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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
STORM CAT ENERGY CORPORATION
--------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
--------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
862168101
--------------------------------------------------------------------------------
(CUSIP NUMBER)
Adam Abramson
1346049 Ontario Limited
22 St. Clair Avenue East, 18th Floor
Toronto, Ontario, Canada
M4T 2S3
(416) 361-1498
--------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
January 31, 2007
--------------------------------------------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-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).
CUSIP No. 862168101
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
1346049 Ontario Limited
I.R.S. Identification No. - Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 19,056,751
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,056,751
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,056,751*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
*See Item 5
CUSIP No. 862168101
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Trapeze Asset Management Inc.
I.R.S. Identification No. - Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 13,515,175
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 13,515,175
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,056,751*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
*See Item 5
CUSIP No. 862168101
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Trapeze Capital Corp.
I.R.S. Identification No. - Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 5,541,576
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,541,576
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,056,751*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BD
--------------------------------------------------------------------------------
*See Item 5
CUSIP No. 862168101
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Randall Abramson
I.R.S. Identification No. - Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 19,056,751
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,056,751
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,056,751*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
*See Item 5
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of common stock (the "Common Stock") of
Storm Cat Energy Corporation, a British Columbia corporation ("Storm Cat"), with
its principal executive offices located at 1125 17th Street, Suite 2310, Denver,
Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) This joint filing statement is being filed by 1346049 Ontario
Limited, an Ontario corporation ("Holdco"); Trapeze Asset Management Inc., an
Ontario corporation ("TAMI"); Trapeze Capital Corp., an Ontario corporation
("TCC"); Randall Abramson, a resident of Ontario and citizen of Canada
("Abramson"); and the group the above-named persons comprise. Holdco, TAMI, TCC,
Abramson and the group they comprise are each sometimes referred to as a
Reporting Person and, collectively, referred to as Reporting Persons. Holdco is
a parent holding company for its operating subsidiaries, TCC and TAMI. TAMI is a
Canadian investment adviser and is also registered as an investment adviser
under the Investment Advisers Act of 1940, as amended. TCC is a Canadian
investment dealer. Abramson serves as Director, Chief Executive Officer,
President, Secretary and Treasurer of Holdco; Director, President, Chief
Executive Officer, Secretary, Treasurer and Portfolio Manager of TAMI; and
Director, President, Portfolio Manager and Compliance Officer of TCC.
Holdco owns 100% of the outstanding voting stock of each of TAMI and TCC.
Abramson owns 82% of the outstanding capital stock of Holdco. The business
address for each of the Reporting Persons is 22 St. Clair Avenue East, 18th
Floor, Toronto, Ontario, Canada M4T 2S3. The information required by Instruction
C to Schedule 13D is set forth in Schedule 1.
(d)-(e) During the last five years, no Reporting Person and, to the best
knowledge of the Reporting Persons, no director or executive officer of any
Reporting Person, has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or has been a party to a civil
proceeding of a judicial administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or other 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
The purchase price of the Common Stock and notes convertible into Common Stock
reported in this Schedule 13D was CDN$23,110,478.66 in respect of the Common
Stock (which were purchased as part of a Unit, which included common stock
warrants convertible into Common Stock) and US$3,700,000 in respect of the
convertible notes. The shares of Common Stock and securities convertible into
Common Stock to which this Schedule 13D relates were purchased using available
funds in discretionary investment accounts managed by either TAMI or TCC and the
advisory clients of TAMI and TCC provided the funds to purchase such securities.
Many of the accounts managed by TAMI and TCC are margin accounts and, therefore,
the Common Stock and securities convertible into Common Stock held in the
discretionary investment accounts managed by TAMI and TCC may have been financed
in part with margin loans secured by the securities held in the accounts.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Common Stock and securities convertible into
Common Stock for investment purposes. The Reporting Persons may make future
purchases of Common Stock and securities convertible into Common Stock from time
to time and may dispose of any or all of the Common Stock and securities
convertible into Common Stock owned by them at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Since Abramson, Holdco, TAMI and TCC comprise a "group" within the meaning
of Section 13(d)(3) of the Exchange Act of 1934, as amended, each Reporting
Person is reporting beneficial ownership in accordance with Exchange Act Rule
13d-5(a). As of the close of business on January 31, 2007, the Reporting
Persons' beneficial ownership of Common Stock, including an aggregate of
2,126,582 shares of Common Stock issuable upon the exercise of common stock
warrants held by the Reporting Persons and 3,162,393 shares of Common Stock
issuable upon the conversion of convertible notes held by the Reporting Persons,
was 19,056,751 shares. Of this amount, nil shares of Common Stock were held by
Abramson directly; nil shares of Common Stock were held by Holdco directly;
5,541,576 shares of Common Stock were owned by advisory clients of TCC and held
in accounts managed by TCC; and 13,515,175 shares of Common Stock were owned by
advisory clients of TAMI and held in accounts managed by TAMI. The foregoing
amounts include: nil, nil, 449,260 and 1,677,322 shares issuable upon the
exercise of common stock warrants owned by (or in client investment accounts
managed by), Abramson, Holdco, TCC and TAMI, respectively; and nil, nil, 723,077
and 2,439,316 shares issuable upon the exercise of convertible notes owned by
(or in client investment accounts managed by), Abramson, Holdco, TCC and TAMI,
respectively. Each common stock warrant is exercisable for one share of Common
Stock at a price of CDN$1.90 per share of Common Stock, expiring June 2, 2008.
Each convertible note is convertible into Common Stock at a conversion price of
US$1.17 per share of Common Stock, maturing March 31, 2012.
(b) The responses of the Reporting Persons to Items 7 through 13 on the cover
pages and the responses of the directors and executive officers of the Reporting
Persons set forth on Schedule 1 are incorporated herein by reference. All
responses reflect the beneficial ownership as of the close of business on
January 31, 2007. Abramson exercises sole voting and dispositive power over
shares held by each of the Reporting Persons. Holdco exercises sole voting and
dispositive power over shares held by each of the Reporting Persons. TAMI
exercises sole voting and dispositive power over the shares held in
discretionary investment accounts managed by it. TCC exercises sole voting and
dispositive power over the shares held in discretionary investment accounts
managed by it. The Reporting Persons disclaim beneficial ownership in shares of
Common Stock owned by the directors and officers of the Reporting Persons listed
on Schedule 1 (except to the extent that shares are held in discretionary
investment accounts managed by TAMI and TCC).
(c) Except for the transaction to which this Schedule 13D relates, no
transactions with respect to the Common Stock have been effected in the past 60
days by the Reporting Persons. Set forth on Schedule 2 hereto is the following
information with respect to each transaction: (1) the date of the transaction,
(2) the identity of the Reporting Person that effected the transaction, (3) the
type of security transacted, (4) whether the transaction was a purchase or sale,
(4) the amount of securities involved. In each case, the securities were
purchased pursuant to a private placement offered by Storm Cat.
(d) The advisory clients of TAMI and TCC have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, a
portion of the Common Stock beneficially owned by the Reporting Persons. No
individual clients' interest in the Common Stock represents more than five
percent of the Issuer's total outstanding Common Stock.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The advisory clients of TAMI and/or TCC have entered into investment management
agreements with the respective Reporting Person which grant the Reporting Person
voting and dispositive power over all securities held by such advisory clients.
Other than such investment management agreements, no contracts, arrangements,
understandings or relationships with respect to securities of Storm Cat exist.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement, dated February 5, 2007, by and between Holdco,
TAMI, TCC and Abramson.
SIGNATURES
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.
DATE FEBRUARY 5, 2007
1346049 ONTARIO LIMITED
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
CHIEF EXECUTIVE OFFICER
TRAPEZE ASSET MANAGEMENT INC.
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
CHIEF EXECUTIVE OFFICER
TRAPEZE CAPITAL CORP.
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
PRESIDENT
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
SCHEDULE 1
INFORMATION FOR REPORTING PERSONS AND DIRECTORS AND EXECUTIVE
OFFICERS OF REPORTING PERSONS
The following tables set forth the name, business address and present principal
occupation of each director and executive officer of each of the Reporting
Persons. Each person listed has sole voting power or shared voting power with
respect to and beneficially owns shares of the common stock of Storm Cat Energy
Corporation as indicated in the table below. The shares described below are
included in the beneficial ownership of Storm Cat Energy Corporation common
stock reported by the Reporting Persons in this filing. Each officer or director
listed below disclaims beneficial ownership of all shares held by the Reporting
Persons. Each person listed below is a citizen of Canada and the principal
occupation of such person is his or her affiliation with the Reporting Person
indicated below.
BENEFICIAL
NAME: RELATIONSHIP TO REPORTING PERSON: OWNERSHIP:
----- --------------------------------- ----------
Adam Lyle Abramson TAMI: Director, Vice-President and Associate Portfolio
Manager
38,822(1)
TCC: Director, Vice-President and Associate Portfolio
Manager
Herbert Abramson TAMI: Chairman of the Board of Directors; Portfolio
Manager
--
TCC: Director, Portfolio Manager, Chairman and Chief
Executive Officer
Bryan Rakusin TCC: Vice-President and Portfolio Manager --
Jeremy Rakusin TCC: Vice-President and Associate Portfolio Manager --
Donald Hugh Carlisle TAMI: Vice-President and Portfolio Manager --
William Richard Hermon Holdco:Director and Vice-President
17,152(2)
TCC: Portfolio Manager and Branch Manager
Mohammad Abdul Salam TAMI: Chief Financial Officer
--
TCC: Chief Financial Officer
William Edgar John Hayden TAMI: Vice-President 16,512(3)
(1) Included in the beneficial ownership of common stock reported by TCC
on behalf of its advisory clients. Includes 1,764 shares issuable upon
the exercise of common stock warrants owned by Mr. Abramson; 8,500
shares of common stock and 2,380 shares issuable upon the exercise of
common stock warrants held by Mr. Abramson's spouse, Bonnie Goldberg.
(2) Included in the beneficial ownership of common stock reported by TCC
on behalf of its advisory clients. Includes 13,400 shares of common
stock and 3,752 shares issuable upon the exercise of common stock
warrants held by Mr. Hermon's spouse, Susan Sweeney Hermon.
(3) Included in the beneficial ownership of common stock reported by TAMI
on behalf of its advisory clients. Includes 12,900 shares of common
stock and 3,612 shares issuable upon the exercise of common stock
warrants held by Mr. Hayden's spouse, Diane Hayden.
The business address for each of the above-referenced persons (except Mr.
Hermon) is 22 St. Clair Avenue East, 18th Floor, Toronto, Ontario, Canada M4T
2S3. The business address for Mr. Hermon is 17 York Street, Suite 202, Ottawa,
Canada K1N 9J6.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a Schedule 13D (including amendments thereto) with respect to the common
stock of Storm Cat Energy Corporation. and further agree that this Joint Filing
Agreement be included as an exhibit to such joint filing.
Date: February 5, 2007
1346049 ONTARIO LIMITED
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
CHIEF EXECUTIVE OFFICER
TRAPEZE ASSET MANAGEMENT INC.
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
CHIEF EXECUTIVE OFFICER
TRAPEZE CAPITAL CORP.
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
PRESIDENT
/S/ RANDALL ABRAMSON
---------------------------------
RANDALL ABRAMSON
SCHEDULE 2
Transactions in securities of Storm Cat Energy Corporation effected during the
past sixty days by 1346049 Ontario Limited, Randall Abramson, and Trapeze Asset
Management Inc. (TAMI) and Trapeze Capital Corp. (TCC) on behalf of their
respective managed accounts.
Number of
Transaction Date Reporting Person Type of Security Buy/Sell Securities(us$)
---------------- ---------------- ---------------- -------- ---------------
January 31, 2007 TAMI Convertible Note BUY 2,854,000
January 31, 2007 TCC Convertible Note BUY 846,000