SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 5) Under the Securities Exchange Act of 1934 DRUMMOND FINANCIAL CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 126 60E 105 (CUSIP Number) Michael J. Smith, 17 Dame Street, Dublin 2, Ireland Telephone (3531) 679 1688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 24, 2001 (January 13, 1997) (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 [ ]. CUSIP No. 126 60E 105 ---------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons MFC BANCORP LTD. ------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3) SEC Use Only --------------------------------------------------------- 4) Source of Funds AF ------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------- 6) Citizenship or Place of Organization YUKON TERRITORY, CANADA ------------------------------- Number of (7) Sole Voting Power 95,000 ---------------------- Shares Bene- ficially (8) Shared Voting Power 1,267,250 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 95,000 ----------------- Person With (10) Shared Dispositive Power 1,267,250 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,362,250 ------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 50.1% ------------ 14) Type of Reporting Person CO ------------------------------------------- CUSIP No. 126 60E 105 ----------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons SUTTON PARK INTERNATIONAL LIMITED ------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3) SEC Use Only --------------------------------------------------------- 4) Source of Funds WC ----------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------------------------------- 6) Citizenship or Place of Organization BRITISH VIRGIN ISLANDS ------------------------------- Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 326,350 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ----------------- Person With (10) Shared Dispositive Power 326,350 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 326,350 ---------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 12.0% ------------ 14) Type of Reporting Person CO ------------------------------------------- This Amendment No. 5 to Schedule 13D is being filed to report the acquisition of securities of Drummond Financial Corporation ("Drummond") previously acquired by Sutton Park International Limited ("Sutton Park"), a wholly-owned subsidiary of MFC Bancorp Ltd. ("MFC"), but not reported on Schedule 13D. This Amendment No. 5 to Schedule 13D amends all filings on Schedule 13D made by MFC and Sutton Park since January 13, 1997. ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of common stock with a $0.01 par value each of Drummond, a Delaware corporation, having an office at 17 Dame Street, Dublin 2, Ireland. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of MFC and Sutton Park. MFC operates in the financial services segment and has an office address at 17 Dame Street, Dublin 2, Ireland. Sutton Park is a wholly-owned subsidiary 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 report for the jurisdictions of organization of MFC and Sutton Park, respectively. The following table lists the names, citizenship, principal business addresses and principal occupations of the executive officers and directors of MFC that have not previously been reported and of Sutton Park.
RESIDENCE OR BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- --------- ---------- ----------- Charlottenstrasse 59, Director and German Dr. Stefan Feuerstein D-10117 Berlin, President of Germany MFC Capital Partners AG Michael J. Smith. . . 17 Dame Street, Director, British Dublin 2, President Ireland and Chief Executive Officer of MFC Roy Zanatta . . . . . Suite 1620, Director Canadian 400 Burrard Street, and Vancouver, Secretary British Columbia, of MFC Canada, V6C 3A6
During the last five years, neither MFC or 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. MFC and Sutton Park have executed a joint filing agreement consenting to the joint filing of this report. Such agreement is filed as Exhibit 1 to this report and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Sutton Park paid an aggregate of $29,700, or approximately $1.65 per share, for 18,000 shares of common stock of Drummond on January 13, 1997. The purchase price was paid from Sutton Park's cash reserves. ITEM 4. PURPOSE OF TRANSACTION. Sutton Park acquired the shares of Drummond for investment purposes. At this time, neither MFC or 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 Drummond, although MFC and Sutton Park reserve the right to make additional purchases on the open market, in private transactions and from treasury. Except as otherwise disclosed, neither MFC or 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. MFC directly and indirectly beneficially owns, and has the shared power to direct the vote and disposition of, an aggregate of 326,350 shares of common stock of Drummond with Sutton Park and 940,900 shares of common stock of Drummond with Ballinger Corporation, and has the sole power to direct the vote and disposition of 95,000 shares of common stock of Drummond, representing approximately 50.1% of Drummond's issued and outstanding shares of common stock. Sutton Park beneficially owns, and has the shared power to direct the vote and disposition of, an aggregate of 326,350 shares of common stock of Drummond with MFC, representing approximately 12.0% of Drummond's issued and outstanding shares of common stock. To the knowledge of MFC and Sutton Park, none of its directors or executive officers have any power to vote or dispose of any shares of common stock of Drummond, 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 -------------- ----------- 1 Joint Filing Agreement between MFC Bancorp Ltd. and Sutton Park International Limited dated October 24, 2001.
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. October 24, 2001 ----------------------- (Date) MFC BANCORP LTD. By: /s/ Michael J. Smith --------------------------- (Signature) Michael J. Smith, President --------------------------- (Name and Title) October 24, 2001 ----------------------- (Date) SUTTON PARK INTERNATIONAL LIMITED By: /s/ Michael J. Smith ----------------------------- (Signature) Michael J. Smith, Director ----------------------------- (Name and Title) EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 1 Joint Filing Agreement between MFC Bancorp Ltd. and Sutton Park International Limited dated October 24, 2001.