-----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, VobaxoqYZB2ekmmcMhDrJkOAMA/jTHgFJnWzb+236qXA2Nsm3Op41ud/1Ghiwt7K hnoBBSc4F0RASkQ15G/jIQ== 0000950123-99-003721.txt : 19990427 0000950123-99-003721.hdr.sgml : 19990427 ACCESSION NUMBER: 0000950123-99-003721 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990426 GROUP MEMBERS: JAN CHR G SUNDT GROUP MEMBERS: SUNDIAL INTERNATIONAL FUND LIMITED GROUP MEMBERS: THE JAN CHR G SUNDT FAMILY TRUST GROUP MEMBERS: ULTRA PACIFIC HOLDINGS SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METALCLAD CORP CENTRAL INDEX KEY: 0000013547 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 952368719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12440 FILM NUMBER: 99600956 BUSINESS ADDRESS: STREET 1: 2 CORPORATE PLAZA STREET 2: SUITE 125 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7147191234 MAIL ADDRESS: STREET 1: 2 CORPORATE PLAZA STREET 2: SUITE 125 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: BOWER INDUSTRIES INC DATE OF NAME CHANGE: 19870618 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GEMS INC DATE OF NAME CHANGE: 19730617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA PACIFIC HOLDINGS SA CENTRAL INDEX KEY: 0001077877 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GILMARTIN POSTER & SHAFTO STREET 2: DONALD B SHAFTO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2124253220 MAIL ADDRESS: STREET 1: GILMARTIN POSTER & SHAFTO DONALD B SHAFT STREET 2: ONE WILLIAM ST CITY: NY STATE: NY ZIP: 10004 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Metalclad Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 591142 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Donald B. Shafto, Esq., Gilmartin, Poster & Shafto, One William Street, New York, NY 10004 (212)425-3220 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 1999 - -------------------------------------------------------------------------------- (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. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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 disclosures provided in a prior cover page. The information required on 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 provision of the act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (2-98) 2 SCHEDULE 13D CUSIP NO. 591142 10 4 PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Ultra Pacific Holdings S.A. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Liberia - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 4,064,286 shares of common stock - 10.2% BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 4,064,286 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,064,286 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- INSTRUCTIONS FOR COVER PAGE (1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below). (2) If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. (3) The 3rd row is for SEC internal use; please leave blank. 3 SCHEDULE 13D CUSIP NO. 591142 10 4 PAGE 3 OF 8 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Sundial International Fund Limited - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 6,342,857 shares of common stock - 15.1% BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 6,342,857 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,342,857 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- INSTRUCTIONS FOR COVER PAGE (1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below). (2) If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. (3) The 3rd row is for SEC internal use; please leave blank. 4 SCHEDULE 13D CUSIP NO. 591142 10 4 PAGE 4 OF 8 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). The Jan Chr. G. Sundt Family Trust - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Channel Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 1,862,000 shares of common stock - 5.0% BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 1,862,000 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,862,000 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- INSTRUCTIONS FOR COVER PAGE (1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below). (2) If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. (3) The 3rd row is for SEC internal use; please leave blank. 5 SCHEDULE 13D CUSIP NO. 591142 10 4 PAGE 5 OF 8 PAGES - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Jan Chr. G. Sundt - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Norwegian - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,269,143 Shares of Common Stock - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- INSTRUCTIONS FOR COVER PAGE (1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below). (2) If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. (3) The 3rd row is for SEC internal use; please leave blank. 6 Schedule 13D 1. Security and Issuer Common Stock Metalclad Corporation 2 Corporate Plaza Suite 125 Newport Beach, CA 92660 2. Identity and Background - Ultra Pacific Holdings S.A. Republic of Liberia Holding company 80 Broad Street Monrovia, Liberia (d) No (e) No - Sundial International Fund Limited Cayman Islands Holding company c/o Compass Trustees Limited P.O. Box 611 Cater Allen House Commercial Street St. Helier, Jersey JE4 5X2 Channel Islands (d) No (e) No - The Jan Chr. G. Sundt Family Trust Channel Islands Trust Cater Allen Trust Company (Jersey) Limited, Trustee P.O. Box 611 Cater Allen House Commercial Street St. Helier, Jersey JE4 5X2 Channel Islands (d) No (e) No - (a) Jan Chr. G. Sundt (b) Luddesdown Court Lodge Luddesdown, Near Cobham Kent DA13 OXE England (c) Investor (d) No (e) No (f) Norwegian 7 3. Source and Amount of Funds or Other Consideration Personal funds of Jan Chr. G. Sundt 4. Purpose of Transaction Solely passive investment 5. Interest in Securities of the Issuer (a) Ultra Pacific Holdings S.A. directly owns an aggregate 4,064,286 shares or 10.2% of common stock of Metalclad Corporation, 4,064,286 of which there is a right to acquire. Sundial International Fund Limited directly owns an aggregate 6,342,857 shares or 15.1% of common stock of Metalclad Corporation, 6,342,857 of which there is a right to acquire. The Jan Chr. G. Sundt Family Trust (i) directly owns 1,862,00 shares of common stock (862,000 of which there is a right to acquire) and (ii) indirectly (through its ownership of 67% of Sundial) owns 4,249,714 shares of common stock (4,249,714 of which there is a right to acquire), or a total of 6,111,714 shares or an aggregate 14.6% (or 5.0% if shares and rights to acquire owned through Sundial are not counted) of common stock of Metalclad Corporation. Jan Chr. G. Sundt indirectly owns an aggregate 12,269,143 or 25.6% of common stock of Metalclad Corporation, 11,269,143 of which there is a right to acquire through (i) his ownership of 100% of Ultra Pacific, (ii) the ownership by three of his children of 33% of Sundial, and (iii) his status as sole beneficiary of the Family Trust. (b) Each of Ultra Pacific Holdings S.A., Sundial International Fund Limited and The Jan Chr. G. Sundt Family Trust have the sole power to vote or to direct the vote of all shares of common stock of Metalclad including those shares of which there is a right to acquire solely and have the sole power to vote or direct the vote of such securities, there being no shared power to vote or direct the vote, and each has the sole power to dispose or to direct the disposition of such securities, there being no shared power to dispose or direct the disposition of such securities. Mr. Jan Chr. G. Sundt has no power to vote or direct the vote and no power to dispose or direct the disposition of securities, Mr. Sundt being included as a reporting person hereunder solely by reason of his -2- 8 ultimate 100% beneficial ownership of Ultra Pacific, the ownership of 33% of Sundial by three of his children and his status as sole beneficiary of The Family Trust. (c) There have been no transactions in the securities reported in item 5(a), directly or indirectly, by any of Ultra Pacific, Sundial, The Family Trust or Jan Chr. G. Sundt since the filing of Amendment No. 3 to Schedule 13d, except that (i) Ultra Pacific Holdings S.A. disposed of 189,000 shares by sales in the open market leaving it with a right to acquire 4,064,280 shares, (ii) Sundial disposed of 350,000 shares in the open market leaving it with the right to acquire 6,342,857 shares, and (iii) The Family Trust disposed of 1,634,962 shares in the open market and acquired an additional 1,000,000 shares through exercise of warrants held by the Trust. All of the warrants were acquired more than six months preceding the date on which certain of the warrants were exercised and the anti-dilution clauses contained therein were immediately operative on the date of original issuance. The convertible notes were originally issued on December 31, 1997 and became unconditionally convertible on February 20, 1998, at which time the anti-dilution clauses contained therein also became unconditionally operative. No securities or derivative securities of the issuer of any kind have been acquired from the issuer or any other person within more than six months from the date of exercise of said warrants, the acquisition of shares pursuant to the exercise of said warrants relating back to the date of acquisition of the original warrants or the sale of shares by Ultra Pacific, Sundial or the Family Trust. Furthermore, no sales or other dispositions of any securities or derivative securities of the issuer occurred within said six month period. (d) No other person other than Ultra Pacific, Sundial and The Family Trust have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities of Metalclad reported in item 5(a) above. (e) Inapplicable. 6. Contracts, Arrangements, Understandings or Relationships to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in item 2 or between such persons or any person with respect to any securities of Metalclad, including but not limited to transfer or voting of any of the securities, 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, provided, however, that Metalclad as borrower and Ultra Pacific and Sundial as lenders purchased for an aggregate purchase price of $1,500,000 ($500,000 from Ultra Pacific and $1,000,000 from Sundial) zero coupon notes on December 31, 1997 at par, which notes are convertible into shares of the common stock of Metalclad, such conversion rights being included in the total number of shares of Metalclad of which there is a right to acquire as set forth in item 5(a) with respect to Ultra Pacific and Sundial. 7. Material to be filed as Exhibits There are no agreements, contracts, arrangements, understandings, plans or proposals existing with respect to the matters set forth in subdivisions (1), (2) and (3) under item 7 and accordingly there are no such exhibits. -3- 9 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in the Statement is true, correct and complete. DATED: April 26, 1999 Ultra Pacific Holdings S.A. By: /s/ Donald B. Shafto ---------------------------------- Assistant Secretary Sundial International Fund Limited By: /s/ Donald B. Shafto ---------------------------------- Assistant Secretary The Jan Chr. G. Sundt Family Trust By: /s/ Donald B. Shafto ---------------------------------- Attorney-in-Fact Jan Chr. G. Sundt By: /s/ Donald B. Shafto ---------------------------------- Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----