SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
UNITED PARK CITIES 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)
February 6, 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).
<PAGE>
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:
1,875,982
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
1,875,982
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,875,982
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
69.47%
14. TYPE OF REPORTING PERSON:
PN
<PAGE>
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:
51,540
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER:
51,540
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
51,540
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.91%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
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: [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.23%
14. TYPE OF REPORTING PERSON:
OO
<PAGE>
This Amendment No. 8 further amends the Schedule 13D Statement dated July
22, 1985, as previously amended, filed by Loeb Investors Co. XL and others. As
required by the rules and regulations of the Securities and Exchange Commission,
this Amendment restates all relevant information included in the original
Schedule and previous amendments.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the shares of Common Stock, par value $0.01 per
share ("Shares") of United Park City Mines Company, a Delaware corporation. The
address of the Company is P.O. Box 1450, Park City, Utah 84060. Share figures
given in this Amendment reflect a 1-for-20 reverse stock split effected by the
Company in August 1995.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) The members of this Schedule 13D group are Loeb Investors Co.
XL ("Loeb Investors"), the Estate of John L. Loeb and John L. Loeb, Jr. Such
entities and persons collectively may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 13d-5 thereunder and are hereinafter referred to
as the "Group."
The business address, principal business, executive officers, directors,
trustees, executors, general partners and controlling person(s) of each entity,
and the residence or business address, present principal occupation and
citizenship of each natural person filing this statement are as follows:
Loeb Investors is a New York partnership which was formed for the
purpose of investing in the Shares. Its address is 61 Broadway, New York, New
York 10006. The following persons and entities are the partners of Loeb
Investors:
1. The Estate of John L. Loeb. The address of the Estate
is c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane,
New York, NY 10038. The Executors of the Estate are John
L. Loeb, Jr., Arthur L. Loeb, John A. Levin and Jerome
A. Manning. John L. Loeb, Jr., is a private investor
whose business address is 375 Park Avenue, New York, NY
10022. Arthur L. Loeb is the proprietor of the Madison
Avenue Bookshop Inc. and has a business address at
833 Madison Avenue, New York, NY 10021. Mr. Levin's
principal occupation is money management and his
business address is John A. Levin & Co. Inc., 1 Rockefeller
Center, New York, New York 10020. Mr. Manning is of
counsel to the law firm of Stroock & Stroock & Lavan LLP,
180 Maiden Lane, New York, New York 10038. Messrs. Loeb,
Loeb, Levin and Manning are US citizens.
2. John L. Loeb, Jr.
3. John L. Loeb, Jr., and John A. Levin, Trustees U/W Carl
M. Loeb 1/3/55 F/B/O Ann L. Bronfman.
4. John L. Loeb, Jr., and John A. Levin, Trustees U/W Carl
M. Loeb 1/3/55 F/B/O John L. Loeb, Jr.
5. John L. Loeb, Jr., and John A. Levin, Trustees U/W Carl
M. Loeb 1/3/55 F/B/O Judith L. Chiara
6. John L. Loeb, Jr., and John A. Levin, Trustees U/W Carl
M. Loeb 1/3/55 F/B/O Arthur L. Loeb
7. John L. Loeb, Jr., and John A. Levin, Trustees U/W Carl
M. Loeb 1/3/55 F/B/O Deborah L. Brice
8. Henry A. Loeb, Elisabeth L. Levin, Jean L. Troubh and
Thomas L. Kempner, Trustees U/W Carl M. Loeb 1/3/55
F/B/O Henry A. Loeb's Children. Henry A. Loeb is Vice
Chairman and a Director of Loeb Partners Corporation, a
registered broker-dealer. His business address is c/o
Loeb Partners Corporation, 61 Broadway, New York, New
York 10006. Mrs. Levin and Mrs. Troubh are daughters of
Henry A. Loeb and have an address c/o Loeb Partners
Corporation, 61 Broadway, New York, New York 10006.
Mr. Kempner is a nephew of Henry A. Loeb and is Chairman
of Loeb Partners Corporation. All of such persons are
US citizens.
9. Thomas L. Kempner and William A. Perlmuth, Trustees U/A
dated 3/9/76 F/B/O Adeline M. Kempner. Mr. Perlmuth, a
US citizen, is of counsel to Stroock & Stroock & Lavan
LLP, a law firm located at 180 Maiden Lane, New York,
New York 10038.
10. Thomas L. Kempner and William A. Perlmuth, Trustees U/W
Carl M. Loeb 1/3/55 F/B/O Thomas L. Kempner
11. Thomas L. Kempner and William A. Perlmuth, Trustees U/W
Carl M. Loeb 1/3/55 F/B/O Alan H. Kempner
12. Thomas L. Kempner and William A. Perlmuth, Trustees U/W
Carl M. Loeb 1/3/55 F/B/O Carl L. Kempner
13. Thomas L. Kempner and William A. Perlmuth, Trustees U/W
Carl M. Loeb 1/3/55 F/B/O Margaret L. Kempner's
Children
14. Thomas L. Kempner and William A. Perlmuth, Trustees U/I
dated 5/19/64 F/B/O Thomas L. Kempner's Children
15. Thomas L. Kempner, Jerome A. Manning and Alan H.
Kempner, Jr., Trustees U/I 5/19/64 F/B/O Alan H.
Kempner, Jr.'s Children. Alan H. Kempner, Jr., is a private
investor and has an address at 9045 N. Morning Glory Road,
Paradise Valley, AZ 85253. Mr. Kempner is a US citizen.
16. Alan H. Kempner, Jr.
17. Marvin Moser, M.D. Dr. Moser is a physician and has an
address at 13 Murray Hill Avenue, Scarsdale, New York
10583. Dr. Moser is a US citizen.
18. CV Starr & Co., Inc. ("Starr"), is a Delaware corporation engaged
in the insurance business. The principal executive offices of
Starr are located at 70 Pine Street, New York, New York 10270.
Maurice Greenberg is President, Chief Executive Officer and a
Director of Starr. Houghton Freeman, John Roberts and Ernest
Stempel are Senior Vice Presidents and Directors of Starr.
Edward Matthews is Senior Vice President, Secretary and a
Director of Starr. Evan Greenberg, Robert Sandler, Howard Smith,
Thomas Tizzio and Edmund Tse are Vice Presidents and Directors of
Starr. Edwin Manton is a Director, Gary Nitzsche is Treasurer and
Lawrence Dunn III is Comptroller of Starr. With the exception of
Mr. Manton, a citizen of Great Britain, all named persons are US
citizens. All named persons have a business address c/o CV
Starr & Co., Inc., 70 Pine Street, New York, New York 10270.
19. Sandstone, Limited ("Sandstone"). Sandstone is a
British Virgin Islands corporation. Joseph E. Hotung,
a citizen of Great Britain, is the sole shareholder of
Sandstone. Mr. Hotung is a financier and real estate
investor and has a business address at 3310 Edinburgh
Tower, The Landmark, 15 Queen's Road, Central Hong Kong.
20. S&S&L Investment Partnership, a New York partnership consisting of
members of the firm of Stroock & Stroock & Lavan LLP. Its
address is c/o William A. Perlmuth, Esq., Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, New York, New York 10038.
21. Joseph S. Lesser is Managing Partner of Loeb Investors
and Chairman and a Director of the Company. His
principal occupation is Managing General Partner of Loeb
Partners Realty ("Loeb Realty") and President and a Director of
Loeb Partners Realty and Development Corp., which entities engage
in real estate management. His business address is c/o Loeb
Partners Realty, 521 Fifth Avenue, New York, New York 10175. Mr.
Lesser is a US citizen.
22. Alan L. Gordon is a US citizen, Vice President of Loeb
Realty and a Director of the Company. His business
address is 521 Fifth Avenue, New York, New York 10175.
23. Peter Readman is a British citizen. His principal occupation is
as a partner of Abercromby and Company, a British corporation.
His business address is 6 South Hampton Place, London, England
WC1A 2EA.
24. Richard W. Wilkinson, Trustee for Richard W. Wilkinson
Money Purchase Pension Plan and Trust. Mr. Wilkinson
is an Executive Vice President of Trycon-Atlanta, Inc.
and his business address is 106 Commerce Street, Suite
109, Lake Mary, Florida 32476. Mr. Wilkinson is a US
citizen.
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.
(d) and (e). During the last five years, none of the members of the
Group nor, to the knowledge of the members of the Group, any of the persons
referred to in clauses (a)-(c) of this Item 2, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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 AND OTHER CONSIDERATION
Loeb Investors acquired the Shares presently owned by it for aggregate
consideration of $14,229,340. Such Shares were acquired with capital
contributions received from its partners. The persons and entities listed in
Item 2 as being partners of Loeb Investors financed their respective capital
contributions with trust funds in the case of trusts, working capital in the
case of corporations and partnerships and personal funds in the case of
individuals.
The Estate of John Loeb acquired the Shares presently owned by it upon the
death of John L. Loeb. Mr. Loeb acquired such Shares for aggregate consideration
of $48,243, consisting of personal funds.
John L. Loeb, Jr. acquired the Shares presently owned by him for aggregate
consideration of $406,364. Such acquisitions were financed with personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons commenced their investment in the Company in 1985
with the purpose of maximizing the value of their Shares through the realization
of the potential values of the Company's real property in the area of Park City,
Utah. To that end, the Reporting Persons sought and obtained representation on
the Company's Board of Directors in 1985. Joseph S. Lesser has been a Director
of the Company since 1985, and Alan L. Gordon has been a Director of the Company
since 1990. As Directors, Mr. Lesser and Mr. Gordon are expected to participate
in the management of the Company's affairs and properties and in the
consideration of all proposals relating thereto.
The Reporting Persons continue to hold the Shares as an investment. To this
end, the Reporting Persons may continue to hold the Shares, acquire additional
Shares privately or in transactions over the New York Stock Exchange, or sell
all or a portion of the Shares presently owned by them in private transactions
or otherwise as permitted by law. In determining whether to take any of such
actions, the Reporting Persons will consider various factors such as the
Company's business and prospects, general economic, stock market and real estate
market conditions and such other factors as the Reporting Persons may determine
to be relevant.
Except as set forth above, the Reporting Persons have no present plans or
proposals which relate to or would result in any of the transactions required to
be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) According to information furnished by the Company, on February
6, 1997, the Company had 2,700,250 outstanding Shares. On the date of this
Amendment, the Reporting Persons beneficially owned an aggregate of 1,933,713
Shares, or 71.6% of the outstanding Shares. The number of Shares and
percentages of the outstanding Shares owned by each of the respective Reporting
Persons (including the Shares referred to in paragraph (c) of this Item 5) are
as follows:
Loeb Investors: 1,875,982 Shares, or 69.47% of the Shares outstanding.
John L. Loeb, Jr.: 51,540 Shares, or 1.91% of the Shares outstanding.
Estate of John Loeb: 6,191 Shares, or 0.23% of the Shares outstanding.
In April 1991, John L. Loeb granted to John L. Loeb, Jr., and Joseph S.
Lesser non-transferable options covering partnership interests in Loeb Investors
presently representing the equivalent of 100,000 Shares and 32,500 Shares,
respectively. The options are exercisable in whole or in part prior to April 1,
2006 at $5.00 per Share.
Loeb Realty does not own any Shares directly. However, Loeb Realty and Loeb
Investors are presently renegotiating the terms of an option pursuant to which
Loeb Realty will have the right to acquire Shares from Loeb Investors. Loeb
Realty is a New York partnership, the partnership interests of which are owned
by Loeb Holding Corporation, Joseph S. Lesser and Alan L. Gordon.
(c) On February 6, 1997, Loeb Investors acquired 116,857 Shares from Zilkha
& Sons, Inc., and 116,856 Shares from Zilkha Energy Company, in a private
transaction at a purchase price of $18.00 per Share. Such Shares were allocated
to the Loeb Investors partnership capital account of Sandstone Limited, one of
its partners. Funds used to acquire such Shares were obtained from working
capital of Sandstone Limited. Zilkha & Sons, Inc., and Zilkha Energy Company had
been members of the Group and were Reporting Persons at the time of the filing
of Amendment 7 to this Schedule 13D. As a result of the sale described in this
paragraph (c), the Zilkha entities no longer own any Shares and are no longer
part of the Group.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
See Item 5 for a description of options granted by John L. Loeb to each of
John L. Loeb, Jr., and Joseph S. Lesser.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Option Agreement between John L. Loeb and John L. Loeb, Jr.
dated April 18, 1991
Exhibit 2 Option Agreement between John L. Loeb and Joseph S. Lesser
dated April 18, 1991
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.
February 14, 1997
LOEB INVESTORS CO. XL
By: /s/ Joseph S. Lesser
----------------------------------
Joseph S. Lesser, Managing Partner
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
LOEB INVESTORS CO. XL
NAME OF PARTNER ADDRESS NO. OF SHARES
<S> <C> <C>
Estate of John L. Loeb c/o Stroock & Stroock & Lavan LLP 404,401
180 Maiden Lane
New York, New York 10038
John L. Loeb, Jr. 375 Park Avenue 83,333
New York, NY 10152
John L. Loeb, Jr., and John A. Levin, Trustees U/W 375 Park Avenue
Carl M. Loeb 1/3/55 F/B/O Ann L. Bronfman New York, NY 10152 35,338.5
John L. Loeb, Jr., and John A. Levin, Trustees U/W 375 Park Avenue
Carl M. Loeb 1/3/55 F/B/O John L. Loeb Jr. New York, NY 10152 41,598.3
John L. Loeb, Jr., and John A. Levin, Trustees U/W 375 Park Avenue
Carl M. Loeb 1/3/55 F/B/O Judith L. Chiara New York, NY 10152 35,338.5
John L. Loeb, Jr., and John A. Levin, Trustees U/W 375 Park Avenue
Carl M. Loeb 1/3/55 F/B/O Arthur L. Loeb New York, NY 10152 35,338.5
John L. Loeb, Jr., and John A. Levin, Trustees U/W 375 Park Avenue
Carl M. Loeb 1/3/55 F/B/O Deborah L. Brice New York, NY 10152 66,129.3
Henry A. Loeb, Elisabeth L. Levin, Jean L. Troubh
and Thomas L. Kempner, Trustee U/W Carl M. 61 Broadway
Loeb 1/3/55 F/B/O Henry A. Loeb's Children New York, NY 10006 120,593
Thomas L. Kempner and William A. Perlmuth,
Trustees U/A dated 3/9/76 F/B/O Adeline M. 61 Broadway
Kempner New York, NY 10006 1,339.5
Thomas L. Kempner and William A. Perlmuth,
Trustees U/W Carl M. Loeb 1/3/55 F/B/O Thomas 61 Broadway
L. Kempner New York, NY 10006 6,700.1
Thomas L. Kempner and William A. Perlmuth,
Trustees U/W Carl M. Loeb 1/3/55 F/B/O Alan H. 61 Broadway
Kempner, Jr. New York, NY 10006 6,700.2
Thomas L. Kempner and William A. Perlmuth,
Trustees U/W Carl M. Loeb 1/3/55 F/B/O Carl L. 61 Broadway
Kempner New York, NY 10006 26,795.4
Thomas L. Kempner and William A. Perlmuth,
Trustees U/W Carl M. Loeb 1/3/55 F/B/O Margaret 61 Broadway
L. Kempner's Children New York, NY 10006 17,420.1
Thomas L. Kempner and William A. Perlmuth,
Trustees U/I dated 5/19/64 F/B/O Thomas L. 61 Broadway
Kempner's Children New York, NY 10006 6,700.1
Thomas L. Kempner, Jerome A. Manning and Alan
H. Kempner, Jr., Trustees U/I dated 5/19/64 F/B/O 61 Broadway
Alan H. Kempner, Jr.'s Children New York, NY 10006 6,700.2
Alan H. Kempner, Jr. 9045 N. Morning Glory Rd.
Paradise Valley, AZ 85253 6,700.1
Marvin Moser 13 Murray Hill Avenue
Scarsdale, NY 10583 1,339.5
C.V. Starr & Co., Inc. 70 Pine Street
New York, NY 10270 154,094
Sandstone, Limited Tropic Isle Building
Road Town
Tortola, B.V.I. 749,306.5
S&S&L Investment Partnership 180 Maiden Lane
New York, NY 10038 33,936.75
Joseph S. Lesser 521 5th Avenue
New York, NY 10175 29,600.6
Alan L. Gordon 521 Fifth Avenue
New York, NY 10175 1,786.5
Peter Readman 8 South Hampton Place
London, WC1A 2EA,
England 4,433.5
Richard W. Wilkinson, Trustee 106 Commerce Street
Suite 109
Lake Mary, FL 32476 357.5
</TABLE>
<PAGE>
EXHIBIT 1
OPTION AGREEMENT dated as of the 18th day of April, 1991, by and between
John L. Loeb (the "Optionor"), and John L. Loeb, Jr. (the "Optionee").
It is agreed as follows:
1. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Optionor hereby grants to the Optionee an
option (the "Option") to purchase all or an y part of such percentage of the
partnership interests ("Partnership Interest") of Loeb Partners Co. XL, a New
York partnership (the "Partnership") as shall represent two million (2,000,000)
shares of capital stock of United Park City Mines Company, a Delaware
corporation, par value $.01 per share, purchased by the Partnership pursuant to
a rights offering in April 1991 (the "Shares"). The Option shall be exercisable
at an exercise price equal to the number of Shares represented by the
partnership percentage interest to be acquired upon the exercise of such option,
multiplied by $0.25.
2. The Option shall be exercisable in whole at any time or in part
from time to time. The Option shall expire March 31, 2006 (hereinafter referred
to as the "Expiration Date"). To the extent that the Option shall not have been
exercised at the Expiration Date, it shall expire and become void and of no
effect.
3. The Option and all rights hereunder shall be nonassignable and
nontransferable and are intended solely for the benefit of the Optionee as
compensation for services to be rendered to United Park City Mines Company.
Notwithstanding the foregoing, in the event of the Optionee's death, the
representative of his estate or his heirs, as the case may be, shall be
permitted to exercise the Option, to the extent permitted by the terms hereof.
4. The Option may be exercised from time to time by delivery to the
Optionor of a notice of exercise of the Option duly signed by the Optionee
together with the full purchase price of the Partnership Interest purchased
pursuant to the exercise of the Option; provided, however, that the Option may
not be exercised at any time when the Option or the granting or exercise
thereof violates any law or governmental order or regulation. The Optionee
shall indicate in its notice the amount of Partners hip Interest for which the
Option is being exercised. Payment for the Partnership Interest purchased
pursuant to any exercise of the Option shall be made in full at the time of
such exercise, in cash or by check payable to the order of the Optionor.
5. Within a reasonable time after the due exercise of the Option, the
Optionor shall cause to be delivered to the Optionee an instrument evidencing
the Partnership Interest purchased pursuant to the exercise of the Option. The
delivery of said instrument upon any exercise of the Option may be postponed
until the completion of such registration or other qualification of such
Partnership Interest under any state or Federal law, rule or regulation as the
Partnership shall determine to be necessary or advisable. Nothing herein shall
be deemed to require that the Partnership file or amend a registration
statement.
6. The Optionor shall have the right to require, as a condition
precedent to the exercise of the Option, that the Optionee furnish such
information as may in the opinion of counsel for the Optionor be appropriate to
permit the Partnership, in light of the then existence or non-existence of an
effective registration statement under the Securities Act of 1933 with respect
to such Partnership Interest, to transfer the Partnership Interest in
compliance with the provisions of that or any comparable act.
7. It is the intent of the parties hereto that if, prior to the complete
exercise of the Option, there shall be declared and paid a stock dividend upon
the capital stock of United Park City Mines company, or if such stock shall be
split-up, converted, exchanged, reclassified, combined or in any way
substituted for, to the extent necessary, the Option, to the extent that it ha
s not been exercised, shall entitle the Optionee upon the future exercise of the
Option to such Partnership Interest as shall represent such number and kind of
securities or other property, subject to the terms of the Option, to which the
Optionee would have been entitled had he actually owned the Partnership Interest
as to which the Option is then exercised at the time of such stock dividend,
split-up, conversion, exchange, reclassification, combination or substitution;
and the aggregate purchase price upon the future exercise of the Option shall
be the same as if shares of capital stock originally represented by the
Partnership Interest optioned were being purchased as provided herein.
8. The Optionor hereby represents and covenants with the Optionee that
it shall, at all times up to and including the Expiration Date, own and keep
available such Partnership Interest of the Partnership as will be sufficient to
satisfy the requirements of the Option.
9. The Optionee represents that he is an Accredited Investor, as such
term is defined in Regulation D under the Securities Act of 1933, as amended.
10. All Notices, requests, demands and communications provided for by
this Agreement shall be in writing and shall be deemed to have been given at
the time when deposited with the United States Postal Service, enclosed in a
certified postage paid envelope, return receipt requested, and addressed to the
addresses stated below or to such changed addresses as may have been fixed by
notice; provided, however, that a notice of any change of address shall be
effective only upon receipt:
If to the Optionor:
John L. Loeb
375 Park Avenue
New York, NY 10152
If to the Optionee:
John L. Loeb, Jr.
375 Park Avenue--Suite 801
New York, NY 10152
11. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the principles
of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ John L. Loeb
------------------------
John L. Loeb
AGREED TO:
/s/ John L. Loeb, Jr.
----------------------------
John L. Loeb, Jr.
The undersigned hereby consents to
the grant of the option described
herein and to any exercise thereof
in accordance therewith
/s/ Joseph S. Lesser
--------------------------
Joseph S. Lesser,
Managing Partner
Loeb Investors Co. XL
<PAGE>
EXHIBIT 2
OPTION AGREEMENT dated as of the 18th day of April, 1991, by and
between John L. Loeb (the "Optionor"), and Joseph S. Lesser (the "Optionee").
It is agreed as follows:
1. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Optionor hereby grants to the Optionee an
option (the "Option") to purchase all or any part of such percentage of the
partnership interests ("Partnership Interest") of Loeb Partners Co. XL, a New
York partnership (the "Partnership") as shall represent six hundred fifty
thousand (650,000) shares of capital stock of United Park City Mines Company, a
Delaware corporation, par value $.01 per share, purchased by the Partnership
pursuant to a rights offering in April 1991 (the "Shares"). The Option shall be
exercisable at an exercise price equal to the number of Shares represented by
the partnership percentage interest to be acquired upon the exercise of such
option, multiplied by $0.25.
2. The Option shall be exercisable in whole at any time or in part
from time to time. The Option shall expire March 31, 2006 (hereinafter referred
to as the "Expiration Date"). To the extent that the Option shall not have been
exercised at the Expiration Date, it shall expire and become void and of no
effect.
3. The Option and all rights hereunder shall be nonassignable and
nontransferable and are intended solely for the benefit of the Optionee as
compensation for services to be rendered to United Park City Mines Company.
Notwithstanding the foregoing, in the event of the Optionee's death, the
representative of his estate or his heirs, as the case may be, shall be
permitted to exercise the Option, to the extent permitted by the terms hereof.
4. The Option may be exercised from time to time by delivery to the
Optionor of a notice of exercise of the Option duly signed by the Optionee
together with the full purchase price of the Partnership Interest purchased
pursuant to the exercise of the Option; provided, however, that the Option may
not be exercised at any time when the Option or the granting or exercise
thereof violates any law or governmental order or regulation. The Optionee
shall indicate in its notice the amount of Partners hip Interest for which the
Option is being exercised. Payment for the Partnership Interest purchased
pursuant to any exercise of the Option shall be made in full at the time of
such exercise, in cash or by check payable to the order of the Optionor.
5. Within a reasonable time after the due exercise of the Option, the
Optionor shall cause to be delivered to the Optionee an instrument evidencing
the Partnership Interest purchased pursuant to the exercise of the Option. The
delivery of said instrument upon any exercise of the Option may be postponed
until the completion of such registration or other qualification of such
Partnership Interest under any state or Federal law, rule or regulation as the
Partnership shall determine to be necessary or advisable. Nothing herein shall
be deemed to require that the Partnership file or amend a registration
statement.
6. The Optionor shall have the right to require, as a condition
precedent to the exercise of the Option, that the Optionee furnish such
information as may in the opinion of counsel for the Optionor be appropriate to
permit the Partnership, in light of the then existence or non-existence of an
effective registration statement under the Securities Act of 1933 with respect
to such Partnership Interest, to transfer the Partnership Interest in
compliance with the provisions of that or any comparable act.
7. It is the intent of the parties hereto that if, prior to the
complete exercise of the Option, there shall be declared and paid a stock
dividend upon the capital stock of United Park City Mines company, or if such
stock shall be split-up, converted, exchanged, reclassified, combined or in
any way substituted for, to the extent necessary, the Option, to the extent
that it has not been exercised, shall entitle the Optionee upon the future
exercise of the Option to such Partnership Interest as shall represent such
number and kind of securities or other property, subject to the terms of the
Option, to which the Optionee would have been entitled had he actually owned
the Partnership Interest as to which the Option is then exercised at the time
of such stock dividend, split-up, conversion, exchange, reclassification,
combination or substitution; and the aggregate purchase price upon the future
exercise of the Option shall be the same as if shares of capital stock
originally represented by the Partnership Interest optioned were being
purchased as provided herein.
8. The Optionor hereby represents and covenants with the Optionee that
it shall, at all times up to and including the Expiration Date, own and keep
available such Partnership Interest of the Partnership as will be sufficient to
satisfy the requirements of the Option.
9. The Optionee represents that he is an Accredited Investor, as such
term is defined in Regulation D under the Securities Act of 1933, as amended.
10. All Notices, requests, demands and communications provided for by
this Agreement shall be in writing and shall be deemed to have been given at
the time when deposited with the United States Postal Service, enclosed in a
certified postage paid envelope, re turn receipt requested, and addressed to the
addresses stated below or to such changed addresses as may have been fixed by
notice; provided, however, that a notice of any change of address shall be
effective only upon receipt:
If to the Optionor:
John L. Loeb
375 Park Avenue
New York, NY 10152
If to the Optionee:
Joseph L. Lesser
Loeb Partners Realty
521 Fifth Avenue New York, NY 10017
11. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the principles
of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ John L. Loeb
------------------------
John L. Loeb
AGREED TO:
/s/ Joseph S. Lesser
------------------------
Joseph S. Lesser
The undersigned hereby consents to
the grant of the option described
herein and to any exercise thereof
in accordance therewith
/s/ Joseph S. Lesser
-------------------------
Joseph S. Lesser,
Managing Partner
Loeb Investors Co. XL
