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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
TRIMAINE HOLDINGS INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
54100P 10 0
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(CUSIP Number)
Michael J. Smith, 17 Dame Street, Dublin 2, Ireland
Telephone (3531) 679 1688
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 1, 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. 54100P 10 0
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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 AF WC
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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 7,640,960
Shares Bene- -------------------
ficially (8) Shared Voting Power 5,115,900
Owned by ----------------
Each Reporting (9) Sole Dispositive Power 7,640,960
Person --------------
With (10) Shared Dispositive Power 5,115,900
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,756,860
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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) 80.6%
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14) Type of Reporting Person CO
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Page 3 of 7 Pages
CUSIP No. 54100P 10 0
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Sutton Park International Limited
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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
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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 Tortola, British Virgin Islands
Number of (7) Sole Voting Power 0
Shares Bene- ------------------
ficially (8) Shared Voting Power 5,115,900
Owned by ---------------
Each Reporting (9) Sole Dispositive Power 0
Person ------------
With (10) Shared Dispositive Power 5,115,900
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,115,900
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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) 32.3%
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14) Type of Reporting Person CO
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock with a par value of
$0.01 of Trimaine Holdings Inc. ("Trimaine"), a Washington 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 MFC Bancorp Ltd. ("MFC") and Sutton
Park International Limited ("Sutton Park"). MFC operates in the
financial services segment and has a principal business and office address
at 17 Dame Street, Dublin 2, Ireland. Sutton Park is a wholly-owned
operating company of MFC and has a registered address at P.O. Box 146,
Road Town, Tortola, British Virgin Islands. See Item 6 on pages 2 and 3
of this Schedule 13D/A for the jurisdiction of organization of MFC and
Sutton Park.
The following table lists the names, citizenship, principal business
addresses and principal occupations of the executive officers and
directors of MFC and Sutton Park. Sanne Secretaries Limited ("Sanne") is
the corporate secretary of Sutton Park and is a corporation organized
pursuant to the laws of Jersey. Sanne operates as a corporate secretary
and has a principal business and office address at 8 Queensway House,
Queen Street, St. Helier, Jersey, Channel Islands, JE2 4WD.
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION
CITIZENSHIP
<S> <C> <C>
<C>
Michael J. Smith 17 Dame Street Director, President
British
Dublin 2 and Chief Executive
Ireland of MFC
Roy Zanatta Suite 1620 - 400 Burrard Street
Vancouver, BC V6C 3A6 Director and Secretary
of MFC
Canadian
Sok Chu Kim 1071 - 59 Namhyun-Dong,
Gwanak-Kn, Seoul, Korea Director of Korea
Liberalization Fund Ltd.
Korean
Julius Mallin 256 Jarvis Street, Apt. 8D, Retired Businessman
Canadian
Toronto, Ontario, Canada
M5B 2J4
Oq-Hyun Chin 3,4 Floor, Kyung Am Bldg., Advisor, The Art Group
Korean
831-28 Yeoksam-Dong, Kangnam-Ku, Business Architects
Seoul, Korea & Engineers Ltd.
Dr. Stefan Charlottenstrasse Managing Director of the
German
Feuuerstein 57 D-10117 Industrial Investment
Berlin, Germany Counsel of the New German
States
Graeme Alan Witts 8 Queensway House, Queen Street, Managing Director of
British
St. Helier, Jersey JE2 4WD, Sanne Channel Islands
Trust Company Limited
Michael Robert 8 Queensway House, Queen Street, Channel Islands Director
British
Edmunds St. Helier, Jersey JE2 4WD, of Sanne Trust Company
Limited
Simon James 8 Queensway House, Queen Street, Channel Islands Corporate
British
Scrimgeour St. Helier, Jersey JE2 4WD, Director
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Page 5 of 7 Pages
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION
CITIZENSHIP
<S> <C> <C>
<C>
Geoffrey George 8 Queensway House, Queen Street, Managing Partner,
British
Crill St. Helier, Jersey JE2 4WD, Crill Canavan Solicitors
Channel Islands & Associates
Nuno Santos Costa 8 Queensway House, Queen Street, Litigation Partner,
British
St. Helier, Jersey JE2 4WD, Crill Canavan Solicitors
Channel Islands & Associates
Helen Sarah Witts 8 Queensway House, Queen Street, Senior Trust Officer
British
St. Helier, Jersey JE2 4WD, of Sanne Trust Company
Channel Islands Limited
</TABLE>
During the last five years, neither MFC nor Sutton Park nor, to the
knowledge of MFC or Sutton Park, any of their officers or directors, have
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Sutton Park has paid an aggregate of CDN$2,979,783 or CDN$0.59 per share
for 5,070,900 shares of common stock in the capital of Trimaine. The
purchase price was paid from Sutton Park's cash reserves.
ITEM 4. PURPOSE OF TRANSACTION.
MFC and Sutton Park have acquired the shares of Trimaine for investment
purposes. At this time, neither MFC nor Sutton Park nor, to the knowledge
of MFC or Sutton Park, any of their directors or executive officers, have
the intention of acquiring additional shares of Trimaine, although MFC and
Sutton Park reserve the right to make additional purchases on the open
market, in private transactions and from treasury. Neither MFC nor Sutton
Park nor, to the knowledge of MFC or Sutton Park, any of their directors
or executive officers, have any plans or proposals to effect any of the
transactions listed in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As disclosed in the Schedule 13D/A dated January 6, 2000 filed by MFC and
Constable Investments Ltd. ("Constable"), MFC was the beneficial holder
of 12,756,860 shares of common stock of Trimaine of which it had sole
voting and dispositive power over 7,640,960 shares of common stock and
shared voting and dispositive power over 5,115,900 shares of common stock
of which 5,070,900 were held directly by Constable and 45,000 were held by
Sutton Park. On July 1, 2000, Sutton Park, a wholly-owned subsidiary of
MFC, acquired 5,070,900 shares of common stock of Trimaine from
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Page 6 of 7 Pages
Constable for approximately CDN$0.59 per share for an aggregate purchase
price of CDN$2,979,783. As a result, Sutton Park beneficially owns, and
has the shared power with MFC to direct the vote and disposition of
5,115,900 shares of common stock of Trimaine, which represents
approximately 32.3% of Trimaine's issued and outstanding shares of common
stock. MFC has the sole power to direct the vote and disposition of a
total of 7,640,960 shares of common stock of Trimaine and shares the power
to direct the vote and disposition of 5,115,900 shares of common stock of
Trimaine with Sutton Park, which represents approximately 80.6% of the
issued and outstanding shares of common stock of Trimaine.
To the knowledge of MFC and Sutton Park, none of their directors or
executive officers have any power to vote or dispose of any shares of
common stock of Trimaine, nor did they, MFC or Sutton Park effect any
transactions in such shares during the past 60 days, except as disclosed
herein.
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 Limited dated November
9,2000.
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Page 7 of 7 Pages
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.
November 9, 2000
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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)
November 9, 2000
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(Date)
SUTTON PARK INTERNATIONAL LIMITED
By: /s/ Michael J. Smith (Signature)
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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 Limited
dated November 9, 2000.
