SC 13D 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MFC BANCORP LTD. (Name of Issuer) Common Stock Without Par Value (Title of Class of Securities) 693286 10 6 (CUSIP Number) New Image Investments Co. Ltd. 325 Waterfront Drive, Omar Hodge Building 2nd Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands Telephone 284-494-4977 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 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. 693286 10 6 ------------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons NEW IMAGE INVESTMENTS CO. LTD. ---------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 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 0 Owned by --------------------- Each Reporting (9) Sole Dispositive Power 1,870,000 Person ------------------ With (10) Shared Dispositive Power 0 ---------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,870,000 ------------ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares -------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 12.4% ------------- 14) Type of Reporting Person 00 ------------------------------------------ ITEM 1. SECURITY AND ISSUER. This statement relates to the common shares without par value (the "Common Shares") of MFC Bancorp Ltd. ("MFC"), a corporation organized under the laws of the Yukon Territory, Canada, having a principal executive office at 17 Dame Street, Dublin 2, Ireland. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of New Image Investments Co. Ltd. (the "Trustee"). The Trustee is in the business of providing corporate and trustee services and has a registered office at 325 Waterfront Drive, Omar Hodge Building 2nd Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands. See item 6 on page 2 of this Schedule 13D for the place of organization of the Trustee. The following table lists the name, citizenship, principal business address and principal occupation of the sole director of the Trustee.
RESIDENCE OR PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP ---- ---------------- ---------- ----------- Byung H. Moon 20F, Youngpoong Bldg. 33, Businessman South Korean Seorin-dong Chongro-Ku, Seoul, Korea
During the last five years, the Trustee has not been, nor to the knowledge of the Trustee has any of its directors or officers been, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours), 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 was or is subject to a judgement, 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. N/A ITEM 4. PURPOSE OF TRANSACTION. N/A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Trustee entered into a trust settlement agreement with TriMaine Holdings, Inc. (the "Beneficiary") dated December 3, 2001 (the "Trust Agreement") pursuant to which, among other things, the Trustee agreed to be trustee for the 1,870,000 Common Shares (the "Trust Shares") of MFC previously held by the Beneficiary. The Trust Shares represent approximately 12.4% of the issued and outstanding Common Shares of MFC after including the Trust Shares in the total number of Common Shares of MFC outstanding. The Trustee has sole dispositive power over the Trust Shares. The Beneficiary and the Trustee do not have any voting rights over the Trust Shares as the Beneficiary is precluded under the Business Corporations Act (Yukon) from voting the Trust Shares as a result of it being a subsidiary of MFC. To the knowledge of the Trustee, none of its directors or executive officers have the power to vote or dispose of any Common Shares of MFC, nor did the Trustee or its directors and executive officers effect any transactions in such Common Shares during the past 60 days, except as disclosed herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Under the terms of the Trust Agreement, the Trustee must, on or before the vesting date, or upon the failure of the trust, sell the Trust Shares or convert such Trust Shares into cash, and such proceeds shall stand in the place of the Trust Shares so sold or converted. The Trustee has sole dispositive power over the Trust Shares but is not entitled to exercise voting rights over the Trust Shares. The Beneficiary does not have dispositive power or voting rights over the Trust Shares. Under the terms of the Trust Agreement, no payments in kind may be made to the Beneficiary from the Trust by way of distribution of the Trust Shares or any other non-cash assets and none of the Trust Shares may revert to or rest in the Beneficiary. The Trust Agreement is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description -------------- ----------- 1 Trust Settlement Agreement between the Beneficiary and the Trustee dated December 3, 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. December 3, 2001 ------------------------------ (Date) NEW IMAGE INVESTMENTS CO. LTD. By: /s/ Byung H. Moon ------------------------------ (Signature) Byung H. Moon, Director ------------------------------ (Name and Title) EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 1 Trust Settlement Agreement between the Beneficiary and the Trustee dated December 3, 2001.