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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
693286 10 6
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(CUSIP Number)
Michael J. Smith, 17 Dame Street, Dublin 2, Ireland
(44 22) 818-2999
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 4, 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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CUSIP No. 693286 10 6
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
James C.M. Robertson
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
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4) Source of Funds
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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
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Number of (7) Sole Voting Power 0
Shares Bene- ------------------
Ficially (8) Shared Voting Power 1,620,000
Owned by ----------------
Each Reporting (9) Sole Dispositive Power 0
Person -------------
With (10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,620,000
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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) 32.9%
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14) Type of Reporting Person IN
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Page 2 of 6 Pages
CUSIP No. 693286 10 6
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Simon James Scrimgeour
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only
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4) Source of Funds
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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
----------------------------
Number of (7) Sole Voting Power 0
Shares Bene- -----------------
Ficially (8) Shared Voting Power 1,620,000
Owned by ---------------
Each Reporting (9) Sole Dispositive Power 0
Person ------------
With (10) Shared Dispositive Power 0
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,620,000
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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) 32.9%
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14) Type of Reporting Person IN
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Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par
value each of ICHOR Corporation ("Ichor"), 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 James C.M. Robertson and Simon James
Scrimgeour (collectively, the "Trustees"). Mr. Robertson is a retired
banker with an address at Les Bruyeres, La Grande Mielle, La Grand Route
des Sablon, Grouville, Channel Islands, JE3 9BN. Mr. Scrimgeour is a
retired banker with an address at La Ville a l'Eveque, Ruette de la Ville
a l'Eveque, Trinity, Channel Islands, JE3 5DH. See item 6 on pages 2 and
3 of this Schedule 13D for the citizenship of Mr. Robertson and Mr.
Scrimgeour, respectively.
During the last five years, neither of the Trustees has 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.
The Trustees have executed a joint filing agreement consenting to the
joint filing of this Schedule 13D. Such agreement is filed as Exhibit 1
to this Schedule 13D and is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Trustees and Pine Resources Corporation ("Pine") entered into a voting
trust agreement (the "Agreement") dated April 20, 2000 pursuant to which
Pine agreed to cause the transfer of voting power over 1,620,000 shares
(the "Shares"), or approximately 32.9%, of the common stock of Ichor to
the Trustees. Pine shares dispositive power over the Shares with a wholly-
owned subsidiary, Intercap Yemen, Inc. ("Intercap"), and an affiliate,
Parkland Ventures Limited ("Parkland"), which is a wholly-owned subsidiary
of Intercap. The beneficial ownership of the Shares was transferred to the
Trustees on or about October 4, 2000.
Page 4 of 6 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Under the Agreement, the Trustees are entitled to vote the Shares in such
manner as they may determine in their sole discretion. Pine retains the
right to dispose of the Shares, and any new owner will be deemed to be the
sole beneficial owner of, and have sole voting and dispositive power over,
the Shares for the purposes of the Agreement, provided the new owner is
not an affiliate of Pine. Upon Pine disposing of any or all of the Shares
to an unaffiliated third party, such party will have the right to withdraw
the purchased shares from the Agreement by making written demand upon the
Trustees for a return of the purchased shares, accompanied by a
certification that such party is not an affiliate of Pine.
During the term of the Agreement, Pine is entitled to receive payments
from the Trustees equal to the cash dividends received by the Trustees on
the Shares. If dividends are declared in voting stock of Ichor, the
Trustees will retain such stock, which will be deemed to have been
deposited under the Agreement, provided that the Trustees notify Pine of
the declaration of such dividends. Stock dividends declared in stock
without voting power will be assigned immediately to Pine by the Trustees.
The Agreement will terminate when Pine has disposed of all of the Shares
subject to the Agreement.
Pine, Intercap and Parkland filed an Amendment No. 1 to Schedule 13D dated
October 4, 2000 disclosing their interests in the Shares, which Amendment
No. 1 to Schedule 13D is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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1 Joint Filing Agreement between James C.M.
Robertson and Simon James Scrimgeour.
2* Voting Trust Agreement among James C.M.
Robertson, Simon James Scrimgeour and Pine.
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* Incorporated by reference from the Amendment No. 1 to Schedule 13D
dated October 4, 2000 filed by Pine, Intercap and Parkland.
Page 5 of 6 Pages
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SIGNATURE
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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 4, 2000
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(Date)
By: /s/ James C.M. Robertson
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(Signature)
James C.M. Robertson, Trustee
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(Name and Title)
October 4, 2000
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(Date)
By: /s/ Simon James Scrimgeour
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(Signature)
Simon James Scrimgeour, Trustee
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(Name and Title)
Page 6 of 6 Pages
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EXHIBIT INDEX
Exhibit Number Description
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1 Joint Filing Agreement between James C.M.
Robertson and Simon James Scrimgeour.
2* Voting Trust Agreement among James C.M.
Robertson, Simon James Scrimgeour and Pine.
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* Incorporated by reference from the Amendment No. 1 to Schedule 13D
dated October 4, 2000 filed by Pine, Intercap and Parkland.
