SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
Medicure Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
58469E101
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(CUSIP Number)
November 23, 2004
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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CUSIP No. 58469E101 13G Page 2 of 8 Pages
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(1) NAMES OR REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leeward Offshore Bull & Bear Fund
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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(5) SOLE VOTING POWER
0
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(6) SHARED VOTING POWER
887,100
NUMBER OF SHARES ---------------------------------------------
BENEFICIALLY OWNED
BY EACH REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(8) SHARED DISPOSITIVE POWER
887,100
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,100
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.33%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
Page 2 of 8 Pages
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CUSIP No. 58469E101 13G Page 3 of 8 Pages
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(1) NAMES OR REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Leeward Hedge Funds Inc.
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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(5) SOLE VOTING POWER
4,882,100
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(6) SHARED VOTING POWER
2,395,400
NUMBER OF SHARES ----------------------------------
BENEFICIALLY OWNED
BY EACH REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 4,882,100
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(9) SHARED DISPOSITIVE POWER
2,395,400
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,277,500
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(10)CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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(11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.92%
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(12)TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
Page 3 of 8 Pages
Item 1.
(a) Name of Issuer.
Medicure Inc.
(b) Address of Issuer's Principal Executive Offices.
4-1200 Waverly Street
Winnipeg, Manitoba, Canada R3T 0P4
Item 2.
(a) Name of Persons Filing.
This Schedule 13G is being filed by Leeward Offshore Bull &
Bear Fund ("Fund") and Leeward Hedge Funds Inc. ("Leeward").
(b) Address of Principal Business Office or, if none, Residence.
The principal business address of the Fund is:
c/o M&C Corporate Services Limited
P.O. Box 309GT, Ugland House
South Church Street, George Town
Grand Cayman, Cayman Islands
The principal business address of Leeward is:
Leeward Hedge Funds Inc.
2 Bloor Street West
Suite 2100
Toronto, Ontario
Canada M4W 3E2
(c) Citizenship.
The Fund is a Cayman Islands exempted company. Leeward is an
Ontario, Canada corporation.
(d) Title of Class of Securities.
Common Stock
(e) CUSIP Number.
58469E101
Page 4 of 8 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E).
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Sec. 240.13d(Y)1(b)(1)(ii)(F).
(g) [ ] Parent holding company, in accordance with Sec.
240.13d-1(b)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940.
(j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c),
check this box [ x ].
Item 4. Ownership
(a) Amount Beneficially Owned.
Fund: 887,100 shares of common stock. The filing of this
statement shall not be construed as an admission that
the Fund is the beneficial owner of any such shares
for purpose of Section 13(d) of the Securities
Exchange Act of 1934.
Leeward: 7,277,500 shares of common stock. The filing of this
statement shall not be construed as an admission that
the Fund is the beneficial owner of any such shares
for purpose of Section 13(d) of the Securities
Exchange Act of 1934.
(b) Percent of Class. Fund: 1.33% Leeward: 10.92%
(c) Number of shares as to which each such person has
(i) sole power to vote or to direct the vote:
Fund: 0
Leeward: 4,882,100
(ii) shared power to vote or to direct the vote:
Fund: 887,100
Leeward: 2,395,400
(iii)sole power to dispose or to direct the disposition of:
Fund 0
Leeward: 4,882,100
(iv) shared power to dispose or to direct the disposition
of:
Fund: 887,100
Leeward: 2,395,400
The Fund owns 887,100 shares of Common Stock. Leeward does not directly own
any shares of Common Stock. Leeward acts as the investment manager or adviser to
each of the Fund, Leeward Offshore Bull & Bear Fund (US) and Leeward Bull & Bear
Fund L.P. and is deemed to beneficially own the 2,395,400 shares of Common Stock
beneficially held by them. Leeward also acts as the investment manager or
adviser to two managed accounts and is deemed to beneficially own the 4,882,100
shares of Common Stock owned by them.
Page 5 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 6 of 8 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Date: December 8, 2004
Leeward Offshore Bull & Bear Fund
By:
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Name:
Title: Director
Leeward Hedge Funds Inc.
By: /s/ Brendan Kyne
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Name: Brendan Kyne
Title: Chief Executive Officer
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 7 of 8 Pages