SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A 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 17, 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 2 of 7 Pages 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 ----------------------------------------- Page 3 of 7 Pages 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 ---------------------------------------------------- 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 184,772 Owned by -------------------- Each Reporting (9) Sole Dispositive Power 0 Person ------------------ With (10) Shared Dispositive Power 184,772 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 184,772 -------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ---------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 24.6% ------------ 14) Type of Reporting Person CO ----------------------------------------- Page 4 of 7 Pages 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 360,000 Owned by -------------------- Each Reporting (9) Sole Dispositive Power 0 Person ----------------- With (10) Shared Dispositive Power 360,000 --------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 360,000 ----------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 48.0% ------------- 14) Type of Reporting Person CO -------------------------------------------- Page 5 of 7 Pages This Schedule 13D/A amends the Schedule 13D of MFC Bancorp Ltd. ("MFC") dated October 26, 2001, the Schedule 13D of Sutton Park International Limited ("Sutton Park") dated October 26, 2001 and the Schedule 13D of MFC Merchant Bank S.A. ("Merchant Bank") dated October 26, 2001 (collectively, the "Prior Filings") and is filed to report a change in the beneficial ownership of securities of Digitale Telekabel AG (the "Company"). ITEM 1. SECURITY AND ISSUER This statement relates to American Depository Receipts (the "ADRs") representing the ordinary shares, nominal value DM 5 of the Company. The principal executive offices of the Company are located at Peiner StraBe 8, 30519 Hannover, Germany. ITEM 2. IDENTITY AND BACKGROUND This statement is filed on behalf of MFC, Sutton Park and Merchant Bank. MFC operates in the financial services business and has an address at Floor 21, Millennium Tower, Handelskai 94-96, A-1200, Vienna, Austria. Sutton Park is a wholly-owned subsidiary of MFC that operates in the merchant banking business 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 that operates in the banking and financial services business and has an address at Kasernenstrasse 1, 9100 Herisau AR, Switzerland. See Item 6 on pages 2, 3 and 4 of this Schedule 13D/A for the jurisdictions of organization of MFC, Sutton Park and Merchant Bank. The executive officers and directors of MFC, Sutton Park and Merchant Bank remain unchanged since the Prior Filings, except that Julius Mallin is no longer a director of MFC. During the last five years, neither MFC, Sutton Park or Merchant Bank, nor, to the knowledge of MFC, Sutton Park or Merchant Bank, have any of their officers or directors 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, Sutton Park and Merchant Bank have executed a joint filing agreement consenting to the joint filing of this Schedule 13D/A. Such agreement is filed as Exhibit 1 to this Schedule 13D/A and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Effective October 17, 2002, Merchant Bank purchased from Sutton Park and Sutton Park sold to Merchant Bank, 225,000 ADRs of the Company at a price of US$4.50 per ADR for an aggregate amount of $1,012,500. The purchase price was paid by Merchant Bank from working capital. Page 6 of 7 Pages ITEM 4. PURPOSE OF TRANSACTION Merchant Bank acquired the ADRs of the Company for investment purposes. At this time, neither MFC, Sutton Park or Merchant Bank, nor, to the knowledge of MFC, Sutton Park or Merchant Bank, any of their directors or executive officers, have the intention of acquiring additional ADRs of the Company, although MFC, Sutton Park and Merchant Bank reserve the right to make additional purchases on the open market, in private transactions and from treasury. Except as otherwise disclosed, neither MFC, Sutton Park or Merchant Bank, nor to the knowledge of MFC, Sutton Park or Merchant Bank, any of their directors or executives officers, have any present intention or understandings to effect any of the transactions listed in Items 4(a) - (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As a result of the transaction: (a) MFC indirectly beneficially owns, and has the shared power to direct the vote and disposition of, an aggregate of 679,772 ADRs of the Company, representing approximately 90.6% of the Company's issued and outstanding ADRs; (b) Sutton Park beneficially owns, and has the shared power with MFC to direct the vote and disposition of, an aggregate of 184,772 ADRs of the Company, representing approximately 24.6% of the Company's issued and outstanding ADRs; and (c) Merchant Bank beneficially owns, and has the shared power with MFC to direct the vote and disposition of, an aggregate of 360,000 ADRs of the Company, representing approximately 48.0% of the Company's issued and outstanding ADRs. To the knowledge of MFC, Sutton Park or Merchant Bank, none of their directors or executive officers has the power to vote or dispose of any ADRs of the Company, nor did they, or MFC, Sutton Park or Merchant Bank, 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 None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit Number Description --------------- ----------- 1 Joint Filing Agreement among MFC Bancorp Ltd., Sutton Park International Limited and MFC Merchant Bank S.A. dated October 18, 2002. Page 7 of 7 Pages 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 18, 2002 ------------------------------------ (Date) SUTTON PARK INTERNATIONAL LIMITED By: /s/ Michael J. Smith ------------------------------------ (Signature) Michael J. Smith, Director ------------------------------------ (Name and Title) October 18, 2002 ------------------------------------ (Date) MFC MERCHANT BANK S.A. By: /s/ Claudio Morandi, President ------------------------------------ (Signature) Claudio Morandi, President ------------------------------------ (Name and Title) October 18, 2002 ------------------------------------ (Date) By: /s/ Peter Hediger ------------------------------------ (Signature) Peter Hediger, Vice-President ------------------------------------ (Name and Title) October 18, 2002 ------------------------------------ (Date) EXHIBIT INDEX Exhibit Number Description --------------- ----------- 1 Joint Filing Agreement among MFC Bancorp Ltd., Sutton Park International Limited and MFC Merchant Bank S.A. dated October 18, 2002.