AMENDMENT NO. 3 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A4
(Amendment No. 4)
Under the Securities Exchange Act of 1934
UNITED PARK CITY MINES COMPANY
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
911315208
(CUSIP Number)
STEPHEN L. FARLEY
FARLEY CAPITAL L.P.
655 THIRD AVENUE, SUITE 2520
NEW YORK, NEW YORK 10017
(212) 557-7776
(Name, address and telephone number of person
authorized to receive notices and communications)
December 24, 1997
(Date of event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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 1 of 9 Pages
<PAGE>
13D/A4
CUSIP NO. 911315208
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Labrador Partners L.P.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
- 0 -
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
313,500
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
313,500
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
313,500
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 Pages
<page
13D/A4
CUSIP No. 911315208
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Farley Capital L.P.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
- 0 -
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
54,271
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
54,271
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
54,271
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.8%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 9 Pages
<page
13D/A4
CUSIP NO. 911315208
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Stephen L. Farley
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
AF
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
- 0 -
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
367,771
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
367,771
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
367,771
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
12.0%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 9 Pages
<page
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 amends the statement on Schedule 13D (the
"Statement") which was filed on July 8, 1997; Amendment No. 1 to the Statement
which was filed on August 22, 1997; Amendment No. 2 to the Statement which was
filed on October 20, 1997; and Amendment No. 3 to the Statement which was
filed on November 18, 1997. Amendment No. 4 is being filed with the
Securities and Exchange Commission (the "Commission") by the undersigned with
respect to the common stock, par value $.01 per share ("Common Stock"), of
United Park City Mines Company, a Delaware corporation (the "Issuer"), with
its principal executive offices located at P.O. Box 1450 Park City, Utah
84060. Capitalized terms used herein and not otherwise defined in this
Amendment No. 4 have the meanings set forth in the Statement.
Except as specifically provided herein, this Amendment No. 4 does not
modify any of the information previously reported in the Statement.
* * *
Items 3,4 and 5 are hereby amended and restated as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate number of shares of Common Stock purchased by Labrador
Partners L.P. ("Labrador Partners") and Farley Capital L.P. ("Farley Capital")
and the net investment cost of such Common Stock is as follows:
Aggregate Number
of Shares of
Common Stock Net Investment Cost
Labrador Partners 313,500 $ 6,761,368.71
Farley Capital 54,271 $ 1,258,046.72
The Common Stock purchased by Labrador Partners was purchased with
its working capital. The Common Stock purchased by Farley Capital was
purchased with the investment capital of discretionary accounts under its
management. No portion of the purchase price paid by Labrador Partners or
Farley Capital was borrowed specifically to purchase the Common Stock.
A portion of the Common Stock beneficially owned by Labrador
Partners and Farley Capital may be held in margin accounts at Goldman, Sachs &
Co. which may, from time to time, have debit balances. Since other securities
are held in such margin accounts, it is not possible to determine the amount
of margin, if any, used with respect to the purchases of the Common Stock.
Currently, the interest rate charged on such margin accounts is 6.75% per
annum.
Page 5 of 9 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Common Stock by Labrador
Partners and Farley Capital is for investment. Labrador Partners, Farley
Capital and Stephen L. Farley ("Farley") (each a "Reporting Person" and,
collectively the "Reporting Persons"), reserve the right to buy additional
securities of the Issuer or sell securities of the Issuer from time to time.
The Reporting Persons have no present plans or proposals which relate to, or
could result in, any of the actions enumerated in paragraphs (a) through (j)
of Item 4 of the instructions to Schedule 13D. Such entities and persons may,
at any time and from time to time, review or reconsider their position with
respect to the Issuer, and formulate plans or proposals with respect to any of
such matters, but have no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following is the aggregate amount of Common Stock that is
beneficially owned by each Reporting Person:
Aggregate Number
of Shares of Percentage
Name Common Stock of Class
Labrador Partners 313,500 10.2%
Farley Capital 54,271 1.8%
Farley does not directly own any of the Common Stock. Pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, Farley may be deemed to be
an indirect beneficial owner of 367,771 shares of Common Stock by virtue of
his position as managing general partner of Labrador Partners (313,500 shares)
and Farley Capital (54,271 shares).
Associates does not beneficially own any Common Stock of the
Issuer.
In the aggregate, the Reporting Persons beneficially own a total of
367,771 shares of Common Stock, constituting approximately 12.0% of the
outstanding shares of Common Stock of the Issuer.
The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each Reporting Person herein is based upon
3,045,711 shares outstanding, which is the total number of shares of Common
Stock outstanding as of September 30, 1997, as reflected in the Issuer's
quarterly report on Form 10-Q filed with the Commission for the quarter ended
September 30, 1997 (which is the most recent Form 10-Q on file).
(b) Each of Labrador Partners and Farley Capital have the power
to vote and dispose of the shares of Common Stock beneficially owned by them,
which power may be exercised exclusively by Farley.
Page 6 of 9 Pages
<PAGE>
(c) The trading dates, number of shares of Common Stock purchased
or sold and price per share for all transactions in the Common Stock by
Labrador Partners from the 60th day prior to December 24, 1997 are set forth
in Schedule A hereof. All such transactions were open market transactions
effected through the New York Stock Exchange. During such period neither
Farley, Farley Capital, nor Associates entered into any transactions in the
Common Stock.
(d) Except as set forth above, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the Common Stock.
(e) Not applicable.
* * *
Page 7 of 9 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
each of the Reporting Persons, each such person or entity certifies that the
information set forth in this statement is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
Dated: December 31, 1997
By:
--------------------------------------
Stephen L. Farley, individually and as
managing general partner of each of
Labrador Partners L.P. and Farley
Capital L.P.
Page 8 of 9 Pages
<PAGE>
Schedule A
----------
Labrador Partners L.P.
----------------------
Transactions in the Common
Stock of the Issuer
---------------------------
Date of No. of Shares
Transaction Purchased Price Per Share
----------- ---------------- ---------------
10/31/97 3,000 $27.3750
11/03/97 2,100 27.6250
11/04/97 1,300 27.7500
11/05/97 1,700 27.8500
11/06/97 3,751 16.0000
11/06/97 100 28.0000
11/07/97 4,449 27.8830
11/12/97 700 28.2500
11/13/97 700 28.1250
11/14/97 1,600 28.1720
11/17/97 1,500 28.2080
11/18/97 800 28.2500
11/20/97 1,200 28.2500
11/21/97 700 28.2500
11/24/97 200 28.2500
11/25/97 800 28.2500
12/01/97 800 28.4844
12/02/97 800 28.6250
12/15/97 3,500 28.2500
12/16/97 7,700 27.9123
12/17/97 2,000 27.8750
12/18/97 3,000 28.5000
12/19/97 3,000 28.7500
12/22/97 4,000 28.7500
12/23/97 1,500 27.7500
12/24/97 2,000 28.0000
Page 9 of 9 Pages
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