-----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, FMl2Wxwmnd8l8qefCCJIwscmv461uAM9g5XUG/9pb1oiK3VHFRlRx0DR6OqvBJ7w Mei9CROl5dp7KPJx7eVq/Q== 0000906549-01-500007.txt : 20010611 0000906549-01-500007.hdr.sgml : 20010611 ACCESSION NUMBER: 0000906549-01-500007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRUMMOND FINANCIAL CORP CENTRAL INDEX KEY: 0000906549 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 954426690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46167 FILM NUMBER: 1657671 BUSINESS ADDRESS: STREET 1: 400 BURRARD STREET 2: STE 1290 CITY: VANCOUVER BC V6C3A6 STATE: A6 ZIP: 91101 BUSINESS PHONE: 6046835312 MAIL ADDRESS: STREET 1: 17 DAME STREET STREET 2: DUBLIN2 CITY: IRELAND FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DRUMMOND FINANCIAL CORP CENTRAL INDEX KEY: 0000906549 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 954426690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 400 BURRARD STREET 2: STE 1290 CITY: VANCOUVER BC V6C3A6 STATE: A6 ZIP: 91101 BUSINESS PHONE: 6046835312 MAIL ADDRESS: STREET 1: 17 DAME STREET STREET 2: DUBLIN2 CITY: IRELAND SC 13D 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) May 7, 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. 126 60E 105 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Valor Invest 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 303,175 Owned by ------------------------- Each Reporting (9) Sole Dispositive Power 0 Person ---------------------- With (10) Shared Dispositive Power 303,175 -------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 303,175 ------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares --------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 11.2% ------- 14) Type of Reporting Person CO ------ CUSIP No. 126 60E 105 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Estevao Popovics --------------------------------------------------- 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 Brazilian -------------------------------- Number of (7) Sole Voting Power 0 Shares Bene- ----------------- ficially (8) Shared Voting Power 303,175 Owned by --------------- Each Reporting (9) Sole Dispositive Power 0 Person ------------ With (10) Shared Dispositive Power 303,175 ----------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 303,175 ----------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares ----------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 11.2% --------- 14) Type of Reporting Person IN ------------ ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of common stock with a $0.01 par value each of Drummond Financial Corporation ("Drummond"), a Delaware corporation, having a principal executive office at 17 Dame Street, Dublin 2, Ireland. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of Valor Invest Limited ("Valor") and Estevao Popovics ("Popovics"). Valor operates in the investment segment and has a principal business and office address at Quai des Bergues 29, 1201 Geneva, Switzerland. Popovics is a businessman, with an address at Padre Joao Manuel 1126, 3rd Floor, Sao Paulo, Brazil and has control over Valor. See Item 6 on pages 2 and 3 of this Schedule 13D for the jurisdiction of organization of Valor and the citizenship of Popovics. The following table lists the names, citizenship, principal business addresses and principal occupations of the executive officers and directors of Valor.
RESIDENCE OR PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP - ---------------- --------------------------- ------------------ ------------- Padre Joao Manuel 11266, 3rd Floor Estevao Popovics Sao Paulo, Brazil Venture Capitalist Brazilian - ---------------- ------------------------------- ------------------ -------------- 1300 - 1075 West Georgia Street Altaf Nazerali Vancouver, B.C., V6E 3C9 Venture Capitalist Canadian - ---------------- ------------------------------- ------------------ -------------- 29, Quai des Bergues Pierre Besuchet 1201 Geneva, Switzerland Money Manager Swiss - ---------------- ------------------------------- ------------------- -------------
During the last five years, neither Valor or Popovics nor, to the knowledge of Valor, any of its 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. Valor and Popovics 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. Valor paid CDN $500,000, or approximately CDN $0.61 per share, for 303,175 shares of common stock of Drummond pursuant to a share purchase agreement dated May 7, 2001. The purchase price was paid from Valor's working capital. ITEM 4. PURPOSE OF TRANSACTION. Valor acquired the shares of Drummond on May 7, 2001 for investment purposes. At this time, neither Valor or Popovics nor, to the knowledge of Valor, any of its directors or executive officers, have the intention of acquiring additional shares of Drummond, although Valor and Popovics reserve the right to make additional purchases on the open market, in private transactions and from treasury. Neither Valor or Popovics nor, to the knowledge of Valor, any of its 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. Valor is the beneficial owner of 303,175 shares of common stock of Drummond, which represent approximately 11.2% of Drummond's issued and outstanding shares of common stock. Popovics directly controls Valor and therefore shares voting and dispositive power over the shares with Valor. To the knowledge of Valor and Popovics, none of the directors or executive officers of Valor have any power to vote or dispose of any shares of common stock of Drummond, nor did they, Valor or Popovics 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 Valor Invest Limited and Estevao Popovics dated June 7, 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. June 7, 2001 ---------------------------- (Date) VALOR INVEST LIMITED By: /s/ Estevao Popovics ---------------------------- (Signature) Estevao Popovics, Director ---------------------------- (Name and Title) June 7, 2001 ----------------------------- (Date) By: /s/ Estevao Popovics ----------------------------- (Signature) Estevao Popovics ----------------------------- (Name) EXHIBIT INDEX Exhibit Number Description --------------- ----------- 1 Joint Filing Agreement between Valor Invest Limited and Estevao Popovics dated June 7, 2001. EX-1 2 doc2.txt JOINT FILING AGREEMENT THIS AGREEMENT dated the 7th day of June, 2001. WHEREAS: A. Valor Invest Limited ("Valor") is the beneficial holder of 303,175 shares of common stock of Drummond Financial Corporation ("Drummond") and Estevao Popovics controls Valor; and B. Valor and Estevao Popovics (each a "Filer" and collectively, the "Filers") are responsible for filing a Schedule 13D (the "Schedule 13D") relating to the acquisition of the shares of common stock of Drummond, pursuant to U.S. securities laws. NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1. Each Filer covenants and agrees that it is individually eligible to use the Schedule 13D which is to be filed; 2. Each Filer is individually responsible for the timely filing of any amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning themselves, but is not responsible for the completeness and accuracy of any of the information contained in the Schedule 13D as to the other Filer, unless such Filer knows or has reason to believe that the information is inaccurate; 3. This Schedule 13D contains the required information with regard to each Filer and indicates that it is filed on behalf of both Filers; and 4. Each Filer agrees that the Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 1 is filed on its behalf. IN WITNESS WHEREOF the parties have duly executed this Joint Filing Agreement. VALOR INVEST LIMITED By: /s/ Estevao Popovics By: /s/ Estevao Popovics ---------------------------- ------------------------- Estevao Popovics, Director Estevao Popovics -----END PRIVACY-ENHANCED MESSAGE-----