SC 13D 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 DIGITALE TELEKABEL AG (Name of Issuer) American Depository Receipts Representing Ordinary Shares, Nominal Value DM 5 (Title of Class of Securities) 25387W 10 9 (CUSIP Number) Michael J. Smith, c/o MFC Capital Partners AG, 4th Floor, Charlottenstrasse 59, D-10117 Berlin, Germany Telephone 49 30 20945800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 18, 2001 (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. 25387W 10 9 ---------------------- 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 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 679,772 ------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ----------------- Person With (10) Shared Dispositive Power 679,772 ---------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 679,772 ----------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 90.6% ------------- 14) Type of Reporting Person CO ------------------------------------------- CUSIP No. 25387W 10 9 ------------------------ 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 409,772 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ----------------- Person With (10) Shared Dispositive Power 409,772 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 409,772 ---------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 54.6% ------------ 14) Type of Reporting Person CO ------------------------------------------- CUSIP No. 25387W 10 9 ----------------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons MFC MERCHANT BANK S.A. ------------------------------------------------------------------------- 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 SWITZERLAND ----------------------------- Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 135,000 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ---------------- Person With (10) Shared Dispositive Power 135,000 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 135,000 ----------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 18.0% ------------- 14) Type of Reporting Person CO ------------------------------------------- CUSIP No. 25387W 10 9 --------------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons DRUMMOND FINANCIAL CORPORATION ------------------------------------------------------------------------- 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 DELAWARE, UNITED STATES ------------------------------ Number of (7) Sole Voting Power 0 --------------------- Shares Bene- ficially (8) Shared Voting Power 67,500 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 --------------- Person With (10) Shared Dispositive Power 67,500 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 67,500 --------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 9.0% ------------- 14) Type of Reporting Person CO ------------------------------------------- CUSIP No. 25387W 10 9 ------------------------------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons TRIMAINE HOLDINGS, INC. ------------------------------------------------------------------------- 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 WASHINGTON, UNITED STATES -------------------------------- Number of (7) Sole Voting Power 0 ---------------------- Shares Bene- ficially (8) Shared Voting Power 67,500 -------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 ---------------- Person With (10) Shared Dispositive Power 67,500 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 67,500 ---------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 9.0% ------------ 14) Type of Reporting Person CO ------------------------------------------ ITEM 1. SECURITY AND ISSUER. This Statement relates to American Depository Receipts (the "ADRs") representing the ordinary shares, nominal value DM 5, of Digitale Telekabel AG (the "Company"). The principal executive offices of the Company are located at Peiner Strasse 8, D-30519 Hannover, Germany. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of MFC Bancorp Ltd. ("MFC"), Sutton Park International Limited ("Sutton Park"), MFC Merchant Bank S.A. ("Merchant Bank"), Drummond Financial Corporation ("Drummond") and TriMaine Holdings, Inc. ("TriMaine") (collectively, the "Reporting Companies"). MFC operates in the financial services segment and has an 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. Merchant Bank is a wholly-owned subsidiary of MFC and has an address at 6 Cours de Rive, Geneva 11, Switzerland, CH-1211. Drummond is an approximately 76.3%-owned subsidiary of MFC and has an address at 17 Dame Street, Dublin 2, Ireland. TriMaine is an approximately 82.2%-owned subsidiary of MFC and has an address at 17 Dame Street, Dublin 2, Ireland. See Item 6 on pages 2, 3, 4, 5 and 6 of this Schedule 13D for the jurisdictions of organization of each of the Reporting Companies. The following table lists the names, citizenships, principal business addresses and principal occupations of the executive officers and directors of each of the Reporting Companies.
RESIDENCE OR BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- --------- ---------- ----------- Michael J. Smith 17 Dame Street, Director, British Dublin 2, President Ireland Chief Executive Officer of MFC Roy Zanatta Suite 1620 - Director Canadian 400 Burrard Street, and Vancouver, Secretary British Columbia, of MFC Canada, V6C 3A6 Sok Chu Kim 1071 - 59 Namhyun-Dong, Director Korean Gwanak-Kn, Seoul, of Korean Korea Liberalization Fund Ltd. Julius Mallin 256 Jarvis Street, Retired Canadian Apt. 8D, Businessman Toronto, Ontario, Canada M5B 2J4 Oq-Hyun Chin 3,4 Floor, Business Korean Kyung Am Bldg., Advisor, 831-28 Yeoksam-Dong, The Art Kangnam-Ku, Seoul, Group Korea Architects & Engineers Ltd. Dr. Stefan Feuerstein Charlottenstrasse 59, Director German D-10117 Berlin, and Germany President of MFC Capital Partners AG Claudio Morandi Cours de Rive 6 President Swiss Geneva 11, and Switzerland Director CH-1211 of Merchant Bank Jimmy S.H. Lee Cours de Rive 6 Trustee, Canadian Geneva 11, President Switzerland and CH-1211 Chief Executive Officer of Mercer International Inc.
RESIDENCE OR BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION CITIZENSHIP ---- --------- ---------- ----------- Max Huber Cours de Rive 6 Independent Swiss Geneva 11, Consultant Switzerland CH-1211 Erich Kaiser Cours de Rive 6 Independent Swiss Geneva 11, Consultant Switzerland CH-1211 Hans-Rudolf Steiner Cours de Rive 6 Attorney-at- Swiss Geneva 11, Law Switzerland CH-1211 Young-Soo Ko Room 1202, Managing Korean 12/F Wing On Centre, Director, 111 Connaught Road, Sung Sim Central, Hong Kong Services Ltd.
During the last five years, neither the Reporting Companies nor, to the knowledge of each of the Reporting Companies, 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. The Reporting Companies have executed a joint filing agreement consenting to the joint filing of this Schedule 13D. Such agreement is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Effective October 18, 2001, Sutton Park entered into a Sale and Transfer Agreement Concerning American Depositary Receipts (the "ADR Agreement") among Tele Columbus GmbH, Sutton Park and the Company dated October 18, 2001 to acquire 679,772 ADRs of the Company as purchase agent for itself and certain affiliates for in aggregate DM 6,780,400, or approximately DM 9.97 per ADR, subject to customary conditions as set forth in the ADR Agreement. An English translation of the ADR Agreement is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. The purchase price is subject to adjustment based on the shareholders' equity and the cash and cash equivalents of the Company on the date of closing of the acquisition of the ADRs and is payable in two installments. The purchase price is being paid from the cash reserves of Sutton Park. Effective the same date, Sutton Park assigned (the "Assignment") 135,000 ADRs of the Company to Merchant Bank, 67,500 ADRs of the Company to Drummond and 67,500 ADRs of the Company to TriMaine, all at a price per ADR equal to the cost per ADR to Sutton Park. ITEM 4. PURPOSE OF TRANSACTION. Sutton Park, Merchant Bank, Drummond and TriMaine are acquiring ADRs of the Company for investment purposes. At this time, neither the Reporting Companies nor, to the knowledge of each of the Reporting Companies, any of their directors or executive officers, have the intention of acquiring additional ADRs of the Company, although each of the Reporting Companies reserves the right to make additional purchases on the open market, in private transactions and from treasury. In connection with the acquisition of the ADRs of the Company, certain representatives of MFC and its affiliates were appointed to the management board of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As a result of the ADR Agreement and the Assignment: (a) MFC will indirectly beneficially own, and have the shared power to direct the vote and disposition of, in aggregate 679,722 ADRs of the Company, representing approximately 90.6% of the Company's issued and outstanding ADRs; (b) Sutton Park will beneficially own, and have the shared power to direct the vote and disposition of, in aggregate 409,772 ADRs of the Company, representing approximately 54.6% of the Company's issued and outstanding ADRs; (c) Merchant Bank will beneficially own, and have the shared power to direct the vote and disposition of, in aggregate 135,000 ADRs of the Company, representing approximately 18.0% of the Company's issued and outstanding ADRs; (d) Drummond will beneficially own, and have the shared power to direct the vote and disposition of, in aggregate 67,500 ADRs of the Company, representing approximately 9.0% of the Company's issued and outstanding ADRs; and (e) TriMaine will beneficially own, and have the shared power to direct the vote and disposition of, in aggregate 67,500 ADRs of the Company, representing approximately 9.0% of the Company's issued and outstanding ADRs. To the knowledge of each of the Reporting Companies, none of its directors or executive officers have any power to vote or dispose of any ADRs of the Company, nor did they, or any of the Reporting Companies, effect any transactions in such ADRs during the past 60 days, except as disclosed herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. An English translation of the ADR Agreement is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description ------- ----------- 1 Joint Filing Agreement among MFC Bancorp Ltd., Sutton Park International Limited, MFC Merchant Bank S.A., Drummond Financial Corporation and TriMaine Holdings, Inc. dated October 26, 2001. 2 English translation of the Sale and Transfer Agreement Concerning American Depository Receipts among Tele Columbus GmbH, Sutton Park International Limited and Digitale Telekabel AG dated October 18, 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. MFC BANCORP LTD. By: /s/ Michael J. Smith --------------------------------------- (Signature) Michael J. Smith, President --------------------------------------- (Name and Title) October 26, 2001 --------------------------------------- (Date) SUTTON PARK INTERNATIONAL LIMITED By: /s/ Michael J. Smith --------------------------------------- (Signature) Michael J. Smith, Director --------------------------------------- (Name and Title) October 26, 2001 --------------------------------------- (Date) MFC MERCHANT BANK S.A. By: /s/ Claudio Morandi --------------------------------------- (Signature) Claudio Morandi, President --------------------------------------- (Name and Title) October 26, 2001 --------------------------------------- (Date) By: /s/ Peter Hediger --------------------------------------- (Signature) Peter Hediger, Vice-President --------------------------------------- (Name and Title) October 26, 2001 --------------------------------------- (Date) DRUMMOND FINANCIAL CORPORATION By: /s/ Michael J. Smith --------------------------------------- (Signature) Michael J. Smith, President --------------------------------------- (Name and Title) October 26, 2001 --------------------------------------- (Date) TRIMAINE HOLDINGS, INC. By: /s/ Michael J. Smith --------------------------------------- (Signature) Michael J. Smith, President --------------------------------------- (Name and Title) October 26, 2001 --------------------------------------- (Date) EXHIBIT INDEX
Exhibit Number Description ------- ----------- 1 Joint Filing Agreement among MFC Bancorp Ltd., Sutton Park International Limited, MFC Merchant Bank S.A., Drummond Financial Corporation and TriMaine Holdings, Inc. dated October 26, 2001. 2 English translation of the Sale and Transfer Agreement Concerning American Depository Receipts among Tele Columbus GmbH, Sutton Park International Limited and Digitale Telekabel AG dated October 18, 2001.