UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
GOLD RESERVE INC.
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
38068N108
(CUSIP Number)
Leonard Chazen, Esq.
Covington & Burling
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 13, 2006
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.
| CUSIP No 38068N108 |
Page 2 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Strongbow Capital, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
None |
|||
| 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 ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,017,700 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,017,700 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,700 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| CUSIP No 38068N108 |
Page 3 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Strongbow Capital Management, Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
None |
|||
| 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 ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,017,700 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,017,700 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,700 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| CUSIP No 38068N108 |
Page 4 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Kappa Alpha Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
None |
|||
| 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 ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
60,000 8 SHARED VOTING POWER
0 9 SOLE DISPOSITIVE POWER
60,000 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| CUSIP No 38068N108 |
Pages 5 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Sky Hill Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
None |
|||
| 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 ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
50,000 8 SHARED VOTING POWER
0 9 SOLE DISPOSITIVE POWER
50,000 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|||
| 14 | TYPE OF REPORTING PERSON
CO |
| CUSIP No 38068N108 |
Pages 6 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Raymond A.D. French
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
| 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 ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,017,700 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,017,700 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,700 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% |
|||
| 14 | TYPE OF REPORTING PERSON
IN |
| CUSIP No 38068N108 |
Pages 7 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Alys G.C. French
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
00 |
|||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
25,875 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
25,875 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,875 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|||
| 14 | TYPE OF REPORTING PERSON
IN |
| CUSIP No 38068N108 |
Pages 8 of 14 Pages |
| 1 | NAME OF REPORTING PERSON
Raymond J.R. French
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
00 |
|||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
25,875 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
25,875 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,875 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|||
| 14 | TYPE OF REPORTING PERSON
IN |
| CUSIP No 38068N108 |
Page 9 of 14 Pages |
This Amendment No. 4 to Schedule 13D (the “Schedule 13D”) is filed on April 13, 2006 with the U.S. Securities and Exchange Commission (the “SEC”) by Strongbow Capital, Ltd., Strongbow Capital Management, Ltd., Sky Hill Limited, Kappa Alpha Ltd., Raymond A.D. French, Raymond J.R. French and Alys G.C. French.
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D is filed with respect to the Class A common stock no par value (“Common Stock”) of Gold Reserve Inc., a Yukon Territory (Canada) corporation (“Gold Reserve” or the “Company”). The principal offices of Gold Reserve are located 926 West Sprague Avenue, Suite 200, Spokane, Washington 92201.
Item 2. Identity and Background
This Statement is filed on behalf of Strongbow Capital, Ltd., Strongbow Capital Management, Ltd., Sky Hill Limited, Kappa Alpha Ltd., Raymond A.D. French, Raymond J.R. French and Alys G.C. French, who are referred to as the “Filing Parties”.
Items 2(a)-(c), (f)
I. Filing Parties
1. Strongbow Capital, Ltd. (“Strongbow”) is a limited liability company organized under the laws of the Cayman Islands, British West Indies with its principal office and business at Queensgate House, South Church Street, P.O. Box 1234GT, Cayman Islands, British West Indies. Strongbow is an investor in equity securities, and it is managed by its Board of Directors.
2. Strongbow Capital Management, Ltd. (“SCM”) is a limited liability company organized under the laws of the Cayman Islands, British West Indies with its principal office and business at Queensgate House, South Church Street, P.O. Box 1234GT, Cayman Islands, British West Indies. SCM acts as an investment manager to Strongbow. SCM is the sole owner of the voting shares of Strongbow and is the controlling entity of Strongbow.
3. Kappa Alpha Ltd. (“Kappa”) is a corporation organized under the laws of the Isle of Man with its principal office and business at International House, Victoria Road, Douglas, Isle of Man IM2 4RB. Kappa is an investment company specializing in undervalued shares.
4. Sky Hill Limited (“Sky Hill”) is a corporation organized under the laws of the Isle of Man with its principal office and business at Ballacoyne, Cammall, Kirk Michael, Isle of Man IM6 1AU.
5. Raymond A.D. French is a citizen of the Republic of Ireland whose address is Delaporte Point TH3, Box CB 13016, Nassau, Bahamas. Mr. French is a company director and is the controlling person of SCM. Mr. French’s email address is: rayfrench@strongbow-capital.com.
6. Raymond J.R. French is a citizen of the Republic of Ireland whose occupation is company director. His address is Ballacoyne, Cammall, Kirk Michael, Isle of Man IM6 1AU.
7. Alys G. C. French is a citizen of the Republic of Ireland whose occupation is homemaker. Her address is Ballacoyne, Cammall, Kirk Michael, Isle of Man IM6 1AU.
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| CUSIP No 38068N108 |
Page 10 of 14 Pages |
II. Executive Officers and Directors.
Strongbow has no executive officers. The names, present principal occupations and business addresses of the directors of Strongbow are set forth below.
| Name |
Occupation |
Address |
Citizenship | |||
| Raymond A.D. French |
Company Director |
Delaporte Point TH3 Box CB13016 Nassau Bahamas |
Republic of Ireland | |||
| Raymond J.R. French |
Company Director |
Ballacoyne Cammall Kirk Michael Isle Of Man IM6 1AU |
Republic of Ireland | |||
SCM has no executive officers. The names, present principal occupations and business addresses of the directors of SCM are set forth below.
| Name |
Occupation |
Address |
Citizenship | |||
| Raymond A.D. French |
Company Director |
Delaporte Point TH3 Box CB13016 Nassau Bahamas. |
Republic of Ireland | |||
| Raymond J.R. French |
Company Director |
Ballacoyne Cammall Kirk Michael Isle Of Man IM6 1AU |
Republic of Ireland | |||
Sky Hill has no executive officers. The names, present principal occupations and business addresses of the directors of Sky Hill are set forth below.
| Name |
Occupation |
Address |
Citizenship | |||
| Raymond J.R. French |
Company Director |
Ballacoyne, Cammall Kirk Michael Isle Of Man IM6 1AU |
Republic of Ireland | |||
| Alys G. C. French |
Homemaker |
Ballacoyne, Cammall Kirk Michael Isle Of Man IM6 1AU |
Republic of Ireland | |||
-10-
| CUSIP No 38068N108 |
Page 11 of 14 Pages |
Kappa has no executive officers. The names, present principal occupations and business addresses of the directors of Kappa are set forth below.
| Name |
Occupation |
Address |
Citizenship | |||
| Raymond J.R. French |
Company Director |
Ballacoyne Cammall Kirk Michael Isle Of Man IM6 1AU |
Republic of Ireland | |||
| Elaine Higgins |
Company Director |
International House Victoria Road Douglas Isle of Man IM2 4RB |
United Kingdom | |||
| Diane Palmer |
Company Director |
International House Victoria Road Douglas Isle of Man IM2 4RB |
United Kingdom | |||
Items 2(d). Criminal Proceedings
During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e) Civil Securities Law Proceedings
During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has 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 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.
Item 3. Source and Amount of Funds or Other Consideration.
Each of the filing parties used working capital to fund their purchases of shares of Common Stock except for Raymond J.R. French and Alys G.C. French who have used personal funds.
Item 4. Purpose of Transaction.
The Filing Parties now own a total of 2,153,575 shares, or 6.2% of the Company’s total outstanding Common Stock.
-11-
| CUSIP No 38068N108 |
Page 12 of 14 Pages |
The Filing Parties acquired the shares of the Company’s Common Stock owned by them for investment purposes. The Filing Parties may in the future take such action with respect to their investment in the Company’s Common Stock as they deem appropriate including, without limitation, purchasing additional shares of the Company’s Common Stock or selling some or all of the shares of the Company’s Common Stock owned by them.
The Filing Parties may communicate their views regarding the Company and its business to management, the board of directors, other shareholders, securities industry professionals, financial journalists, and parties that may be interested in a strategic transaction with the Company.
The Filing Parties have obtained a third-party appraisal (valuation) report assessing the market value of the Company’s Las Brisas mining property and intend to furnish copies of this report to various parties including some who could potentially engage in an extraordinary corporate transaction with the Company. The appraisal report includes analyses of the economics of various stand-alone Las Brisas mine scenarios and analyses of a potential Las Brisas-Las Cristinas combined pit mine scenario. The appraisal report was conducted by Mr. Trevor Ellis of Ellis International Services, Inc. Mr. Ellis is a Certified Minerals Appraiser.
The Filing Parties believe that the Company’s stock price does not adequately reflect the underlying value of its assets. In order to both improve shareholder communications and assist potential new investors to understand the Company and its potential value, the Filing Parties believe that the Company should begin hosting quarterly conference calls for investors and analysts. The Filing Parties also believe that, within the constraints of prudent liquidity management, the Company should consider opportunities to repurchase its own shares where they can be purchased at a discount to their intrinsic value.
At the Company’s current stock price (US$7.72), and based on a total of 42,152,151 fully diluted share and share equivalents, the stock market is currently assigning the Company an Equity capitalization of US$325,414,606 on a fully diluted basis. Further, at 30 March 2006, the Company had Cash and cash equivalents and Marketable securities of approximately US$22,000,000. In addition, on a fully diluted basis, the Company’s options and warrants would provide the Company with an estimated additional US$19,230,761 upon exercise. Therefore, assuming that the stock market is assigning the Company an Entity value equal to the value of the Company’s Las Brisas concessions and its sub-lease on Choco 5*, then the stock market is currently valuing the Company’s interests in those properties at a total of US$284,183,8451.
The Company’s press releases announcing its most recent Reserve and Resource estimates can be found at the following web addresses, respectively:
http://www.goldreserveinc.com/documents/grnr0504.pdf
http://www.goldreserveinc.com/documents/grnr0503.pdf
* In addition to the Las Brisas concessions located in Bolivar State, the Company also holds a sub-lease on the CVG-owned Choco 5 concession in the El Callao mining district.
No Filing Party has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Schedule 13D except as set forth herein.
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth information with respect to the Shares beneficially owned by each Reporting Person as of the close of business on April 13, 2006:
| Name |
Number of Shares | Approximate Percentage of Outstanding Shares2 |
|||
| Strongbow |
2,017,700 | 5.8 | % | ||
| SCM |
2,017,700 | 5.8 | % | ||
| Kappa |
60,000 | 0.2 | % | ||
| Sky Hill |
50,000 | 0.1 | % | ||
| Raymond A.D. French |
2,017,700 | 5.8 | % | ||
| Raymond J.R. French |
25,875 | 0.1 | % | ||
| Alys G.C. French |
25,875 | 0.1 | % |
(b) Strongbow has shared power to dispose or direct the disposition of 2,017,700 shares of Common Stock.
SCM has shared power to dispose or direct the disposition of 2,017,700 shares of Common Stock.
Kappa has sole power to dispose or direct the disposition of 60,000 shares of Common Stock.
Sky Hill has sole power to dispose or direct the disposition of 50,000 shares of Common Stock.
Raymond A.D. French has shared power to dispose or to direct the disposition of 2,017,700 shares of Common Stock.
Raymond J.R. French has shared power to dispose or direct the disposition of 25,875 shares of Common Stock.
Alys G.C. French has shared power to dispose or direct the disposition of 25,875 shares of Common Stock.
(c) There have been no transactions with respect to Common Stock since the filing of Amendment No. 2 to the Schedule 13D by the Filing Parties.
| 1 | The number of fully-diluted shares, and the value of Cash and cash equivalents and Marketable securities as at March 30, 2006 is based on information reported by the Company in “Item 5. Operating and Financial Review and Prospects” from the Company’s Form 20-F, filed with the Securities and Exchange Commission on April 3, 2006. |
| 2 | Computed on the basis of 34,902,200 shares of Class A Common Stock outstanding as of December 31, 2005 as set forth in the Company’s Form 20-F, filed with the Securities and Exchange Commission on April 3, 2006. |
-12-
| CUSIP No 38068N108 |
Page 13 of 14 Pages |
(d) In certain circumstances, SCM may have the right to receive a portion of the proceeds of the sale by Strongbow of greater than five percent of the shares of the class of Common Stock.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
Under an agreement between SCM and Kappa, SCM is entitled to compensation equal to 20% of the gain realized by Kappa on its investment. Each of the Filing Parties has also agreed to share expenses related to their investment in the Company.
Item 7. Material to be filed as Exhibits.
None.
-13-
| CUSIP No 38068N108 |
Page 14 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 13, 2006
| STRONGBOW CAPITAL, LTD. | ||
| By: | /s/ Raymond A.D. French | |
| Raymond A.D. French | ||
| Director | ||
| STRONGBOW CAPITAL MANAGEMENT, LTD. | ||
| By: | /s/ Raymond A.D. French | |
| Raymond A.D. French | ||
| Director | ||
| SKY HILL LIMITED | ||
| By: | /s/ Raymond J.R. French | |
| Raymond J.R. French | ||
| Director | ||
| KAPPA ALPHA LTD. | ||
| By: | /s/ Raymond J.R. French | |
| Raymond J.R. French | ||
| Director | ||
| RAYMOND A.D. FRENCH | ||
| By: | /s/ Raymond A.D. French | |
| RAYMOND J.R. FRENCH | ||
| By: | /s/ Raymond J.R. French | |
| ALYS G.C. FRENCH | ||
| By: | /s/ Alys G.C. French | |
-14-