SC 13D 1 o10103sc13d.htm SCHEDULE 13D Schedule 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

HAWKER RESOURCES INC.


(Name of Issuer)

Common Shares


(Title of Class of Securities)

420126 10 4


(Cusip Number)

Darrell Peterson, Corporate Secretary
4500 Bankers Hall East
855 2nd Street SW
Calgary, Alberta T2P 3K7
(403) 298-3316


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 30, 2003


(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(e), 13d-1(f) or 13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


Item 1. Security and Issues
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of the Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURES
Joint Filing Agreement
Letter From HSBC


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CUSIP No. 420126 10 4

  1. Name of Reporting Persons:
David Tuer
IRS Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
BK

  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
Canada

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
590,466

8. Shared Voting Power:

9. Sole Dispositive Power:
590,466

10.Shared Dispositive Power:

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
590,466

  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
7.8%

  14.Type of Reporting Person (See Instructions):
IN

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  1. Name of Reporting Persons:
Matco Capital Ltd.
IRS Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
BK

  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
Canada

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:

8. Shared Voting Power:
1,180,934

9. Sole Dispositive Power:

10.Shared Dispositive Power:
1,180,934

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,180,934

  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
15.5%

  14.Type of Reporting Person (See Instructions):
CO

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  1. Name of Reporting Person:
Matco Investments Ltd.
IRS Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
BK

  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
Canada

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:

8. Shared Voting Power:
1,180,934

9. Sole Dispositive Power:

10.Shared Dispositive Power:
1,180,934

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,180,934

  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
15.5%

  14.Type of Reporting Person (See Instructions):
CO

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  1. Name of Reporting Persons:
Ronald Mathison
IRS Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
BK

  5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
Canada

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:

8. Shared Voting Power:
1,180,934

9. Sole Dispositive Power:

10.Shared Dispositive Power:
1,180,934

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,180,934

  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

  13.Percent of Class Represented by Amount in Row (11):
15.5%

  14.Type of Reporting Person (See Instructions):
IN

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Item 1.     Security and Issues

This statement on Schedule 13D relates to the Common Shares of Hawker Resources Inc. (formerly known as SYNSORB Biotech Inc.), a corporation organized under the laws of Alberta, Canada (“Hawker”). The principal offices of Hawker are located at 500, 340 – 12 Avenue SW, Calgary, Alberta, Canada T2R 1L5.

Item 2.     Identity and Background

(a)     This statement is filed by David Tuer, Ronald Mathison, Matco Investments Ltd. and Matco Capital Ltd. (collectively, the “Reporting Persons” and individually, a “Reporting Person”). Mr. Mathison owns all of the capital stock of Matco Investments Ltd. (“Matco Investments”). Matco Investments controls Matco Capital Ltd. (“Matco Capital”).

(b)     The business address for Matco Investments, Matco Capital, and Mr. Mathison is Suite 400, 407 – 8th Avenue SW, Calgary, Alberta, Canada T2P 1E5. Mr. Tuer’s business address is Suite 3200, 350 – 7th Avenue SW, Calgary, Alberta, Canada T2P 3N9.

(c)     Mr. Tuer is the Chief Executive Officer of Hawker. Hawker is primarily engaged in the business of oil and gas exploration and development. Mr. Mathison is the President and Chief Executive Officer of Matco Investments. The primary business of each of Matco Investments and Matco Capital is investments.

(d)     During the last five years, none of the Reporting Persons nor any of the executive officers or directors of Matco Investments or Matco Capital has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)     During the last five years, none of the Reporting Persons nor any of the executive officers or directors of Matco Investments or Matco Capital was a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

(f)     Each of Mr. Tuer and Mr. Mathison are Canadian citizens. Each of the other Reporting Persons are corporations organized under the laws of Alberta, Canada.

Item 3.     Source and Amount of Funds or Other Consideration

Matco Capital and Mr. Tuer each funded its respective purchase of Common Shares from funds borrowed from the HSBC Bank Canada.

Item 4.     Purpose of the Transaction

On March 7, 2003, Hawker entered into an agreement (the “Financing Agreement”) with David Tuer and 970183 Alberta Ltd. (“FinanceCo”), as nominee for Matco Capital and David Tuer, pursuant to which FinanceCo agreed to purchase units (“Units”), subject to the satisfaction of certain conditions, from Hawker, with each Unit consisting of (i) a Hawker debenture, (ii) a warrant to acquire Common Shares and Class A Shares of Hawker and (iii) shares of two classes of preferred stock of Hawker. None of the debentures, Class A Shares or preferred shares are convertible or exchangeable into Common Shares. The warrants were not exercisable until a final prospectus relating to a proposed public offering of Common Shares by Hawker was filed with the Alberta, Canada securities authority. On April 3, 2003, Hawker issued the Units to FinanceCo. On May 30, 2003, the warrants were deemed to have been exercised as a result of the filing of a final prospectus relating to a public offering of Common Shares by Hawker and, as a result of such exercise, FinanceCo, as nominee for Mr. Tuer acquired 590,466 Common Shares and FinanceCo, as nominee for Matco Capital, acquired 1,180,934 Common Shares. Record ownership of the Common Shares held in the name of FinanceCo is expected to be transferred to David Tuer and to Matco Capital by June 30, 2003.

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The Reporting Persons acquired the Common Shares of Hawker for investment purposes. Through representation on Hawker’s Board of Directors, the Reporting Persons are in a position to influence the management policies and control of Hawker with the aim of increasing the value of Hawker and the Reporting Persons’ investment in the Common Shares.

Item 5.     Interest in Securities of the Issuer

As of the date of this statement, Mr. Tuer beneficially owns 590,466 Common Shares, representing approximately 7.8% of the outstanding Common Shares on such date. All of such Common Shares were acquired on May 30, 2003 as a result of the exercise of warrants acquired by FinanceCo, as nominee for Mr. Tuer, pursuant to the Financing Agreement.

As of the date of this statement, Matco Capital owns 1,180,934 Common Shares, representing approximately 15.5% of the outstanding Common Shares on such date. All of these Common Shares were acquired on May 30, 2003 as a result of the exercise of warrants acquired by FinanceCo, as nominee for Matco Capital, pursuant to the Financing Agreement. Mr. Mathison is the sole stockholder of Matco Investments. Matco Investments has effective control over Matco Capital. As a result of these relationships, Mr. Mathison and Matco Investments may be deemed to have beneficial ownership of all of the Common Shares owned by Matco Capital through the ability to direct the voting or transfer of such shares.

Except as noted above, none of the Reporting Persons effected any other transactions in the Common Shares of Hawker during the past 60 days.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in Item 4 above and other than the Joint Filing Agreement attached hereto as an Exhibit, to the knowledge of each of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any Reporting Persons and any other person with respect to any securities of Hawker.

Item 7.     Material to be Filed as Exhibits

  1.   Joint Filing Agreement dated June 6, 2003 among the Reporting Persons.
 
  2.   Loan Agreement dated April 2, 2003 between 970183 Alberta Ltd. and HSBC Bank Canada.

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned Reporting Persons, the information set forth in this statement is true, complete and correct.

         
Dated June 6, 2003        
 
         
 
        /s/ David Tuer

David Tuer
 
         
 
        /s/ Ronald Mathison

Ronald Mathison
 
         
 
    Matco Investments Ltd.
 
    By:   /s/ Ronald Mathison

Name:  Ronald Mathison
Title:    President
 
         
 
    Matco Capital Ltd.
 
    By:   /s/ Ronald Mathison

Name:  Ronald Mathison
Title:    President

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