-----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, VF0kY/Vlaw9XV/MpSDuEWqFCpPVgtUXOek4zPdgK6dHKIyICLTkVzYZS5f4Psgdi xT426d2R2umnzEIcabolhA== 0001169232-02-003045.txt : 20021115 0001169232-02-003045.hdr.sgml : 20021115 20021115171214 ACCESSION NUMBER: 0001169232-02-003045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021115 GROUP MEMBERS: RULE FAMILY TRUST UDT 12/17/98 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTA GOLD CORP CENTRAL INDEX KEY: 0000783324 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39341 FILM NUMBER: 02830446 BUSINESS ADDRESS: STREET 1: 7961 SHAFFER PKWY STREET 2: SUITE 5 CITY: LITTLETOWN STATE: CO ZIP: 80127 BUSINESS PHONE: 3036292450 FORMER COMPANY: FORMER CONFORMED NAME: GRANGES INC DATE OF NAME CHANGE: 19950602 FORMER COMPANY: FORMER CONFORMED NAME: GRANGES EXPLORATION LTD DATE OF NAME CHANGE: 19890619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RULE ARTHUR RICHARDS CENTRAL INDEX KEY: 0001166902 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GLOBAL RESOURCE INVESTMENT LTD STREET 2: 777 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 8004777853 MAIL ADDRESS: STREET 1: C/O GLOBAL RESOURCES INVESTMENT STREET 2: 777 ELCAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 SC 13D/A 1 d52710_sc13d-a.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 VISTA GOLD CORP. (Name of Issuer) Common Shares (Title of Class of Securities) 927926 20 4 (CUSIP Number) Keith Presnell Global Resource Investments Ltd. 7770 El Camino Real Carlsbad, California 92009 Tel.: 760-943-3939 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 4, 2002 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. NOT APPLICABLE SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Arthur Richards Rule S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not Applicable - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___ (b) X - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ___ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,697,684 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,697,684 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,697,684 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Rule Family Trust udt 12/17/98 S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not Applicable - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___ (b) X - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ___ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,697,684 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,697,684 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,697,684 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D (Amendment No. 3) The Statement on Schedule 13D, dated February 8, 2002, initially filed by Arthur Richards Rule, as amended by Amendment No. 1, dated May 2, 2002, and Amendment No. 2, dated July 2, 2002, both filed by Mr. Rule and the Rule Family Trust udt 12/17/98, a revocable grantor trust (the "Trust," and together with Mr. Rule, the "Reporting Persons") (as so amended, the "Schedule 13D") is hereby amended by this Amendment No. 3, dated November 13, 2002 (the "Amendment"), to reflect certain changes in the information previously filed by the Reporting Persons relating to the outstanding Common Shares of Vista Gold Corp. (the "Issuer"). Unless otherwise specified, all capitalized terms contained herein have the meanings assigned to them in the Schedule 13D. Information in this Amendment is provided to: (1) reflect the automatic conversion of Debentures of the Issuer; (2) report sales of Common Shares by Exploration Capital; and (3) report a distribution of Common Shares by Global Resource, all as described in Item 5(a) hereof. NOTE: Beneficial ownership calculations below are based on 9,306,504 Common Shares of the Issuer outstanding as of November 6, 2002. Item 2. Identity and Background Item 2(a) is hereby amended and restated to read in its entirety as follows: (a) Names This Statement is filed by the Reporting Persons by virtue of their respective ownership interests, as described below, in (a) Exploration Capital Partners 2000 Limited Partnership ("Exploration Capital"), a direct beneficial owner of Shares*; (b) Global Resource Investments Ltd. ("Global Resource"), a direct beneficial owner of Shares; and (c) Rule Investments, Inc. ("Rule Investments"), a direct beneficial owner of Shares. By signing this Statement, each Reporting Person agrees that this Statement is filed on his or its behalf. Following is information about the relationships between the Reporting Persons and Exploration Capital, Global Resource and Rule Investments: The General Partner of Exploration Capital is Resource Capital Investment Corp. ("Resource Capital"). The General Partner of Global Resource is Rule Investments, which also owns 100% of Global Resource. The Trust owns 90% and 100%, respectively, of Resource Capital and Rule Investments. Mr. Rule is President and a Director of Resource Capital, and is President and sole Director of Rule Investments, and, with his wife, is co-Trustee of the Trust. * NOTE: For purposes of this Statement, the term "Shares" includes Common Shares owned (if any) as well as those issuable on exercise of warrants. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read in its entirety as follows: (a) Exploration Capital is the direct beneficial owner of 2,152,814 Shares (including 1,122,807 immediately exercisable purchase warrants), representing approximately 20.6% of the Issuer's outstanding Common Shares. By virtue of the relationships described under Item 2 of this Statement, each of Mr. Rule and the Trust may be deemed to share indirect ownership of the Shares directly beneficially owned by Exploration Capital. Global Resource is the direct beneficial owner of 296,296 Shares (all of which are immediately exercisable share purchase warrants). Rule Investments, the General Partner of Global Resource, is the direct beneficial owner of 248,574 Common Shares. By virtue of the relationships described under Item 2 of this Statement, each of Mr. Rule and the Trust may be deemed to share indirect ownership of the Shares directly beneficially owned by Global Resource and by Rule Investments. Based on the above, each of Mr. Rule and the Trust has, in aggregate, indirect beneficial ownership of 2,697,684 Shares, or approximately 25.2% of the Issuer's outstanding Common Shares. (b) By virtue of the relationships described in Item 2, each of Mr. Rule and the Trust may be deemed to share the indirect power to vote and direct the disposition of the Shares held by Exploration Capital, Global Resource and Rule Investments. (c) The Reporting Persons do not directly beneficially own any Shares. The following event and transactions occurred during the past 60 days with respect to the Shares indirectly beneficially owned by the Reporting Persons: On September 19, 2002, the Securities and Exchange Commission declared effective a registration statement covering resale by selling security holders of Issuer Common Shares. The Shares covered by the registration statement include Shares issuable upon conversion of Debentures and exercise of warrants (including warrants to be issued upon conversion of Debentures). As a consequence, the $1,152,000 principal amount of Debentures held by Exploration Capital were automatically converted, pursuant to their terms, into 1,122,807 Debenture Units at a price of $1.026 per Debenture Unit. Each Debenture Unit consisted of one Common Share and one warrant entitling the holder to purchase one Common Share at a price of $1.50. On October 30, 2002, Exploration Capital sold 34,400 Common Shares in an open market transaction, at a price of $2.8014 per share, for aggregate proceeds of approximately $96,368. On October 31, 2002, Exploration Capital sold 13,900 Common Shares in an open market transaction, at a price of $2.7558 per share, for aggregate proceeds of approximately $38,306. On November 1, 2002, Exploration Capital sold 44,500 Common Shares in an open market transaction, at a price of $2.70 per share, for aggregate proceeds of approximately $120,150. On November 4, 2002, Global Resource distributed 296,296 Common Shares, as follows: 248,574 Common Shares to Rule Investments, its General Partner, and 47,722 Common Shares to persons unaffiliated with either of the Reporting Persons. SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: November 13, 2002 Arthur Richards Rule, individually By: /s/ Keith Presnell --------------------------------- Keith Presnell, Attorney-in-Fact Date: November 13, 2002 Rule Family Trust udt 12/17/98 By: /s/ Keith Presnell --------------------------------- Keith Presnell, Attorney-in-Fact for Arthur Richards Rule, Trustee -----END PRIVACY-ENHANCED MESSAGE-----