<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ICHOR CORPORATION
--------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
--------------------------------------------------------------------------
(Title of Class of Securities)
693286 10 6
--------------------------------------------------------------------------
(CUSIP Number)
Michael J. Smith, 17 Dame Street, Dublin 2, Ireland
(44 22) 818-2999
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 4, 2000
--------------------------------------------------------------------------
(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 [ ].
<PAGE> 2
CUSIP No. 693286 10 6
-----------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Pine Resources Corporation
-------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only ----------------------------------------------------
4) Source of Funds AF
---------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
------------------------------------------------------------------
6) Citizenship or Place of Organization British Columbia, Canada
------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ----------------
Ficially (8) Shared Voting Power 0
Owned by --------------
Each Reporting (9) Sole Dispositive Power 0
Person -----------
With (10) Shared Dispositive Power 1,620,000
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,620,000
------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 32.9%
--------------
14) Type of Reporting Person CO
-----------------------------------------
Page 2 of 8 Pages
<PAGE> 3
CUSIP No. 693286 10 6
------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Intercap Yemen, Inc.
-----------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only ----------------------------------------------------
4) Source of Funds AF
---------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
------------------------------------------------------------------
6) Citizenship or Place of Organization State of Texas, United States
------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ----------------
Ficially (8) Shared Voting Power 0
Owned by ---------------
Each Reporting (9) Sole Dispositive Power 0
Person ------------
With (10) Shared Dispositive Power 1,620,000
----------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,620,000
------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 32.9%
----------------
14) Type of Reporting Person CO
------------------------------------------
Page 3 of 8 Pages
<PAGE> 4
CUSIP No. 693286 10 6
-----------------------
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Parkland Ventures Limited
---------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only ----------------------------------------------------
4) Source of Funds WC
---------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
------------------------------------------------------------------
6) Citizenship or Place of Organization British Virgin Islands
------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------
Ficially (8) Shared Voting Power 0
Owned by ----------------
Each Reporting (9) Sole Dispositive Power 0
Person -------------
With (10) Shared Dispositive Power 1,620,000
-----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,620,000
------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 32.9%
----------------
14) Type of Reporting Person CO
------------------------------------------
Page 4 of 8 Pages
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D (the "Amendment No. 1") 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. This Amendment No.
1 amends the Schedule 13D of Pine Resources Corporation ("Pine") dated
December 29, 1999 (the "Schedule 13D"), and is filed to report a change in
dispositive and voting power over the shares of Ichor held by Pine.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Pine, its wholly-owned subsidiary,
Intercap Yemen, Inc. ("Intercap"), and its affiliate, Parkland Ventures
Limited ("Parkland"), which is a wholly-owned subsidiary of Intercap
(collectively, the "Reporting Persons"). Pine is organized under the
laws of the Province of British Columbia, Canada, with a principal
business address at 1620 - 400 Burrard Street, Vancouver, B.C. Canada V6C
3A6. Pine is an independent oil and gas exploration and production
company. Intercap is organized under the laws of the State of Texas, has a
business address at 1620 - 400 Burrard Street, Vancouver, B.C. V6C 3A6,
and is involved in oil and gas exploration. Parkland is organized under
the laws of the British Virgin Islands, has a business address at 8
Queensway House, Queen Street, St.Helier, Jersey, JF2 4WD, Channel Islands
and is involved in investment holdings.
The following table lists the names, citizenships, principal business
addresses and principal occupations of the directors and executive
officers of Pine:
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP
---- ---------------- ---------- -----------
<S> <C> <C> <C>
Murray Oliver #102 - 668 W. 16th Avenue, Director of Corporate Relations Canadian
Vancouver, British Columbia, of Med Net International Ltd.
V5Z 1S6
Leonard Petersen 5989 Willow Street, Director and Senior Officer of Canadian
Vancouver, British Columbia, Pemcorp Ltd.
V5Z 3S7
Becky Wong Rm. 135, Block 2, Upper Ngau Securities Industry Executive at Korean
Tau Kok Est., EAA Securities Limited
Kowloon, Hong Kong
</TABLE>
The following table lists the names, citizenships, principal business
addresses and principal occupations of the directors and executive
officers of Intercap:
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP
---- ---------------- ---------- -----------
<S> <C> <C> <C>
Murray Oliver #102 - 668 W. 16th Avenue, Director of Corporate Relations Canadian
Vancouver, British Columbia, of Med Net International Ltd.
V5Z 1S6
Leonard Petersen 5989 Willow Street, Director and Senior Officer of Canadian
Vancouver, British Columbia, Pemcorp Ltd.
V5Z 3S7
</TABLE>
Page 5 of 8 Pages
<PAGE> 6
The following table lists the names, citizenships, principal business
addresses and principal occupations of the directors and executive
officers of Parkland:
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP
---- ---------------- ---------- -----------
<S> <C> <C> <C>
Murray Oliver #102 - 668 W. 16th Avenue, Director of Corporate Relations Canadian
Vancouver, British Columbia, of Med Net International Ltd.
V5Z 1S6
Leonard Petersen 5989 Willow Street, Director and Senior Officer of Canadian
Vancouver, British Columbia, Pemcorp Ltd.
V5Z 3S7
</TABLE>
During the last five years, none of the Reporting Persons has been nor, to
their knowledge, have any of their directors or executive officers 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 Reporting Persons have executed a joint filing agreement consenting to
the joint filing of this Amendment No. 1. Such agreement is filed as
Exhibit 1 to this Amendment No. 1 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.
Pine transferred its beneficial ownership of 1,620,000 common shares (the
"Shares"), or approximately 32.9%, of the issued and outstanding shares
of Ichor to Parkland on February 24, 2000. Parkland is a wholly-owned
subsidiary of Intercap, which is a wholly-owned subsidiary of Pine. The
Reporting Persons collectively share dispositive power over the Shares.
Pine entered into a voting trust agreement (the "Agreement") with James
C.M. Robertson and Simon James Scrimgeour (collectively, the "Trustees")
dated April 20, 2000 pursuant to which Pine agreed to cause the transfer
of voting power over the Shares to the Trustees. The Shares were
transferred to the Trustees on or about October 4, 2000.
As of the date of this Amendment No. 1, there exist no agreements or
understandings between the Reporting Persons on the one hand and any other
persons or entities on the other hand that would
Page 6 of 8 Pages
<PAGE> 7
cause the Reporting Persons and such persons or entities to be a "group"
within the meaning of section 13(d)(3) of the Exchange Act.
To the knowledge of the Reporting Persons, none of their directors or
executive officers have any power to vote or dispose of the Shares of
Ichor, nor did the Reporting Persons effect any transactions in such
Shares during the last 60 days, except as disclosed herein.
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.
The Trustees jointly filed a Schedule 13D dated October 4, 2000 disclosing
their shared voting power over the Shares, which Schedule 13D is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement among Pine, Intercap
and Parkland.
2 Voting Trust Agreement among Pine, James C.M.
Robertson and Simon James Scrimgeour.
Page 7 of 8 Pages
<PAGE> 8
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 4, 2000
--------------------------------
(Date)
PINE RESOURCES CORPORATION
By: /s/ Murray Oliver
--------------------------------
(Signature)
Murray Oliver, Secretary
--------------------------------
(Name and Title)
October 4, 2000
--------------------------------
(Date)
INTERCAP YEMEN, INC.
By: /s/ Murray Oliver
--------------------------------
(Signature)
Murray Oliver, Secretary
--------------------------------
(Name and Title)
October 4, 2000
--------------------------------
(Date)
PARKLAND VENTURES LIMITED
By: /s/ Murray Oliver
--------------------------------
(Signature)
Murray Oliver, Director
--------------------------------
(Name and Title)
Page 8 of 8 Pages
<PAGE> 9
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1 Joint Filing Agreement among Pine, Intercap
and Parkland.
2 Voting Trust Agreement among Pine, James C.M.
Robertson and Simon James Scrimgeour.
