<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Act of 1934
(Amendment No. __)
INTERUNION FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE, PER SHARE
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(Title of Class of Securities)
460 926 306
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(CUSIP Number)
JAMES KNOTT
CORPORATE SERVICES LIMITED
PRICE WATERHOUSE CENTRE, BOX 634C
COLLYMORE ROCK, ST. MICHAEL BARBADOS
(246) 436-7000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices & Communications)
JANUARY 19, 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 / /.
(Page 1 of 11 Pages)
<PAGE> 2
CUSIP No. 460 926 306 Page 2 of 11
1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above
Persons
GEORGES BENARROCH S.S./I.R.S NO. NOT APPLICABLE
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
A)
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B)
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3) SEC Use Only
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4) Source of Funds
SEE ITEM 3
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(c)
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6) Citizenship or Place of Organization
CANADIAN
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<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares Bene- --------------------------
ficially (8) Shared Voting Power 536,899
Owned by ------------------------
Each Report- (9) Sole Dispositive Power
Owned by ---------------------
ing Person (10) Shared Dispositive Power 536,899
With -------------------
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting Person
536,899
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11)
44% (SEE ITEM 5)
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14) Type of Reporting Person (See Instruction)
IN
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<PAGE> 3
CUSIP No. 460 926 306 Page 3 of 11
1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above
Persons
RIF CAPITAL INC. S.S./I.R.S NO. NOT APPLICABLE
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
A)
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B)
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3) SEC Use Only
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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(c)
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6) Citizenship or Place of Organization
BARBADOS
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<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares Bene- ------------------
ficially (8) Shared Voting Power 536,899
Owned by ---------------
Each Report- (9) Sole Dispositive Power
ing Person ------------
With (10) Shared Dispositive Power 536,899
-----------
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting Person
536,899
----------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
----------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
44% (SEE ITEM 5)
----------------------------------------------------------------------
14) Type of Reporting Person (See Instruction)
CO
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<PAGE> 4
CUSIP No. 460 926 306 Page 4 of 11
1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above
Persons
EQUIBANK INC. S.S./I.R.S NO. NOT APPLICABLE
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
A)
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B)
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3) SEC Use Only
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4) Source of Funds
SEE ITEM 3
-----------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(c)
-----------------------------------------------------------------------
6) Citizenship or Place of Organization
CANADA
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<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power
Shares Bene- ------------------
ficially (8) Shared Voting Power 536,899
Owned by ----------------
Each Report- (9) Sole Dispositive Power
ing Person -------------
With (10) Shared Dispositive Power 536,899
-----------
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting Person
536,899
----------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
----------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
44% (SEE ITEM 5)
----------------------------------------------------------------------
14) Type of Reporting Person (See Instruction)
CO
----------------------------------------------------------------------
<PAGE> 5
CUSIP No. 460 926 306 Page 5 of 11
1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above
Persons
CENTRAL INVESTMENT TRUST S.S./I.R.S NO. NOT APPLICABLE
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
A)
------------------------------------------------------------------------
B)
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3) SEC Use Only
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4) Source of Funds
SEE ITEM 3
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(c)
------------------------------------------------------------------------
6) Citizenship or Place of Organization
BARBADOS
------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Number of (7) Sole Voting Power
-----------------------
Shares Bene-
ficially (8) Shared Voting Power 536,899
--------------------
Owned by
Each Report- (9) Sole Dispositive Power
-----------------
ing Person
With (10) Shared Dispositive Power 536,899
-----------------
</TABLE>
11) Aggregate Amount Beneficially Owned by Each Reporting Person
536,899
------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
44% (SEE ITEM 5)
------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction)
OO
------------------------------------------------------------------------
<PAGE> 6
CUSIP No. 460926306 Page 6 of 11
SCHEDULE 13D
(Amendment No. __)
ITEM 1. SECURITY AND BACKGROUND
Common Stock, $.001 par value per share
InterUnion Financial Corporation
249 Royal Palm Way, Suite 301H
Palm Beach, Florida 33480
ITEM 2. IDENTITY AND BACKGROUND
This statement is a single joint filing of Georges Benarroch, a Canadian
citizen, 68 Rue Spontini, Paris, France 75016, RIF Capital Inc., a Barbados
corporation, Price Waterhouse Centre, PO Box 634C, Collymore Rock, St. Michael,
Barbados, West Indies, a wholly owned subsidiary of Equibank Inc., an Ontario
corporation, 114 Belmont Street, Toronto, Ontario M5R 1P8, a wholly owned
subsidiary of Central Investment Trust, a Barbados trust, St. Michael Trust
Corp., Price Waterhouse Centre, PO Box 634C, Collymore Rock, St. Michael,
Barbados, West Indies.
Safeguardian Limited, PO Box 316, Jardine House, 1 Wesley Street St. Helier,
Jersey, UK JE4 8UD is the sole protector of the Central Investment Trust and,
as such, has the absolute right to remove any Trustee from time to time and to
appoint a new Trustee; in addition, the protector is entitled to receive notice
from the Trustee prior to the exercise of certain of the Trust Powers,
including voting. Mr. Benarroch is not a beneficiary of the trust. Mr.
Benarroch is an executive officer and director of the issuer (including its
subsidiaries). During the last five years, he has not been convicted in a
criminal proceeding, nor has he been a party to a civil proceeding as a result
of which he was 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 directors of RIF Capital Inc. are Peter McG. Patterson, Robert C. Worme and
Stanley K. Chapman.
Peter McG. Patterson, a Barbadian citizen, Rock Cliff, Brittons Hill, St.
Michael, Barbados, West Indies, has been a Director of RIF Capital Inc. since
March 31, 1991. His principal occupation is businessman. During the last five
years, Mr. Patterson has not been convicted in a criminal proceeding, nor has he
been a party to a civil proceeding as a result of which he was 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.
<PAGE> 7
CUSIP No. 460926306 Page 7 of 11
Robert C. Worme, a Barbadian citizen, Farm Cottage, the Farm, St. Philip,
Barbados, West Indies, has been a Director of RIF Capital Inc. since March 31,
1991. His principal occupation is attorney-at-law. During the last five years,
Mr. Worme has not been convicted in a criminal proceeding, nor has he been a
party to a civil proceeding as a result of which he was 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.
Stanley K. Chapman, a Barbadian citizen, 8 Locust Hall Heights, St. George,
Barbados, West Indies, has been a Director of RIF Capital Inc. since March 31,
1991. His principal occupation is retired businessman. During the last five
years, Mr. Chapman has not been convicted in a criminal proceeding, nor has he
been a party to a civil proceeding as a result of which he was 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 Trustee of Central Investment Trust is St. Michael Trust Corp., a Barbados
corporation, managed by Corporate Services Limited. Price Waterhouse Centre,
PO Box 634C, Collymore Rock, St. Michael, Barbados, West Indies. The General
Manager of St. Michael Trust Corp. is James M. Knott, Price Waterhouse Centre,
PO Box 634C, Collymore Rock, St. Michael, Barbados, West Indies. During the
last five years, Mr. Knott has not been convicted in a criminal proceeding, nor
has he been a party to a civil proceeding as a result of which he was 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 Directors of St. Michael Trust Corp. are: Graham A. Kirby, Anthony G.
Ellis, Donald B. Ward, William StC. Hutchinson, Jeremy A. Marryshow,
Christopher D. de Caires, Peter K. Jesson, Maria E. Evelyn-Robinson.
Graham A. Kirby, 180 Atlantic Shores, Christ Church, Barbados, is a Director of
St. Michael Trust Corp. and his principal occupation is accountant. During the
last five years, Mr. Kirby has not been convicted in a criminal proceeding, nor
has he been a party to a civil proceeding as a result of which he
was 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.
Anthony G. Ellis, 96 Wanstead Heights, St. James, Barbados, is a Director of
St. Michael Trust Corp. and his principal occupation is accountant. During the
last five years, Mr. Ellis has not been convicted in a criminal proceeding, nor
has he been a party to a civil proceeding as a result of which he was 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.
<PAGE> 8
CUSIP No. 460926306 Page 8 of 11
Donald B. Ward, 11 Old Parham Road, St. John's, Antigua, is a Director of St.
Michael Trust Corp. and his principal occupation is accountant. During the
last five years, Mr. Ward has not been convicted in a criminal proceeding, nor
has he been a party to a civil proceeding as a result of which he was 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.
William StC. Hutchinson, "Casanza", Rendezvous Ridge, Christ Church, Barbados,
is a Director of St. Michael Trust Corp. and his principal occupation is
accountant. During the last five years, Mr. Hutchinson has not been convicted
in a criminal proceeding, nor has he been a party to a civil proceeding as a
result of which he was 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.
Jeremy A. Marryshow, "Cascade", Bannatyne, Christ Church, Barbados, is a
Director of St. Michael Trust Corp. and his principal occupation is accountant.
During the last five years, Mr. Marryshow has not been convicted in a criminal
proceeding, nor has he been a party to a civil proceeding as a result of which
he was 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.
Christopher D. de Caires, 1 Warrens Terrace West, St. Thomas, Barbados, is a
Director of St. Michael Trust Corp. and his principal occupation is accountant.
During the last five years, Mr. de Caires has not been convicted in a criminal
proceeding, nor has he been a party to a civil proceeding as a result of which
he was 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.
Peter K. Jesson, "Relando", South Road, Sandy Lane, St. James, Barbados, is a
Director of St. Michael Trust Corp. and his principal occupation is accountant.
During the last five years, Mr. Jesson has not been convicted in a criminal
proceeding, nor has he been a party to a civil proceeding as a result of which
he was 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.
Maria E. Evelyn-Robinson, "Stratford", Navy Gardens, Christ Church, Barbados,
is a Director of St. Michael Trust Corp. and her principal occupation
is accountant. During the last five years, Ms. Evelyn-Robinson has not
been convicted in a criminal proceeding, nor has she been a party to a
civil proceeding as a result of which she was 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.
<PAGE> 9
CUSIP No. 460926306 Page 9 of 11
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock beneficially owned by RIF Capital Inc. were acquired
with working capital. No shares are separately owned by Mr. Benarroch,
Equibank Inc. or Central Investment Trust.
ITEM 4. PURPOSE OF THE TRANSACTION
The reporting persons filing this statement acquired beneficial ownership of
the respective shares of Common Stock held by RIF Capital Inc. for investment
purposes as well as for the purpose of influencing and controlling the
direction of the management and policies of the issuer, but do not have any
present plans or proposals which relate to or would result in:
a) The acquisition by any person of additional securities of the issuer, or
the disposition of such securities;
b) An extraordinary corporation transaction, such as a merger, reorganization
or liquidation involving the issuer or any of its subsidiaries;
c) A sale or transfer of a material amount of the assets of the issuer or any
of its subsidiaries;
d) Any change in the board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
e) Any material change in the present capitalization or dividend policy of
the issuer;
f) Any other material change in the issuer's business or corporate structure;
g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto, or other actions which may impede the acquisition of control of
the issuer by any person;
h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Benarroch, Equibank Inc. and Central Investment Trust, by virtue of his
positions and offices and their security holdings, are deemed to be the
beneficial owner of 536,899 shares of Common Stock, or 44%.
In addition, RIF Capital Inc. is the beneficial owner of 1,500,000 shares of
Preferred Class A Stock, representing 100% of that class. Shares of Preferred
Class A Stock are entitled to one hundred votes for each share on each matter
to come before a meeting of the shareholders of the issuer. Therefore, RIF
Capital Inc. possesses more than 90% of the voting shares of the issuer.
No transactions in shares of Common Stock of the issuer were effected by any of
the reporting persons during the last 60 days.
<PAGE> 10
CUSIP No. 460926306 Page 10 of 11
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Joint Filing Agreement Among the Persons Filing This Report
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, complete and correct.
/s/ Georges Benarroch
Dated: January 19 1998 _______________________________________
GEORGES BENARROCH
RIF CAPITAL INC.
/s/ Stanley K. Chapman
By: ___________________________________
Dated: January 19 1998 Director
EQUIBANK INC.
/s/ Georges Benarroch
By: ___________________________________
Dated: January 19 1998 Georges Benarroch, President
CENTRAL INVESTMENT TRUST
/s/ James Knott
By: ___________________________________
Dated: January 19 1998 St. Michael Trust Corp., Trustee
<PAGE> 11
CUSIP No. 460926306 Page 11 of 11
EXHIBIT A
STATEMENT REQUIRED BY RULE 13D-1(F)
The foregoing statement on Schedule 13D and any further amendments thereto
with respect to the shares of Common Stock of InterUnion Financial Corporation
is a joint filing on behalf of the persons named below, pursuant to the
provisions of Rule 13d-1(f) of the Securities Exchange Act of 1934.
/s/ Georges Benarroch
Dated: January 19 1998 _______________________________________
GEORGES BENARROCH
RIF CAPITAL INC.
/s/ Stanley K. Chapman
By: ___________________________________
Dated: January 19 1998 Director
EQUIBANK INC.
/s/ Georges Benarroch
By: ___________________________________
Dated: January 19 1998 Georges Benarroch, President
CENTRAL INVESTMENT TRUST
/s/ James Knott
By: ___________________________________
Dated: January 19 1998 St. Michael Trust Corp., Trustee
