<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LOGAN INTERNATIONAL CORP.
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(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computes
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
LOGAN INTERNATIONAL CORP.
6 Cours de Rive
1211 Geneva, Switzerland
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Logan International Corp.:
Notice is hereby given that the Annual Meeting of Shareholders of Logan
International Corp., a Washington corporation (the "Company"), will be held at 6
Cours de Rive, Third Floor, 1211 Geneva, Switzerland, at 8:00 a.m., Central
European Time, July 14, 1999, for the following purposes:
1. To elect one (1) Director of the Company.
2. To vote on a proposal to amend the Company's Articles of
Incorporation to effect a one for three reverse stock split.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Directors have fixed the close of business on May 21, 1999, as the
record date for the determination of Shareholders entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors,
Michael J. Smith
President
June 9, 1999
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
<PAGE> 3
LOGAN INTERNATIONAL CORP.
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of Logan International Corp. (the "Company") of proxies for use at
the Annual Meeting of Shareholders to be held at 6 Cours de Rive, Third Floor,
1211 Geneva, Switzerland, on July 14, 1999, and any adjournments thereof. If the
Proxy is properly executed and received by the Company prior to the meeting or
any adjournment thereof, the shares of common stock, $.01 par value per share
(the "Common Shares") or 5% Cumulative Voting Preferred Stock, Series B, $.01
par value per share (the "Preferred Shares"), represented by your Proxy will be
voted in the manner directed. In the absence of voting instructions, the Common
Shares and Preferred Shares (together, the "Shares") will be voted for the
nominee for director and for the proposal to effect a one for three reverse
stock split. The Proxy may be revoked at any time prior to its use by filing a
written notice of revocation of Proxy or a Proxy bearing a date later than the
date of the Proxy with the Secretary of the Company, Mr. Rene Randall, c/o 6 Rue
Charles-Bonnet, 1206 Geneve, Switzerland. You also may revoke your Proxy in
person at the meeting. If you attend the meeting and have submitted a Proxy, you
need not revoke your Proxy and vote in person unless you elect to do so. The
Proxy Statement and form of Proxy are being mailed to Shareholders commencing on
or about June 18, 1999.
The holders of one-third of the Shares outstanding and entitled to vote
at the Annual Meeting must be present in person or represented by proxy in order
for a quorum to be present. Under applicable Washington law, abstentions and
broker non-votes will be counted for purposes of establishing a quorum, but will
have no effect on the vote on the election of the nominee for director.
Abstentions and broker non-votes will have the effect of a "no" vote on the
proposal to effect the one for three reverse stock split.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by directors, officers and regular employees of the
Company without additional remuneration therefor. The Company also may reimburse
banks, brokers, custodians, nominees and fiduciaries for their reasonable
charges and expenses in forwarding Proxies and Proxy materials to the beneficial
owners of the Shares. All costs of solicitation of Proxies will be borne by the
Company. The Company does not presently intend to employ any other party to
assist in the solicitation process.
The close of business on May 21, 1999, has been fixed as the record date
(the "Record Date") for the determination of Shareholders entitled to notice of
and to vote at the Annual Meeting.
On the Record Date, there were 10,837,808 Common Shares and 60,000
Preferred Shares issued and outstanding. Each Common Share and each Preferred
Share is entitled to one vote on each of the matters properly presented at the
Annual Meeting. Only Shareholders of record on the Record Date will be entitled
to vote at the Annual Meeting. Under the Company's Articles of Incorporation,
cumulative voting in the election of directors is not permitted. Assuming a
quorum is present, directors will be elected by the plurality of votes cast at
the meeting.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding the
beneficial ownership of the Company's voting securities as of May 21, 1998, by
each shareholder who is known by the Company to own more than five percent of
each class outstanding. The following is based solely on statements filed with
the Securities and Exchange Commission and other information the Company
believes to be reliable. None of the Company's executive officers or directors
owns any of the Company's equity securities.
<TABLE>
<CAPTION>
Number of Percent of Number of Percent of Percent of
Name and Address of Common Common Preferred Preferred Voting
Beneficial Owner Shares Shares Shares Shares Shares
------------------- --------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
MFC Bancorp Ltd. 7,711,860 71.2% 60,000(1) 100.0% 71.3%(1)
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
</TABLE>
(1) Includes 60,000 Preferred Shares over which MFC Bancorp Ltd. ("MFC")
shares voting and dispositive power with Drummond Financial Corporation
("Drummond"). MFC beneficially owns 76.0% of the outstanding voting
securities of Drummond Financial Corp. ("Drummond"), comprised of shares
of Common Stock of Drummond as to which MFC shares voting and
dispositive power with its wholly-owned subsidiary, Ballinger
Corporation, and all of Drummond's Series 1, Preferred Stock.
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to resolutions of the Board of Directors under authority
granted by the Company's Articles of Incorporation, the number of directors of
the Company is established at five, although presently there are only three
directors. No nominees have been named to fill vacant director positions. The
votes of a plurality of the Shares present in person or by Proxy at the Annual
Meeting are required to elect the directors.
The Board of Directors is divided into three classes. Initially, Class I
Directors are elected for one year, Class II Directors are elected for two years
and Class III Directors are elected for three years. Successors to the class of
directors whose term expires at any annual meeting shall be elected for
three-year terms. The nominee for director, Mr. Smith, is a member of Class I,
and is to be elected to the Board of Directors for a three-year term to serve
until the annual meeting of shareholders in 2002, or until his successor is
elected and qualified. Mr. Smith currently serves as a director. The terms of
the remaining directors do not expire at this Annual Meeting.
Mr. Smith has indicated that he is willing and able to serve as a
director. If he becomes unable or unwilling to serve, the accompanying proxy may
be voted for the election of such other person as shall be designated by the
Board of Directors. Proxies received by the Company on which no designation is
made will be voted FOR the nominee.
<PAGE> 5
DIRECTORS
The following table sets forth information regarding each nominee for
election as a director and each director whose term of office will continue
after the Annual Meeting.
<TABLE>
<CAPTION>
Expiration of
Name Current Position with the Company Age Term as a Director
- ---- --------------------------------- --- ------------------
<S> <C> <C> <C>
Michael J. Smith Chairman, President, Chief Financial
Officer and Director 51 1999
Leonard Petersen Director 45 2001
Roland Waldvogel Director 33 2000
</TABLE>
Michael J. Smith became President and Chairman of the Company during
1996 and has served as Chief Financial Officer and a director since January
1994. From that date until 1996, he was Executive Vice President of the Company.
Mr. Smith was Chief Financial Officer of Mercer International Inc. from May 1988
until 1996. He is President, Chief Executive Officer and a director of MFC. Mr.
Smith is Chief Executive Officer, Chief Financial Officer and a director of
Drummond and of ICHOR Corporation.
Leonard Petersen has been a director of the Company since January 1994.
Since 1990, he has served as a director and a senior officer of Pemcorp
Management, Inc. He was a chartered accountant with Davidson & Company from 1987
to 1990. Mr. Petersen is a director of ICHOR Corporation.
Roland Waldvogel has been a director of the Company since January 1994.
He is a Swiss resident who is an independent trust officer in Switzerland. He
was formerly with Fidinam Trust Company, Zurich, Switzerland.
During the fiscal year ended December 31, 1998, the Board held no
meetings but acted by unanimous written consent on one occasion.
COMMITTEES OF THE BOARD
The Company has established a Compensation Committee. The members of the
Compensation Committee are Mr. Petersen and Mr. Waldvogel. The Compensation
Committee did not meet during 1998.
The Company does not have an Audit Committee or a Nominating Committee.
<PAGE> 6
EXECUTIVE COMPENSATION
The following table sets forth information on the annual compensation
for each of the Company's last three fiscal years of the Company's Chief
Executive Officer. None of the Company's executive officers received aggregate
annual remuneration from the Company in excess of $100,000 during the fiscal
year ended December 31, 1998.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- --------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary($) Bonus($) Compensation($) Options/SARs(#) Compensation($)
-------- ---- --------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Smith 1998 $50,000 0 0 0 0
Chief Executive 1997 $50,000 0 0 0 0
Officer 1996 $50,000 0 0 230,000(1) 0
</TABLE>
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(1) Cancelled in December 1996 by agreement between Mr. Smith and the
Company.
EMPLOYMENT AGREEMENT
Mr. Smith has entered into an employment agreement with the Company
dated as of June 23, 1994. The agreement generally provides, subject to certain
termination provisions, for continued employment of Mr. Smith for a period of 36
months with automatic one-month renewals, so that the contract at all times has
a remaining term of 36 months. The agreement provides for a base salary and
other compensation as determined by the board of directors. The agreement
contains change-in-control provisions pursuant to which, if a change in control
(as defined in the agreement) occurs, Mr. Smith may only be discharged for
cause. In the event Mr. Smith is terminated without cause or resigns for good
reason (as defined in the agreement) within eighteen months of the change in
control, he shall be entitled to a severance payment of three times his annual
salary under the agreement and all unvested rights in any stock option or other
benefit plans shall vest in full. If Mr. Smith is terminated without cause or
resigns for good reason after eighteen months of the change in control, he shall
be entitled to a severance payment of a proportionate amount based on the length
of time remaining in the term of the agreement of three times his annual salary
under the agreement and all unvested rights in any stock option or other benefit
plans shall vest in full. In addition, Mr. Smith will continue to receive
equivalent benefits as were provided at the date of termination for the
remaining term of the agreement.
STOCK OPTIONS
No stock options were granted to Mr. Smith during 1998.
COMPENSATION OF DIRECTORS
The directors do not receive cash compensation for service as a
director. The Company reimburses the directors and officers for their expenses
incurred in connection with their duties as directors and officers of the
Company.
The following Report of the Directors on Executive Compensation and the
Performance Graph included in this Proxy Statement shall not be deemed to be
incorporated by reference by any general statement incorporating for reference
this Proxy Statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under the Acts.
<PAGE> 7
REPORT OF THE DIRECTORS ON EXECUTIVE COMPENSATION
The Company is actively marketing certain of its real estate assets and
redeploying others to finance the acquisition of controlling interests in
operating businesses. In this phase of identifying and evaluating acquisition
candidates, the Board of Directors believes that an adjustment in Mr. Smith's
compensation is unwarranted. Accordingly, the Board of Directors maintained Mr.
Smith's 1998 compensation at the level specified in his employment agreement.
/s/ Michael J. Smith /s/ Leonard Petersen /s/ Roland Waldvogel
PERFORMANCE GRAPH
The information set forth in the table below and the graph on the
following page compares the value of the Common Shares to the Nasdaq Market
Index and to the MG Industry Group Index for Real Estate Investment Trusts
prepared by Media General Financial Services. Each of the total cumulative
returns presented assumes a $100 investment on July 17, 1995, the date on which
the Company's Common Shares began trading publicly, and reinvestment of
dividends.
<TABLE>
<CAPTION>
Fiscal Year Ending December 31
Company Name -------------------------------------------------
or Index July 17, 1995 1995 1996 1997 1998
- ------------ ------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Logan International Corp. 100.00 14.29 14.29 16.07 8.93
Nasdaq Market Index 100.00 102.74 127.67 156.17 220.26
MG Group Index 100.00 107.97 144.35 170.08 142.48
</TABLE>
<PAGE> 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1996, the Company sold the shares of a subsidiary of the Company that
had as its only asset a parcel of real estate. The property had environmental
problems that made it difficult to develop or sell. The Company agreed to share
the proceeds of sale equally with MFC, because MFC facilitated the sale to a
foreign purchaser. The sale resulted in a $417,000 profit to the Company. The
Company received $1,250,000 of the purchaser's $1,752,000 cash downpayment. The
balance of the $3,340,000 purchase price is due in September 1999. Mr. Smith
is the President, Chief Executive Officer and a Director of MFC.
At December 31, 1998, the Company owed MFC $4,900,000 for the purchase
of 500,000 shares of MFC common stock and certain intercompany advances. This
indebtedness is secured by all of the Company's personal property. MFC continues
to provide management services to the Company but has not charged the Company
for them since 1996.
During 1998, the Company purchased 500,000 shares of common stock of MFC
$9.66 per share for a total price of $4,830,000. The price paid by the Company
was the market price for MFC shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") requires that the Company's officers and directors, and any
beneficial owner of more than 10% of the outstanding Common Shares file reports
of ownership and changes of ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and beneficial owners of more than
10% of the outstanding Common Shares are required by SEC regulation to furnish
the Company with copies of all such reports they file.
Based solely on the review of the copies of such reports received by the
Company, and on written representations by the Company's officers and directors
regarding their compliance with the applicable reporting requirements under
Section 16(a) of the Exchange Act, the Company believes that, with respect to
its fiscal year ended December 31, 1998, all of its officers and directors filed
all required reports under Section 16(a) in a timely manner.
PROPOSAL 2
AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO EFFECT A ONE FOR THREE REVERSE
STOCK SPLIT OF THE COMPANY'S COMMON STOCK
The Board of Directors of the Company has adopted a resolution approving
a proposal to amend the Company's Articles of Incorporation to effect a reverse
stock split. In the reverse stock split, each three shares of the Company's
Common Stock will automatically be converted into one share, without any further
action on the part of the shareholders. Any fractional shares will be rounded-up
to the nearest whole share. The approval of a majority of the outstanding
Common Stock and a majority of the outstanding Preferred Stock is required for
approval.
The Board of Directors is presently evaluating various methods for
shareholders to realize the value of the Company. The Board is considering
whether to sell the Company, merge with another company or acquire additional
assets. The Board believes that decreasing the number of outstanding shares of
common stock will facilitate certain of these strategies. In addition to
decreasing the number of outstanding shares, the reverse stock should have the
effect of increasing the per share value of each share of Common Stock. No
assurance can be given, however, that the value of a shareholder's holdings in
the Company will be equal to or more than the value prior to the reverse stock
split. In addition, the reverse stock split may cause
<PAGE> 9
some shareholders to hold odd-lots of stock, which may be more expensive or
difficult to sell than round lots.
Consummation of the reverse stock split will not change the number of
shares of authorized by the Company's Articles of Incorporation or the par value
of each share of Common Stock. The reverse stock split will become effective as
of 5:00 p.m. Seattle time on the date the amendment to the Articles of
Incorporation is filed with the Washington Secretary of State. Shareholders have
no dissenters' rights with respect to the reverse stock split.
As soon as practicable after the effective date, CIBC Mellon Trust
Company (the "Transfer Agent") will mail a letter of transmittal to each holder
of record of the Common Stock on the effective date. The letter of transmittal
will contain instructions for the surrender of the certificates representing
Common Stock to the Transfer Agent in exchange for new certificates representing
the number of shares of Common Stock into which the Common Stock has been
converted as a result of the reverse stock split. No new certificates will be
issued to a shareholder until he or she has surrendered his or her outstanding
certificates, together with the letter of transmittal to the Transfer Agent.
Shareholders will not be required to pay a transfer or other fee in connection
with the exchange of certificates. Shareholders should not submit any
certificates to the Transfer Agent until requested to do so.
The reverse stock split will effect all outstanding options and
warrants. Under the terms of those agreements, the number of options will be
decreased and the exercise price will be increased, so that the aggregate
consideration received by the Company upon exercise will remain the same.
The following discussion of the material federal income tax consequences
of the reverse stock split is based on the Internal Revenue Code of 1986, as
amended, the applicable Treasury regulations, judicial authority and current
administrative rulings and practices all as in effect on the date of this Proxy
Statement. The Company has not sought and will not seek an opinion of counsel or
a ruling from the Internal Revenue Service regarding the federal income tax
consequences of the reverse stock split. This discussion is for the general
information of shareholders and each shareholder is urged to consult his or her
own tax advisor to determine the particular consequences to such shareholder.
The Company should not recognize any material gain or loss from the
reverse stock split, and no material gain or loss should be recognized by a
shareholder. The aggregate tax basis of the shares of Common Stock held by a
shareholder after the reverse stock split will equal such shareholder's
aggregate tax basis prior to the reverse stock split and generally will be
allocated among the shares of Common Stock held following the reverse stock
split on a pro rata basis.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been
selected by the Directors to examine the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending December 31, 1999.
Peterson Sullivan P.L.L.C. have examined the consolidated financial statements
of the Company and its subsidiaries each year since its inception.
Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at
the Annual Meeting.
<PAGE> 10
FUTURE SHAREHOLDER PROPOSALS
Any proposal that a Shareholder intends to present at the next Annual
Meeting of Shareholders must be received by the Company on or before February
14, 2000.
OTHER MATTERS
The directors know of no matter other than those mentioned in the Proxy
Statement to be brought before the meeting. If other matters properly come
before the meeting, it is the intention of the Proxy holders to vote the Proxies
in accordance with their judgment. If there are insufficient votes to approve
any of the proposals contained herein, the Directors may adjourn the meeting to
a later date and solicit additional Proxies. If a vote is required to approve
such adjournment, the Proxies will be voted in favor of such adjournment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST DIRECTED TO SHAREHOLDERS INFORMATION, LOGAN INTERNATIONAL CORP., SUITE
1250, 400 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3A6.
By order of the Board of Directors.
DATE: June 9, 1999.
<PAGE> 11
PROXY
LOGAN INTERNATIONAL CORP.
6 Cours de Rive
1211 Geneva, Switzerland
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LOGAN
INTERNATIONAL CORP.
The undersigned hereby appoints Michael J. Smith and Rene Randall and
each of them, as proxies, each with the power of substitution to represent and
to vote as designated below, all the shares of common stock and all of the
shares of preferred stock, Series B, of Logan International Inc. held of record
by the undersigned on May 21, 1999, at the Annual Meeting of Shareholders to be
held on July 14, 1999, or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR the nominee listed WITHHOLD AUTHORITY
below (except as marked to vote for the nominee
to the contrary below) [ ] listed below [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Michael J. Smith (Term will expire in 2002)
2. AMENDMENT TO THE ARTICLES OF INCORPORATION TO EFFECT A ONE FOR
THREE REVERSE STOCK SPLIT
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the Proxy holders are authorized to vote
upon such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears on your share certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED: , 1999
---------------- ------------------------------------
Signature
------------------------------------
Print Name
------------------------------------
Signature, if jointly held
------------------------------------
Print Name
Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.
