 4WD, Channel
Islands
Nuno Santos Costa 8 Queensway House,
Queen Street, St. Litigation Partner, Crill British
Helier, Jersey Canavan Solicitors & Associates
JE2 4WD, Channel
Islands
Helen Sarah Witts 8 Queensway House,
Queen Street, St. Senior Trust Officer of Sanne British
Helier, Jersey Trust Company Limited
JE2 4WD, Channel
Islands
</TABLE>
During the last five years, neither MFC or Sutton Park nor, to the
knowledge of MFC or Sutton Park, any of their 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.
MFC and Sutton Park have executed a joint filing agreement consenting to
the joint filing of this Schedule 13D/A. Such agreement is filed as
Exhibit 1 to this Schedule 13D/A and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Sutton Park has paid an aggregate of approximately CDN $89,244.80 or
approximately CDN $0.29 per share for 308,350 shares of common stock of
Drummond. The purchase price was paid from Sutton Park's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
Sutton Park has acquired the shares of Drummond for investment purposes.
At this time, neither MFC or Sutton Park nor, to the knowledge of MFC or
Sutton Park, any of their directors or executive officers, have the
intention of acquiring additional shares of Drummond, although MFC and
Sutton Park reserve the right to make additional purchases on the open
market, in private transactions and from treasury. Neither MFC or Sutton
Park nor, to the knowledge of MFC or Sutton Park, any of their directors
or executive officers, have any plans or proposals to effect any of the
transactions listed in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As disclosed in the Schedule 13D/A dated October 30, 1998 filed by MFC and
Constable Investments Ltd. ("Constable"), on October 23, 1998 Constable
acquired 65,000 shares of common
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Page 6 of 7 Pages
stock of Drummond for approximately $0.13 per share for an aggregate
purchase price of approximately $8,354. As a result, Constable
beneficially owned, and had the shared power with MFC to direct the vote
and disposition of, 308,350 shares of common stock of Drummond, which
represented approximately 11.3% of Drummond's issued and outstanding
shares of common stock. Effective July 1, 2000, Sutton Park acquired all
of the shares of common stock of Drummond held by Constable for
approximately $0.29 (CDN) per share for an aggregate purchase price of
approximately $89,245 (CDN). MFC beneficially owns, and has the shared
power to direct the vote and disposition of, an aggregate of 308,350
shares of common stock of Drummond with Sutton Park and 940,900 shares of
common stock of Drummond with Ballinger Corporation, and has the sole
power to direct the vote and disposition of 95,000 shares of common stock
of Drummond, representing approximately 49.4% of Drummond's issued and
outstanding shares of common stock.
To the knowledge of MFC and Sutton Park, none of its directors or
executive officers have any power to vote or dispose of any shares of
common stock of Drummond, nor did they, MFC or Sutton Park effect any
transactions in such shares during the past 60 days, except as disclosed
herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement between MFC Bancorp
Ltd. and Sutton Park International Limited
dated October 24, 2000.
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Page 7 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.
October 24, 2000
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(Date)
MFC BANCORP LTD.
By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, President
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(Name and Title)
October 24, 2000
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(Date)
SUTTON PARK INTERNATIONAL LIMITED
By: /s/ Michael J. Smith
---------------------------------
(Signature)
Michael J. Smith, Director
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(Name and Title)
EXHIBIT INDEX
Exhibit Number Description
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1 Joint Filing Agreement between MFC Bancorp
Ltd. and Sutton Park International Limited
dated October 24, 2000.
