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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 17, 1996
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
300 Oxford Drive, Monroeville, Pennsylvania 15146
(Address of principal executive offices) (Zip Code)
(412) 856-6100
(Registrant's telephone number, including area code)
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This Form 8-K/A of ICHOR Corporation (the "Registrant") amends Item 1 of the
Registrant's Form 8-K dated December 17, 1996 by deleting the phrase "assumed
the liabilities of B.C. under" in the third sentence of the first paragraph
thereof, and providing the Item 7 financial information required for such Form
8-K.
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On December 17, 1996 the Registrant executed and delivered a Purchase
Agreement, dated as of December 13, 1996, by and between the Registrant and
Logan International Corp., a Washington corporation ("Logan"). Logan is an
affiliate of the Registrant's then controlling shareholder, Drummond Financial
Corporation. Pursuant to the Purchase Agreement, the Registrant purchased all
of the outstanding capital stock of 501164 B.C. Ltd., a British Columbia
corporation ("B.C."), and a certain promissory note due from B.C. to Logan
having an outstanding balance of $3,281,694. In exchange for these assets,
the Registrant issued to Logan: (i) a promissory note in the amount of
$1,425,000, maturing December 16, 1999, bearing interest at the rate of 8% per
annum (the "Promissory Note") and (ii) 2,500,000 shares of the Registrant's
common stock. The Promissory Note is secured by a pledge by the Registrant of
the shares of each of its operating subsidiaries.
At the time of the purchase, B.C. had no assets other than a loan to Enviropur
Waste Refining and Technology, Inc. ("Enviropur"). As of September 30, 1996,
the principal and accrued interest due to B.C. by Enviropur exceeded
$5,200,000. Enviropur has filed for protection under Chapter 11 of the United
States Bankruptcy Code. After the closing of the Purchase Agreement on
December 17, 1996, the Registrant caused B.C. to assign a portion of its
interest in the Enviropur loan to a newly formed subsidiary of the Registrant
known as B.C. Ventures Ltd., now known as Ortek Inc. ("Ortek"). On December
20, 1996, Ortek was the successful bidder for certain assets of Enviropur,
including a waste oil refining facility in McCook, Illinois, sold at an
auction by the bankruptcy court.
As a result of the issuance of the Registrant's common stock to Logan, Logan
has become the controlling shareholder of the Registrant, holding
approximately 50.3% of the issued and outstanding capital stock of the
Registrant. Management of the Registrant is not aware of any plans by Logan
to change the composition of the board of directors or management of the
Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired.
As disclosed in the Registrant's Form 8-K dated December 17, 1996, a waste oil
refining facility in McCook, Illinois and other assets (the "Facility") were
acquired by the Registrant at a bankruptcy court auction on December 20, 1996.
The Facility was not part of an ongoing operation and the Registrant does not
have access to any financial information with respect to the Facility. As a
result, no financial statements are available for the Facility.
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(b) Pro Forma Financial Information.
The following pro forma consolidated balance sheets of the Registrant as at
September 30, 1996 incorporate the purchase of the Facility assuming same had
occurred on September 30, 1996 instead of December 20, 1996. Pro forma
statements of income are not available as the Facility has not been
operational for over a year and the Registrant does not have access to prior
financial information of the Facility.
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ICHOR CORPORATION
(Formerly PDG Remediation, Inc.)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
As at September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
ASSETS Historical Pro Forma Pro Forma
adjustments
($000s)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and short-term investments $ 238 $ 72 $ 310
Cash held in escrow 757 0 757
Accounts receivable - net 888 26 914
Costs and estimated earnings in excess
of billings on uncompleted contracts 1,504 0 1,504
Other current assets 243 50 293
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3,630 148 3,778
PROPERTY, PLANT AND EQUIPMENT 192 3,543 3,735
OTHER ASSETS 17 0 17
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$ 3,839 $ 3,691 $ 7,530
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</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 677 $ 466 $ 1,143
Insurance company accrual 454 0 454
Accrued liabilities 581 800 1,381
Billings in excess of costs and estimated
earnings on uncompleted contracts 59 0 59
Accrued income taxes 9 0 9
Accrued loss on sale of
discontinued operation 105 0 105
Current portion of long-term debt 25 0 25
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1,910 1,266 3,176
INSURANCE COMPANY ACCRUAL 605 0 605
LONG-TERM DEBT 41 1,425 1,466
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2,556 2,691 5,247
STOCKHOLDERS' EQUITY
Common stock 25 25 50
Additional paid-in capital 4,768 975 5,743
Deficit (3,510) 0 (3,510)
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1,283 1,000 2,283
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$ 3,839 $ 3,691 $ 7,530
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</TABLE>
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ICHOR CORPORATION
(Formerly PDG Remediation, Inc.)
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
Note 1. ACQUISITION
On December 17, 1996, ICHOR Corporation (formerly PDG Remediation, Inc.) ("the
Registrant") purchased a loan (the "Loan") to Enviropur Waste Refining and
Technology, Inc. ("Enviropur") from Logan International Corp. in exchange for
a promissory note in the amount of $1,425,000, maturing on December 16, 1999
and bearing interest at the rate of 8% per annum, and 2,500,000 shares of the
Registrant's common stock. On December 20, 1996, the Registrant acquired a
waste oil refining facility in McCook, Illinois and other assets of Enviropur
(the "McCook Facility") at a bankruptcy court auction in partial satisfaction
of the amount outstanding under the Loan.
Note 2. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The McCook Facility was acquired at a bankruptcy auction and the company which
owned the McCook Facility prior to its acquisition did not provide the
Registrant with any pertinent operating data with respect to the McCook
Facility. As well, to the best of the Registrant's knowledge, the McCook
Facility was not operating during most of fiscal 1996. Due to the lack of
reliable and accurate data, the Registrant is unable to provide pro forma
consolidated income statements.
The pro forma consolidated balance sheets were prepared to present the
consolidated financial position of the Registrant as if the acquisition of the
McCook facility had taken place on September 30, 1996.
(c) Exhibits.
Not Applicable
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICHOR CORPORATION
By: /s/ Michael J. Smith
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Michael J. Smith, Chief Financial
Officer and Director
Date: March 3, 1997
