-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vt9ppnfCbiISpINvjfNFmGw+4I2azgVoYg8wpEcGabuWRc0PoJYw2+l+UfU1B8d/ Sij2J9FXeOSVblvzcLoSzQ== 0001193805-05-002027.txt : 20050930 0001193805-05-002027.hdr.sgml : 20050930 20050930103730 ACCESSION NUMBER: 0001193805-05-002027 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050930 GROUP MEMBERS: IAT REINSURANCE COMPANY LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Earth Refineries Inc. CENTRAL INDEX KEY: 0001299795 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80207 FILM NUMBER: 051112866 BUSINESS ADDRESS: STREET 1: UNIT 803, 8/F DINA HOUSE, RUTTONJEE CTR STREET 2: 11 DUDDELL STREET, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 000000 BUSINESS PHONE: (852)2537-3613 MAIL ADDRESS: STREET 1: UNIT 803, 8/F DINA HOUSE, RUTTONJEE CTR STREET 2: 11 DUDDELL STREET, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 000000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG PETER R CENTRAL INDEX KEY: 0000897485 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SPEAR LEEDS & KELLOGG STREET 2: 120 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 2123895840 MAIL ADDRESS: STREET 1: 48 WALL STREET STREET 2: C/O IAT REINSURANCE CO LTD CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 e501021_sc13d-blueearth.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. __)* Under the Securities Exchange Act of 1934 Blue Earth Refineries Inc. (Name of Issuer) Ordinary Shares Without Par Value (Title of Class of Securities) G11999102 (CUSIP Number) Peter R. Kellogg 48 Wall Street 30th floor New York, NY 10005 (212) 389-5841 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 2005 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. G11999102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter R. Kellogg - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,023,250 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 522,700 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,023,250 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 522,700 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,346,750 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN, HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G11999102 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IAT Reinsurance Company Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,973,250 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY NONE OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,973,250 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,973,250 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G11999102 ITEM 1. SECURITY AND ISSUER: This statement on Schedule 13D relates to ordinary shares without par value (the "Shares") of Blue Earth Refineries Inc., a British Virgin Islands corporation ("Blue Earth"). The principal executive offices of the Issuer are located at 8th Floor, Dina House, Ruttonjee Centre, 11 Duddell Street, Hong Kong SAR, China. ITEM 2. IDENTITY AND BACKGROUND: (a) This statement on Schedule 13D is filed on behalf of Peter R. Kellogg and IAT Reinsurance Company Ltd. ("IAT"). Mr. Kellogg is the sole owner of IAT's voting stock, is a member of IAT's board of directors, and is the President and CEO of IAT. A joint filing agreement of Mr. Kellogg and IAT is attached hereto as Exhibit A. (b)-(c), (f) Mr. Kellogg is an American citizen and, on the date of the event which requires the filing of this Statement, was a Senior Managing Director of Spear, Leeds & Kellogg, a registered broker-dealer in the United States and a specialist firm on the New York Stock Exchange. IAT is a reinsurance company incorporated in Bermuda. Mr. Kellogg's business address is 120 Broadway, 6th floor, New York, NY 10271, and IAT's business address is 48 Wall Street, New York, NY 10005. (d)-(e) During the last five years, neither IAT, Mr. Kellogg, nor, to their knowledge, any of the directors or executive officers of IAT has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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: 2,973,250 Shares of Blue Earth are held by IAT and its wholly-owned subsidiaries, 522,700 Shares are held by a foundation which is jointly administered by Mr. Kellogg and his wife, and 50,000 Shares are held by a partnership controlled by Mr. Kellogg. Blue Earth used to be a wholly-owned subsidiary of MFC Bancorp Ltd., a company organized under the laws of the Province of British Columbia, Canada ("MFC"). MFC registered the Shares with the SEC. On December 30, 2004, MFC effected a stock split of the shares of Blue Earth and then distributed ordinary shares of Blue Earth to MFC's shareholders, and Blue Earth ceased to be a subsidiary of MFC. Each holder of MFC common shares received one Share of Blue Earth for each common share of MFC held on December 30, 2004. At the time of the distribution, Mr. Kellogg beneficially owned 3,346,750 shares of common shares, without par value, of MFC. This distribution was registered with the SEC. Therefore, as a result of the distribution of Shares of Blue Earth to the shareholders of MFC, Mr. Kellogg acquired beneficial ownership of 3,346,750 Shares of Blue Earth. Mr. Kellogg and IAT received these Shares on January 6, 2005. CUSIP No. G11999102 ITEM 4. PURPOSE OF TRANSACTION: The Shares of Blue Earth were acquired for investment purposes in the ordinary course of business by IAT and its wholly-owned subsidiaries, by the foundation administered by Mr. Kellogg, and by the trust administered by Mr. Kellogg and his wife and were not acquired with the purpose or effect of changing or influencing control of Blue Earth. Mr. Kellogg and IAT review their holdings of Blue Earth on an ongoing basis. Depending on such review and on various factors, including, without limitation, the price of the shares, stock market conditions, and business prospects of Blue Earth, Mr. Kellogg and IAT reserve the right to make additional purchases or sales of the Shares of Blue Earth in the future, although they have no present plans or proposals to do so. Any purchases may be effected directly or through one or more entities controlled or deemed to be controlled by Mr. Kellogg. Any purchases or sales may be in the open market, in a privately negotiated transaction or otherwise. Except as set forth below in Items 5 and 6 below, neither Mr. Kellogg nor IAT have any current plans or proposals which relate to or would result in any of the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: (a) and (b) This statement relates to 2,973,250 Shares of Blue Earth held by IAT and its wholly-owned subsidiaries, 522,700 Shares are held by a foundation which is jointly administered by Mr. Kellogg and his wife, and 50,000 Shares are held by a partnership controlled by Mr. Kellogg. Based on the 13,557,146 shares of common stock of MFC that were outstanding on December 31, 2004 as set forth in MFC's public filings, the one-for-one distribution of Shares of Blue Earth to the MFC shareholders presumably resulted in an equal number Shares of Blue Earth at the time of the distribution on January 6, 2005. Therefore, the 3,346,750 Shares reported on this Schedule 13D represent 24.7% of Blue Earth's outstanding Shares as of the date of the event which triggered the filing of this Schedule 13D. Mr. Kellogg has sole dispositive and voting power with respect to the Shares of Blue Earth owned by IAT and its subsidiaries. By virtue of his position with IAT, Mr. Kellogg may be considered to indirectly beneficially own such Shares. Mr. Kellogg disclaims beneficial ownership of the Shares owned by IAT and its subsidiaries, and this statement should not be deemed to be an admission that Mr. Kellogg is a member of any "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (c) On January 6, 2005, IAT and its wholly-owned subsidiaries, a foundation which is jointly administered by Mr. Kellogg and his wife, and a partnership controlled by Mr. Kellogg received a total of 3,346,750 Shares pursuant to a distribution of such Shares to the holders of shares of MFC common stock. Each holder of MFC common shares received one Share of Blue Earth for each common share of MFC Bancorp held as at the record date of the distribution. Other than as set forth in this paragraph, the reporting persons have not effected any transactions in any class of securities of Mercer during the 60 days prior to the date of the event which requires the filing of this Schedule 13D. CUSIP No. G11999102 (d) The non-voting stockholders of IAT have the right to participate in the receipt of dividends from, or proceeds from the sale of, the common shares held by them in accordance with their ownership interest in IAT. (e) Not Applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: Except as described in Item 5(d) above, to the best knowledge of Mr. Kellogg and IAT, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons enumerated in Item 2 or between such persons and any other person with respect to any securities of Blue Earth, including, but not limited to, transfer or voting of any of the shares, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Exhibit A -- Agreement between Peter R. Kellogg and IAT Reinsurance Company Ltd. to file this statement jointly on behalf of each of them. Exhibit B -- Power of Attorney in favor of Marguerite R. Gorman to sign all 13D and 13G filings on behalf of Mr. Peter R. Kellogg. CUSIP No. G11999102 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 29, 2005 New York, New York /s/ Marguerite R. Gorman, attorney in fact ------------------------------------------ Marguerite R. Gorman IAT REINSURANCE COMPANY LTD. Dated: September 29, 2005 New York, New York By: /s/ Marguerite R. Gorman, attorney in fact ------------------------------------------ Name: Peter R. Kellogg Title: President & CEO EX-99.A 2 e501021_ex99-a.txt JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT In accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to jointly prepare and file a Schedule 13D (including any future amendments thereto) reporting each of the undersigned's ownership of securities of Blue Earth Corporation and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to file on its behalf any and all amendment to such Schedule 13D. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: September 29, 2005 New York, New York /s/ Marguerite R. Gorman, attorney in fact ------------------------------------------ Marguerite R. Gorman IAT REINSURANCE COMPANY LTD. Dated: September 29, 2005 New York, New York By: /s/ Marguerite R. Gorman, attorney in fact ------------------------------------------ Name: Peter R. Kellogg Title: President & CEO EX-99.B 3 e501021_ex99-b.txt POWER OF ATTORNEY EXHIBIT B POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Marguerite R. Gorman as the undersigned's true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned's individual capacity and in the undersigned's capacity as an officer and/or director of IAT Reinsurance Co. Ltd., a Bermuda corporation ("IAT"), all Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, and all Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's or IAT's ownership, acquisition, or disposition of any equity securities which are registered under Section 12 of the Securities Exchange Act of 1934; (2) do and perform any and all acts for and on behalf of the undersigned or IAT which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or any such Schedule 13D or 13G, or other form, schedule or report, and timely file such form, schedule or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned or IAT, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned or IAT pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the forgoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and/or Schedules 13D or 13G with respect to the undersigned's and/or IAT's holdings of and transactions in equity securities registered under Section 12 of the Securities Exchange Act of 1934, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of August, 2005. /s/ Peter R. Kellogg --------------------- Peter R. Kellogg -----END PRIVACY-ENHANCED MESSAGE-----