Edgar Filing: FCMI FINANCIAL CORP ET AL

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(AMENDMENT NO. 1)

Under the Securities Exchange Act of 1934

SEABRIDGE GOLD INC.
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(Name of Issuer)

Common Stock, No Par Value
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(Title of Class of Securities)

811916105
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(CUSIP Number)

Robert A. Grauman, Esq.
Baker & McKenzie LLP
1114 Avenue of the Americas
New York NY 10036
(212) 626-4100

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

October 29, 2009
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(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 Sections 240.13d-1(e), 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 Section 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. 811916105
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1. Names of Reporting Persons.

FCMI FINANCIAL CORPORATION
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
WC

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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization

ONTARIO, CANADA
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7. Sole Voting Power

-0-
---------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 8,556,232
Owned by ---------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With -0-
---------------------------------------------------------
10. Shared Dispositive Power

8,556,232
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11. Aggregate Amount Beneficially Owned by Each Reporting Person

8,556,232
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)

22.8%
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14. Type of Reporting Person

CUSIP No. 811916105
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1. Names of Reporting Persons.

PAN ATLANTIC BANK AND TRUST LIMITED
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
WC

BARBADOS
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7. Sole Voting Power

-0-
---------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 8,001,232
Owned by ---------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With -0-
---------------------------------------------------------
10. Shared Dispositive Power

8,001,232
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11. Aggregate Amount Beneficially Owned by Each Reporting Person

8,001,232
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)

21.3%
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14. Type of Reporting Person

CUSIP No. 811916105
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1. Names of Reporting Persons.

ALBERT D. FRIEDBERG
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
AF, PF

CANADA
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7. Sole Voting Power

21,700
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Number of 8. Shared Voting Power
Shares
Beneficially 9,055,752
Owned by ---------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 21,700
---------------------------------------------------------
10. Shared Dispositive Power

9,055,752
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11. Aggregate Amount Beneficially Owned by Each Reporting Person

9,077,452
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
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13. Percent of Class Represented by Amount in Row (11)

24.1%
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14. Type of Reporting Person

CUSIP No. 811916105
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1. Names of Reporting Persons.

NANCY FRIEDBERG
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
PF

CANADA
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7. Sole Voting Power

30,000
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Number of 8. Shared Voting Power
Shares
Beneficially 21,700
Owned by ---------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 30,000
---------------------------------------------------------
10. Shared Dispositive Power

21,700
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11. Aggregate Amount Beneficially Owned by Each Reporting Person

51,700
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)

0.1%
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14. Type of Reporting Person

CUSIP No. 811916105
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1. Names of Reporting Persons.

FRIEDBERG GLOBAL-MACRO HEDGE FUND LTD.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
WC

CAYMAN ISLANDS
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7. Sole Voting Power

-0-
---------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 477,820
Owned by ---------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With -0-
---------------------------------------------------------
10. Shared Dispositive Power

477,820
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11. Aggregate Amount Beneficially Owned by Each Reporting Person

477,820
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)

1.3%
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14. Type of Reporting Person

CUSIP No. 811916105
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1. Names of Reporting Persons.

FRIEDBERG MERCANTILE GROUP LTD.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
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3. SEC Use Only

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4. Source of Funds (See Instructions)
AF

CANADA
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7. Sole Voting Power

477,820
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11. Aggregate Amount Beneficially Owned by Each Reporting Person

1.3%
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14. Type of Reporting Person

The Statement on Schedule 13D dated and filed April 1, 2009 (the "Statement"),
filed by FCMI Financial Corporation, a corporation existing under the laws of
the province of Ontario, Canada ("FCMI"), Pan Atlantic Bank and Trust Ltd., a
Barbados company ("PABTL"), Ms. Nancy Friedberg, an individual, and Mr. Albert
D. Friedberg, an individual, relating to the common stock, $0.001 par value (the
"Common Shares"), of Seabridge Gold Inc., a Canadian corporation (the "Issuer"),
is hereby amended with respect to the items set forth below in this Amendment
No. 1. Capitalized terms used herein without definition have the same meanings
as those ascribed to them in the Statement.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is hereby amended by the addition of each of Friedberg Global-Macro Hedge
Fund Ltd., a Cayman Island Company ("Global-Macro Fund") and Friedberg
Mercantile Group Ltd., a Canadian corporation ("FMG") as a "Filing Person" with
respect to the Schedule 13D. Global-Macro Fund and FMC are referred to
collectively with FCMI, PABTL, Mr. Friedberg and Ms. Friedberg, as the "Filing
Persons".

The following sets forth certain information regarding Global-Macro Fund and
FMG:

Global-Macro Fund. Global-Macro Fund is an open-ended private investment company
incorporated as an exempted company under the laws of the Cayman Islands.
Global-Macro Fund is a multi-strategy fund whose investment objective is to seek
significant total investment returns, consisting of a combination of interest
income, currency gains and capital appreciation by investing in four discrete
groups of investments: (i) long positions in fixed income securities; (ii) long
and short positions in equity securities; (iii) currency forwards and futures
contracts and options thereon; and (iv) commodity forwards and futures contracts
and options thereon, and other over-the-counter traded derivatives instruments.
Global-Macro Fund generally invests directly through managed accounts and
indirectly through private investment funds. The registered office address of
Global-Macro Fund is Walker House, 87 Mary Street, George Town, Grand Cayman
KY1-9005, Cayman Islands.

The sole director of Global-Macro Fund is FCMI Corporate Services (Cayman) Ltd.
("FCMI Corporate"). FCMI Corporate is an exempted company incorporated under the
laws of the Cayman Islands and is a wholly owned subsidiary of FMG. The
directors of FCMI Corporate are Mr. Friedberg, Mr. Robert Bourque and Mr.
Richard Crawshaw. For certain biographical and other information regarding
Messrs. Friedberg and Bourque, see Item 2 of the Filing Persons' Schedule 13D as
originally filed. Mr. Crawshaw serves as a director of FCMI Corporate and is
also a non-executive director of a number of offshore mutual funds, investment
management companies and special purpose vehicles. Prior to his retirement in
2005, Mr. Crawshaw was employed by the Cayman Islands Stock Exchange, most
recently as Deputy Chief Executive Officer and Head of Listing. Mr. Crawshaw's
address is P.O. Box 10763, 17 Silver Thatch Drive, George Town, Grand Cayman
KY1-1007, Cayman Islands. He is a citizen of the United Kingdom and the Cayman
Islands.

The sole manager of Global-Macro Fund is FCMI Financial Services (Cayman) Ltd.
("FCMI Services"). As manager, FCMI Services provides or arranges for the
provision of, accounting, secretarial and administrative services to
Global-Macro Fund. FCMI Services is an exempted company incorporated under the
laws of the Cayman Islands and is a wholly-owned subsidiary of FMG. FCMI
Services holds a restricted mutual fund administrator's license to serve as
"mutual fund administrator" to Global-Macro Fund (and certain other affiliated
funds) pursuant to the Mutual Funds Law (as amended) of the Cayman Islands. The
board of directors of FCMI Services is currently composed of Messrs. Friedberg
and Fenig.

FMG: FMG is the investment advisor to Global-Macro Fund. FMG currently serves as
portfolio manager, investment advisor and/or commodity trading advisor to many
Canadian and Cayman Islands-based private and public investment funds and
commodity pools, including Global-Macro Fund, The First Mercantile Currency
Fund, The Friedberg Currency Fund, The Friedberg Foreign Bond Fund and Friedberg
Asset Allocation Fund. FMG is one of the largest independent securities, futures
and foreign currency brokers in the Canadian financial services industry. FMG is
a leading Canadian broker and investment management firm providing a full range
of financial and investment services to individual, corporate and institutional
clients worldwide. FMG operates in all major international markets, and is a
member firm of the Investment Industry Regulatory Organization of Canada, the
Canadian Investor Protection Fund and all Canadian exchanges. FMG currently
serves as administrator or sub-administrator of several private and public
investment funds operated or managed by its affiliates. FMG's business address
is 181 Bay Street, Suite 250, Toronto, Ontario, Canada M5J 2T3.

Mr. Friedberg is the controlling shareholder and Director and President of FCMI
Parent Co., a Nova Scotia (Canada) corporation which, in turn, is the
controlling shareholder of FMG. The board of directors of FMG presently consists
of four persons, including Messrs. Friedberg and Fenig, who are also the
President and the Chief Financial Officer and Vice President, respectively, of
FMG. For certain biographical and other information regarding Messrs. Friedberg
and Fenig, see Item 2 of the Filing Persons' Schedule 13D as originally filed.
The principal occupation or employment of each of the other directors and the
officers of FMG listed below is serving in the capacity or capacities for FMG
set forth next to their respective names, which they conduct at the address for
FMG set forth in Item 2 of this Schedule 13D (Amendment No. 1). Mr. Gordon is a
citizen of the United States and a resident of Canada. Each of the other persons
listed below is a citizen of Canada.

NAME POSITION(S) WITH FMG
---------------- ---------------------------

Fuerh C. Tang Vice President of FMG
Daniel A. Gordon Vice President and Director
Enrique Zauderer Vice President and Director
Michael Y.D. Ng Vice President
David T. Lam Vice President

During the last five years, none of the Filing Persons and to their knowledge,
none of the directors or officers of FCMI, PABTL, Global-Macro Fund or FMG has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor was any of them a party to a civil proceeding of a United
States 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

Item 3 of the Schedule 13D is hereby amended by the addition of the following
information:

The aggregate purchase price for the shares of Common Stock beneficially owned
directly by Global-Macro Fund was US$11,321,830.00. Global-Macro Fund utilized
funds derived from gains on its investment portfolio to acquire the shares of
Common Stock reported in this Schedule 13D (Amendment No. 1). In addition,
Global-Macro Fund utilized extensions of credit in margin accounts which it
maintains in the ordinary course of its investment activities and which are
secured by collateral, including a portion of the shares of the Issuer's Common
Stock reported herein. Funds derived from working capital and margin credit
extended to Global-Macro Fund may also in the future be used for the purchase of
additional shares of Common Stock.

The aggregate purchase price for the additional shares of Common Stock
beneficially owned directly by Ms. Friedberg and reported in this Schedule 13D
(Amendment No. 1) was US$841,866.00. Ms. Friedberg acquired the additional
shares beneficially owned by her and reported in this Schedule 13D (Amendment
No. 1) utilizing personal funds.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended by the addition of the following
information:

Global-Macro Fund acquired the Common Stock beneficially owned by it on the date
of this Schedule 13D (Amendment No. 1), and Ms. Friedberg acquired the
additional shares of Common Stock beneficially owned by her and reported in this
Schedule 13D (Amendment No. 1), for investment, in the ordinary course of
business, and without any agreement with any third party to act together for the
purpose of acquiring, holding, voting or disposing of equity securities of the
Issuer, except insofar as the Filing Persons may be deemed to be a "group" with
in the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended and Rule 13d-5(b) thereunder. For information regarding prior
acquisitions of Common Stock by Global-Macro Fund and by other funds affiliated
with FCMI and managed by FMG, see the Schedule 13D as originally filed.

Item 4 of the Schedule 13D is hereby further amended by amending and restating
the last two paragraphs of Item 4 to read in full as follows:

As part of the Filing Persons' continuing evaluation of, and preservation of the
value of, their investment in the securities of the Issuer, the Filing Persons
may engage in discussions with and submit inquiries to and may respond to
inquiries from, various persons, including, without limitation, the Issuer's
Board of Directors, management, other shareholders of the Issuer and other
relevant parties, concerning matters with respect to the Issuer and the Filing
Persons' investment in the Issuer's securities, including, without limitation,
the business, operations, governance, management, strategy and future plans of
the Issuer. Consistent with such objectives, Mr. Fenig became a director of the
Issuer prior to April 20, 2004. Mr. Fenig stepped down from the Issuer's board
in June 2007. Depending on various factors, including the Issuer's financial
position and strategic direction, the outcome of the matters referenced above,
actions taken by the Issuer's Board of Directors, the market price of the Common
Stock, other investment opportunities available to the Filing Persons,
conditions in the securities and commodities markets, general economic and
industry conditions and, in the case of Global-Macro Fund, its development of
additional portfolio strategies, its reduction or elimination of investments on
one or more of its portfolio strategies, changes in the allocation of assets
among its portfolio strategies and relative weightings among its portfolio
strategies, the Filing Persons may in the future take such actions with respect
to their investment in the Issuer as they deem appropriate, including changing
their current intentions, with respect to any or all matters referred to in Item
4 of Schedule 13D and may, from time to time, acquire or cause affiliates to
acquire additional Common Stock of the Issuer, dispose of some or all of their
Common Stock of the Issuer or cause affiliates to dispose of some or all of
their Common Stock of the Issuer, and/or continue to hold the Common Stock of
the Issuer.

Except as described herein, the Filing Persons do not have (and, prior to the
filing of this Schedule 13D, did not have) any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of the instructions to Item 4 of Schedule 13D. The Filing
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended by the addition of the following
information:

The table below shows purchases of the Issuer's Common Stock made by
Global-Macro Fund during the 60 days preceding the filing of this Schedule 13D
(Amendment No. 1). All purchases were made in open market transactions on the
NYSE Amex Stock Exchange. All prices shown are in U.S. dollars.

Date No. Shares Price/share Total
---------- ------------ ----------- -----------

10/19/09 200,000 $ 26.0492 $ 5,209,840
10/20/09 60,000 25.4274 1,525,644
10/21/09 40,000 25.5135 1,020,540
10/29/09 79,100 20.1238 1,591,793
10/30/09 93,650 19.9688 1,870,078
11/02/09 5,070 20.5000 103,935

In addition, on June 5, 2009, Ms. Friedberg purchased 30,000 shares of the
Issuer's Common Stock at a purchase price of US$28.0622 per share, in an open
market purchase on the NYSE Amex Stock Exchange.

Except for Global-Macro Fund's purchases of a total of 477,820 shares of the
Issuer's Common Stock as set forth above, none of the Filing Persons has
effected any transactions in the Issuer's Common Stock in the 60 days preceding
the filing of this Schedule 13D (Amendment No. 1).

Item 5 of the Schedule 13D is hereby further amended by deleting the last two
paragraphs of Item 5 and the table accompanying the last two paragraphs, and
replacing the deleted information with the following:

On the date of this Schedule 13D (Amendment No. 1), the Filing Persons are the
beneficial owners of, in the aggregate, 9,107,452 shares of Common Stock,
representing 24.2% of the Issuer's outstanding Common Stock. The Filing Persons'
percentage beneficial ownership has been computed as a percentage of 37,598,685
shares of Common stock outstanding, as reported by the Issuer in its Report on
Form 6-K furnished to the Securities and Exchange Commission on November 13,
2009. The number of shares and the percentage of the Issuer's Common Stock
beneficially owned by each Filing Person is as follows:

SHARES DIRECTLY PERCENTAGE SHARES OWNED PERCENTAGE OWNED
NAME OWNED DIRECTLY OWNED BENEFICIALLY BENEFICIALLY
--------------------- --------------- -------------- ------------ ----------------

PABTL ............... 8,001,232 21.3% 8,001,232 21.3%
FCMI ................ 555,000 1.5% 8,556,232(1) 22.8%
Nancy Friedberg ..... 51,700 0.1% 51,700(2) 0.1%
Global-Macro Fund ... 477,820 1.3% 477,820 1.3%
FMG ................. 0 0% 477,820(3) 1.3%
Albert Friedberg .... 21,700 0.1% 9,077,452(4) 24.1%

---------------------
(1) Includes 8,001,232 shares owned directly by PABTL.
(2) Includes 21,700 shares held in a retirement account for the benefit of Ms.
Friedberg and 30,000 shares owned directly by Ms. Friedberg.
(3) Represents 477,820 shares owned by Global-Macro Fund.
(4) Includes 8,001,232 shares owned directly by PABTL, 555,000 shares owned
directly by FCMI, 43,400 shares held in a retirement account (21,700 shares
for the benefit of each of Mr. Friedberg and Ms. Friedberg) and 477,820
shares owned by Global-Macro Fund. Excludes 30,000 shares owned directly by
Ms. Friedberg, the wife of Mr. Friedberg, with respect to which Mr.
Friedberg disclaims beneficial ownership.

All shares reported as beneficially owned by FCMI, PABTL, Nancy Friedberg,
Global-Macro Fund, FMG and Albert D. Friedberg are presently outstanding. Mr.
Friedberg, directly and through his control over FCMI shares held by members of
his family and trusts for the benefit of members of his family, may be
considered the sole beneficial owner of all of the Common Stock beneficially
owned by FCMI and FMG. By virtue of his control of FCMI, Mr. Friedberg may be
deemed to possess voting and dispositive power over the shares owned directly by
its wholly-owned subsidiary, PABTL. In addition, as the indirect controlling
person of FMG, Mr. Friedberg may be deemed to possess voting and dispositive
power over the shares owned directly by Global-Macro Fund, for which FMG serves
as investment manager and exercises investment discretion. Except for such
beneficial ownership by Albert D. Friedberg, none of the directors or officers
of FCMI or PABTL beneficially own any Common stock.

In addition, the following directors and officers of FMG own the Issuer's Common
Stock in the amounts indicated:

Name No. Shares
---------------- -----------

Daniel A. Gordon 40,600
Enrique Zauderer 2,000
David Lam 5,400
Fuerh C. Tang 44,214

Each of the persons listed in the foregoing table acquired his or her shares
with personal funds, for investment.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as
follows:

Except as described in Item 3 of the Schedule 13D as originally filed, and in
Item 3 of this Schedule 13D (Amendment No. 1) with respect to margin accounts
maintained by PABTL, FCMI and Global-Macro Fund, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) presently in
effect among the Filing Persons or between any of the Filing Persons and any
other person with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

The following document is filed as an exhibit to this Schedule 13D. The Joint
Filing Agreement filed as Exhibit 99.2 to this Schedule 13D (Amendment No. 1)
supersedes and replaces the agreement previously filed as Exhibit 99.1 to the
Schedule 13D.

EXHIBIT AGREEMENT
------- ------------------------------------------------------------------

99.2 Joint Filing Agreement dated November 18, 2009

Signatures

After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.

Dated: November 18, 2009

FCMI FINANCIAL CORPORATION

By: /s/ Henry Fenig
---------------------------------------
Name: Henry Fenig
Title: Executive Vice President

PAN ATLANTIC BANK AND TRUST LIMITED

By: /s/ Robert Bourque
---------------------------------------
Name: Robert Bourque
Title: Managing Director

FRIEDBERG GLOBAL-MACRO HEDGE FUND LTD.

By: FCMI CORPORATE SERVICES (CAYMAN)
LTD., Sole Director

By: /s/ Albert Friedberg
---------------------------------
Name: Albert Friedberg
Title: Director

FRIEDBERG MERCANTILE GROUP LTD.

By: /s/ Henry Fenig
---------------------------------------
Name: Henry Fenig
Title: Chief Financial Officer and Vice
President

ALBERT D. FRIEDBERG, INDIVIDUALLY

/s/ Albert D. Friedberg
-------------------------------------------
Name: Albert D. Friedberg

NANCY FRIEDBERG, INDIVIDUALLY

/s/ Nancy Friedberg
-------------------------------------------
Name: Nancy Friedberg