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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
UNITED PARK CITY MINES COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE .01 PER SHARE
(Title of Class of Securities)
911315109
(CUSIP Number)
Irwin D. Rowe Joseph S. Lesser
Loeb Investors Co. XL Loeb Investors Co. XL
61 Broadway 521 Fifth Avenue
New York, NY 10006 New York, NY 10175
(212)783-7025 (212) 883-0363
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 1997
(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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Note:
Six copies of this statement, including all exhibits, should be filed with the
Commission. See Rule 13d-1(a) 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).
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CUSIP No.: 911315109
1. NAME OF REPORTING PERSON:
Loeb Investors Co. XL
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
13-3278209
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 ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
2,185,935
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
2,185,935
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,185,935
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
71.8%
14. TYPE OF REPORTING PERSON:
PN
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CUSIP No.: 911315109
1. NAME OF REPORTING PERSON:
John L. Loeb, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
24,540
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
24,540
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
24,540
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.8%
14. TYPE OF REPORTING PERSON:
IN
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CUSIP No.: 911315109
1. NAME OF REPORTING PERSON:
Estate of John L. Loeb
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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 ITEM 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER:
6,191
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
6,191
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,191
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:
OO
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This Amendment No. 10 further amends the Schedule 13D Statement dated July 22,
1985, as previously amended, filed by Loeb Investors Co. XL ("Loeb Investors")
and others. It reflects the results of the offering pursuant to subscription
rights issued to all stockholders of an aggregate of 340,000 additional shares
at $16.00 per share.
Item 2. Identity and Background
Set forth on Schedule 1 are the names and addresses of each partner of Loeb
Investors and the number of Shares owned by Loeb Investors in which such partner
currently has the pecuniary interest.
The following reflects revisions in material previously furnished in Item 2 of
Amendment No. 8.
19. Sandstone, Limited ("Sandstone"). Sandstone is a British Virgin Islands
corporation which is owned by a Trust settled by Sir Joseph Hotung in Bermuda
over which the Bank of Bermuda is Trustee. Sir Joseph is a financier and real
estate investor and has a business address of GPO Box 550, Central Post Office,
Hong Kong. Sir Joseph is a citizen of Great Britain.
23. Peter Readman is a citizen of Great Britain. His principal occupation is as
a partner of Abercromby and Company, a UK Partnership. His business address is 8
Southampton Place, London, England WC1A 2EA.
24. Richard W. Wilkinson, Trustee for Richard W.Wilkinson Money Purchase
Pension Plan and Trust. Mr.Wilkinson is the President of Wilkinson Development
Corporation and his business address is 106 Commerce Street, Suite 109, Lake
Mary, Florida, 32746. Mr. Wilkinson is a U.S. Citizen.
Item 3. Source and Amount of Funds and Other Consideration
Loeb Investors acquired the Shares presently owned by it for aggregate
consideration of $19,008,570.
Item 5. Interest in Securities of the Issuer
(a), (b) According to information furnished by United Park City Mines Company
(the "Company"), there were 3,045,711 outstanding Shares as of September 30,
1997. On the date of this Amendment, the Reporting Persons beneficially owned an
aggregate of 2,216,667 Shares, or 72.8% of the outstanding Shares. The number of
Shares and percentages of the outstanding Shares owned by each of the respective
Reporting Persons are as follows:
Loeb Investors: 2,185,935 Shares, or 71.8% of the Shares outstanding.
John L. Loeb, Jr.: 24,540 Shares, or 0.8% of the Shares outstanding.
Estate of John L. Loeb: 6,191 Shares, or 0.2% of the Shares outstanding.
(c) Loeb Investors acquired 249,952 Shares, at $16.00 per share, pursuant to the
Company's subscription rights offering made in August and September, 1997. Loeb
Investors was advised of the final results of the offering on November 4, 1997.
John L. Loeb, Jr. sold 27,000 Shares on September 19, 1997 pursuant to Rule 144
at $25.05 per Share.
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.
November 17, 1997
LOEB INVESTORS CO. XL
By: /s/ Joseph S. Lesser
Joseph S. Lesser, Managing Partner
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SCHEDULE 1
LOEB INVESTORS CO. XL
NAME OF PARTNER ADDRESS NO. OF SHARES
Estate of John L. Loeb c/o Stroock & Stroock & Levan 454,951.13
LLP, 180 Maiden Lane
New York, New York 10038
John L. Loeb, Jr. 375 Park Avenue 93,750.02
New York, NY 10152
John L. Loeb, Jr., and
John A. Levin, Trustees U/W 375 Park Avenue 39,755.93
Carl M. Loeb 1/3/55 F/B/O New York, NY 10152
Ann L. Bronfman
John L. Loeb, Jr., and John 375 Park Avenue 46,798.14
A. Levin, Trustees U/W New York, NY 10152
Carl M. Loeb 1/3/55 F/B/O
John L. Loeb Jr.
John L. Loeb, Jr., and John 375 Park Avenue 39,755.93
A. Levin, Trustees U/W New York, NY 10152
Carl M. Loeb 1/3/55 F/B/O
Judith L. Chiara
John L. Loeb, Jr., and John 375 Park Avenue 39,755.93
A. Levin, Trustees U/W New York, NY 10152
Carl M. Loeb 1/3/55 F/B/O
Arthur L. Loeb
John L. Loeb, Jr., and John 375 Park Avenue 74,395.52
A. Levin, Trustees U/W New York, NY 10152
Carl M. Loeb 1/3/55 F/B/O
Deborah L. Brice
Henry A. Loeb, Elisabeth L. 61 Broadway 135,667.13
Levin, Jean L. Troubh New York, NY 10006
and Thomas L. Kempner,
Trustee U/W Carl M. Loeb
1/3/55 F/B/O Henry A. Loeb's Children
Thomas L. Kempner and 61 Broadway 1,517.90
William A. Perlmuth, New York, NY 10006
Trustees
U/A dated 3/9/76 F/B/O Adeline M. Kempner
Thomas L. Kempner and 61 Broadway 7,592.48
William A. Perlmuth, New York, NY 10006
Trustees U/W Carl M. Loeb
1/3/55 F/B/O Thomas L. Kempner
Thomas L. Kempner and 61 Broadway 7,592.48
William A. Perlmuth, New York, NY 10006
Trustees
U/W Carl M. Loeb 1/3/55
F/B/O Alan H. Kempner, Jr.
Thomas L. Kempner and William 61 Broadway 30,363.97
A. Perlmuth, Trustees New York, NY 10006
U/W Carl M. Loeb 1/3/55
F/B/O Carl L. Kempner
Thomas L. Kempner and William 61 Broadway 19,740.17
A. Perlmuth, Trustees New York, NY 10006
U/W Carl M. Loeb 1/3/55
F/B/O Margaret L. Kempner's
Children
Thomas L. Kempner and William 61 Broadway 7,592.48
A. Perlmuth, Trustees New York, NY 10006
U/I dated 5/19/64 F/B/O
Thomas L. Kempner's Children
Thomas L. Kempner, Jerome A. 61 Broadway 7,592.48
Manning and Alan H. New York, NY 10006
Kempner, Jr., Trustees U/I
dated 5/19/64 F/B/O Alan
H. Kempner, Jr.'s Children
Alan H. Kempner, Jr. 9045 N. Morning Glory Rd. 7,592.48
Paradise Valley, AZ 85253
Marvin Moser 13 Murray Hill Avenue 1,506.94
Scarsdale, NY 10583
C.V. Starr & Co., Inc. 70 Pine Street 173,355.75
New York, NY 10270
Sandstone, Limited GPO Box 550 917,778.45
Central Post Office
Hong Kong
S&S&L Investment Partnership 180 Maiden Lane 38,178.84
New York, NY 10038
Joseph S. Lesser 521 Fifth Avenue 33,300.73
New York, NY 10175
Alan L. Gordon 521 Fifth Avenue 2,009.81
New York, NY 10175
Peter Readman 8 Southampton Place 4,988.19
London, WC1A 2EA,
England
Richard W. Wilkinson 106 Commerce Street 402.08
Trustee Suite 109
Lake Mary, FL 32476
