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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)
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)
Jin-Soo Choi, 17 Dame Street, Dublin 2, Ireland
Telephone (35 31) 679-1688
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29, 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. 693286 10 6
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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) [ 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 Yukon Territory, Canada
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Number of (7) Sole Voting Power 0
Shares Bene- --------------------
ficially (8) Shared Voting Power 3,567,380
Owned by ------------------
Each Reporting (9) Sole Dispositive Power 0
Person ---------------
With (10) Shared Dispositive Power 3,567,380
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,567,380
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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) 43.7%
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14) Type of Reporting Person CO
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Page 3 of 7 Pages
CUSIP No. 693286 10 6
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons
Sutton Park International Ltd.
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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 WC OO
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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
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Number of (7) Sole Voting Power 0
Shares Bene- --------------------
ficially (8) Shared Voting Power 2,597,060
Owned by ------------------
Each Reporting (9) Sole Dispositive Power 0
Person ---------------
With (10) Shared Dispositive Power 2,597,060
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,597,060
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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) 31.8%
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14) Type of Reporting Person CO
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Page 4 of 7 Pages
This Amendment No. 7 ("Amendment No. 7") amends the Schedule 13D/A of MFC
Bancorp Ltd. ("MFC") dated January 7, 2000 and the Schedule 13D/A of
Sutton Park International Ltd. ("Sutton Park") dated March 13, 1998 and is
filed to report a change in the beneficial ownership of certain shares of
ICHOR Corporation ("ICHOR").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a $0.01 par
value each of ICHOR, a Delaware corporation, having an office address at
17 Dame Street, Dublin 2, Ireland.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of MFC and Sutton Park. MFC operates in
the financial services business and has an office address at 17 Dame
Street, Dublin 2, Ireland. Sutton Park is a wholly-owned subsidiary of
MFC and has a registered office at P.O. Box 146, Road Town, Tortola,
British Virgin Islands. See Item 6 on pages 2 and 3 of this Amendment No.
7 for the jurisdiction of organization of MFC and Sutton Park,
respectively.
The following table lists the names, citizenship, principal business
addresses and principal occupations of the executive officers and
directors of MFC that have not previously been reported and of Sutton
Park.
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP
---- ---------------- ---------- -----------
<S> <C> <C> <C>
Dr. Stefan Charlottenstr. 57, Managing Director of the German
Feuerstein D-10117, Berlin, Industrial Investment
Germany Council GmbH
Michael J. 17 Dame Street, Director, President and British
Smith Dublin 2, Ireland Chief Executive Officer
of MFC
Roy Zanatta Suite 1620, 400 Burrard Director and Secretary Canadian
Street, Vancouver, British of MFC
Columbia, Canada, V6C 3A6
</TABLE>
During the last five years, neither MFC nor Sutton Park has been, nor to
the knowledge of MFC or Sutton Park, have any of their officers or
directors 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 Amendment No. 7. Such agreement is filed as
Exhibit 1 to this Amendment No. 7 and is incorporated herein by reference.
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Page 5 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Sutton Park acquired 227,500 shares (the "ICHOR Preferred Shares") of
Series 1 preferred stock in the capital of ICHOR ("Series 1 Stock") from
Constable Investments Ltd. ("Constable") on April 1, 2000, which increased
its holdings of Series 1 Stock to 402,500 shares (the "Shares").
Constable is a wholly-owned subsidiary of MFC.
Pursuant to the terms of a Preferred Stock Redemption and Conversion
Agreement (the "Agreement") dated for reference December 21, 2000, a copy
of which is filed as Exhibit 2 to this Amendment No. 7 and is incorporated
herein by reference, the 402,500 shares of Series 1 Stock held by Sutton
Park were redeemed for $1,197,940 and converted for 2,597,060 shares of
the common stock of ICHOR (the "ICHOR Common Shares") on December 29, 2000.
Certain other shares of Series 1 Stock indirectly held by MFC were redeemed
pursuant to their terms on December 29, 2000.
ITEM 4. PURPOSE OF TRANSACTION.
Sutton Park acquired the ICHOR Preferred Shares for investment purposes
and the ICHOR Common Shares pursuant to the Agreement. MFC and Sutton
Park reserve the right to make additional purchases on the open market, in
private transactions and from treasury. Except as otherwise disclosed,
neither MFC nor Sutton Park, nor, to the knowledge of MFC or Sutton Park,
any of their directors or executive officers, have any present intention or
understandings to effect any of the transactions listed in Item 4(a)-(j) of
Regulation 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Sutton Park beneficially owns 2,597,060 shares, or approximately 31.8%, of
the issued and outstanding common stock of ICHOR and shares voting and
dispositive power over those shares with MFC.
MFC indirectly owns 3,567,380 shares, or approximately 43.7%, of the
issued and outstanding common stock of ICHOR and shares voting and
dispositive power over such shares with Sutton Park and MFC Merchant Bank
S.A, a wholly-owned subsidiary of MFC which is the beneficial owner of
970,320 shares of the common stock of ICHOR.
To the knowledge of MFC and Sutton Park, none of their directors or
executive officers have the power to vote or dispose of any shares of
common stock of ICHOR, nor did MFC, Sutton Park, or their directors and
executive officers effect any transactions in such shares during the past
60 days, except as disclosed herein.
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Page 6 of 7 Pages
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 Ltd. dated
January 2, 2001.
2 Preferred Stock Redemption and Conversion
Agreement between ICHOR Corporation and
Sutton Park International Ltd. dated for
reference December 21, 2000.
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Page 7 of 7 Pages
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.
January 2, 2001
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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)
January 2, 2001
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(Date)
SUTTON PARK INTERNATIONAL LTD.
By: /s/ Michael J. Smith
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(Signature)
Michael J. Smith, Director
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(Name and Title)
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EXHIBIT INDEX
Exhibit Number Description
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1 Joint Filing Agreement between MFC Bancorp
Ltd. and Sutton Park International Ltd. dated
January 2, 2001.
2 Preferred Stock Redemption and Conversion
Agreement between ICHOR Corporation and
Sutton Park International Ltd. dated for
reference December 21, 2000.
