UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
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)
June 30, 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 11 Pages
<PAGE>
13D
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
166,000
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
166,000
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
166,000
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.1%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
<PAGE>
13D
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
24,200
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
24,200
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
24,200
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.9%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 Pages
<PAGE>
13D
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
190,200
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
190,200
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
190,200
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.0%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement") is filed with the
Securities and Exchange Commission (the "Commission") by persons named in Item
2 below on July 8, 1997 relating 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.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed jointly by (i) Labrador Partners
L.P.("Labrador Partners"), with respect to shares of Common Stock beneficially
owned by it, (ii) Farley Capital L.P.("Farley Capital"), with respect to
shares of Common Stock held in discretionary accounts managed by it, and (iii)
Stephen L. Farley ("Farley"), with respect to shares of Common Stock
beneficially owned by Labrador Partners and Farley Capital. The foregoing
persons are hereinafter sometimes referred to as Reporting Persons.
Labrador Partners L.P. is a Delaware limited partnership
having its principal address at 655 Third Avenue, Suite 2520, New York, New
York 10017. The principal business of Labrador Partners L.P. is that of a
private investment partnership, engaging in the purchase and sale of
securities for investment for its own account.
Farley Capital L.P. is a Delaware limited partnership having
its principal address at 655 Third Avenue, Suite 2520, New York, New York
10017. The principal business of Farley Capital L.P. is that of a private
investment firm, engaging in the purchase and sale of securities for
investment on behalf of discretionary accounts.
Stephen L. Farley is a U.S. citizen having his principal
address at 655 Third Avenue, Suite 2520, New York, New York 10017. The
principal business activity of Mr. Farley is that of managing general partner
of each of Labrador Partners, Farley Capital and Farley Associates L.P.
("Associates"). The principal business of Associates is as general partner of
Labrador Partners.
None of the persons referred to in this Item 2 has, during the last
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a civil proceeding
of a 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.
Page 5 of 11 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate number of shares of Common Stock purchased and the net
investment cost of such Common Stock is as follows:
Aggregate Number
of Shares of
Reporting Person Common Stock Net Investment Cost
Labrador Partners L.P. 166,000 $3,165,806.36
Farley Capital L.P. 24,200 $ 509,149.40
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 each discretionary account under its
management. No portion of the purchase price paid by Labrador Partners or
Farley Capital was borrowed.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Common Stock by the Reporting
Persons is for investment. 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 166,000 6.1%
Farley Capital 24,200 0.9%
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 an
indirect beneficial owner of 190,200 shares of Common Stock by virtue of his
position as managing general partner of Labrador Partners (166,000 shares) and
Farley Capital (24,200 shares).
Associates does not beneficially own any Common Stock of the
Issuer.
Page 6 of 11 Pages
<PAGE>
In the aggregate, the Reporting Persons beneficially own a total of
190,200 shares of Common Stock, constituting approximately 7.0% of the
outstanding shares of Common Stock of the Issuer.
The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based upon 2,701,544
shares outstanding, which is the total number of shares of Common Stock
outstanding as of March 31, 1997, as reflected in the Issuer's quarterly
report on Form 10-Q filed with the Commission for the quarter ended March 31,
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.
(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 and Farley Capital from the 60th day prior to June 30, 1997
and from July 1, 1997 through July 8, 1997 are set forth in Schedule A and
Schedule B hereof. All such transactions were open market transactions
effected through the New York Stock Exchange. During such period neither
Farley 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None of the persons identified in Item 2 above is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer, except to the extent described in Item 2 and Item 5
of this Statement.
ITEM 7. ITEMS TO BE FILED AS EXHIBITS.
1. There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements as required by Rule
13d-1(f)(1) of the Act.
Page 7 of 11 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: July 8, 1997
By: /s/ Stephen L. Farley
--------------------------------------
Stephen L. Farley, individually and as
managing general partner of each of
Labrador Partners L.P. and Farley
Capital L.P.
Page 8 of 11 Pages
<PAGE>
Schedule A
----------
Labrador Partners L.P.
-------------------
Transactions in the Common Stock
of United Park City Mines Company
---------------------------------
Date of No. of Shares
Transaction Purchased (Sold) Price Per Share
----------- ---------------- ---------------
3/24/97 1,200 $12.2500
3/25/97 500 12.7500
3/26/97 3,000 13.0630
3/31/97 1,500 13.1250
5/22/97 1,500 13.1250
5/23/97 1,500 13.3330
5/27/97 5,500 13.6020
6/2/97 1,000 13.7500
6/9/97 3,000 13.9583
6/11/97 500 14.0000
6/16/97 3,000 14.2083
6/17/97 3,000 14.6667
6/18/97 22,500 17.2611
6/19/97 22,400 17.3013
6/20/97 14,900 19.5361
6/23/97 11,500 20.5000
6/24/97 8,000 21.0469
6/25/97 7,500 21.0000
6/26/97 2,500 20.5750
6/30/97 5,500 22.1136
6/30/97 2,500 21.5750
7/1/97 800 21.7500
7/1/97 2,000 22.0000
7/3/97 8,000 22.0234
7/7/97 32,700 22.2900
Page 9 of 11 Pages
<PAGE>
Schedule B
----------
Farley Capital L.P.
-------------------
Transactions in the Common Stock
of United Park City Mines Company
---------------------------------
Date of No. of Shares
Transaction Purchased (Sold) Price Per Share
----------- ---------------- ---------------
6/23/97 4,000 $20.4375
6/23/97 500 20.5000
6/23/97 1,500 20.8750
6/23/97 1,000 20.0000
6/23/97 1,000 19.9375
6/23/97 500 20.0000
6/30/97 8,000 20.9062
6/30/97 2,000 21.1250
6/30/97 1,000 21.0000
6/30/97 1,000 20.8750
6/30/97 1,000 21.0000
7/8/97 400 23.2500
7/8/97 2,300 23.5760
Page 10 of 11 Pages
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
----------------------------
The undersigned acknowledges and agrees that the foregoing statement
on Schedule 13D is filed on behalf of the undersigned and that any
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledges that he shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent it knows or has reason to believe that such
information is inaccurate.
Dated: July 8, 1997
By: /s/ Stephen L. Farley
--------------------------------------
Stephen L. Farley, individually and as
managing general partner of each of
Labrador Partners L.P. and Farley
Capital L.P.
Page 11 of 11 Pages
