SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 22, 2000
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United Park City Mines Company
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
1-3753 87-0219807
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(Commission File Number (IRS Employer Identification No.)
P.O. Box 1450, Park City, Utah 84060
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(Address of Principal Executive Offices) (Zip Code)
801.649.8011
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(Registrant's Telephone Number, Including Zip Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Items.
Effective the 31st day of October, 2000, the registrant elected to
extend the joint venture previously announced on Form 8-K, dated June 30, 2000,
with DMB Park City ("DMB"), an affiliate of DMB Realco, LLC. The joint venture
is intended to develop and market land for a luxury, multi-use development
pursuant to certain of the registrant's rights and interests in approximately
4,200 acres of property located in the Deer Valley and Park City ski resort
areas of Utah.
Under the terms and conditions of the operating agreement of the joint
venture, the registrant was entitled to terminate the joint venture prior to
September 30, 2000, if in the exercise of its sole discretion, it did not
approve a conceptual plan for the development of the subject properties provided
by DMB. In addition, the registrant was entitled to terminate the joint venture
if it did not approve the business plan or budget proposed by DMB for the joint
venture on or before such date.
The registrant did not approve the business plan submitted by DMB by
September 30, 2000, and, therefore, the parties to the joint venture agreed to
extend the date by which such approval would be required to October 31, 2000.
Following continuing discussions, the parties agreed to extend the approval date
again to January 10, 2001.
In addition to the risk factors detailed in the 2000 Annual Report of
the registrant filed on Form 10-KSB on March 29, 2000, in the proxy statement
filed on Form 14A on April 27, 2000, and in the current report on Form 8-K filed
on June 30, 2000, which risk factors are incorporated herein by this reference,
there can be no assurance that the registrant will be able to enter into other
contractual arrangements with other parties on terms which would not be
materially different from the terms of the operating agreement and contribution
agreement contemplated by the joint venture.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not Applicable.
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(b) Pro Forma Financial Information. Not Applicable.
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(c) Exhibits.
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10.18 Second Amendment to Operating Agreement, dated
as of October 31, 2000, by and among UPK/DMB, L.L.C.,
United Park City Mines Company, and DMB Park City,
LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
United Park City Mines Company
Date: December 22, 2000 By: /s/ Michael Salmond
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Michael Salmond, Chief Financial Officer
<PAGE>
Exhibit 10.18 / Second Amendment to Operating Agreement
SECOND AMENDMENT
TO
OPERATING AGREEMENT
OF
UPK/DMB, LLC
This Second Amendment to Operating Agreement of UPK/DMB, LLC ("Amendment") is
entered into as of October 31, 2000 between United Park City Mines Company, a
Delaware corporation ("UPK"), and DMB Park City, LLC, an Arizona limited
liability company ("DMB"), as the sole members of UPK/DMB, LLC, a Delaware
limited liability company ("Company").
RECITALS
A. UPK and DMB have formed the Company and have entered into that certain
Operating Agreement of UPK/DMB, LLC ("Agreement") as of June 15, 2000 and a
First Amendment to Operating Agreement dated October 2, 2000 (as amended, the
"Operating Agreement").
B. The Company, UPK and DMB also have entered into a Contribution Agreement
dated June 15, 2000.
C. Pursuant to the terms of the Operating Agreement, UPK did not approve
the proposed Initial Conceptual Plan, the Initial Conceptual Business Plan and
the Initial Budget (collectively, the "Initial Business Plan") offered by DMB by
the deadline of October 31, 2000, and absent this Amendment the Operating
Agreement and the Company would have been terminated automatically under the
terms of the Operating Agreement.
D. UPK is willing to permit DMB to consider and consider and discuss with
UPK or others (pre-approved by UPK) a broader or different transaction from that
contemplated by the Operating Agreement ("Potential Transaction").
E. UPK and DMB, as the sole Members of the Company now wish to amend the
Agreement as herein set forth.
NOW, THEREFORE, the Members amend the Agreement as follows:
1. The Automatic Termination of the Company under Sections 5.4, 5.5, and 5.6
of the Operating Agreement is suspended, subject to the matters set forth
hereinafter, from the date hereof through January 10, 2001 ("Suspension
Period"); provided, however, that either of UPK or DMB may, at any time and
for any reason in its sole and absolute discretion, by written notice to
the other terminate the Company as of the date of such written notice prior
to the end of the Suspension Period, and upon such termination the Business
Plan shall be deemed to have been disapproved as of October 31, 2000, and
absent further agreement there shall be an Automatic Termination of the
Company on January 10, 2001 at the end of the Suspension Period for failure
of UPK to have approved the Initial Business Plan as of October 31, 2000
which shall not be subject to the dispute Resolution Procedures of Section
5.12 of the Operating Agreement. Since each member shall have the right to
so terminate for any reason in its sole and absolute discretion, no
decision to terminate by a Member during the Suspension Period shall be
subject to the Dispute resolution procedures of Section 5.12 of the
Operating Agreement.
2. UPK hereby consents to the negotiation by DMB of the Potential Transaction
with UPK or other parties pre-approved by UPK and such negotiation shall
not be a breach of any duty of DMB under the Operating Agreement.
3. During the Suspension Period, DMB shall have no obligation to (a) take any
further affirmative action ("Action") whatsoever with respect to any aspect
of its duties under the Operating Agreement, including without limitation,
the planning and zoning of the Project, all of which duties and obligations
are suspended during the Suspension Period, or (b) make any further Capital
Contributions under Section 2.3(b) or otherwise, or to pay, for any
obligations incurred after the suspended automatic Termination Date of
October 31, 2000. Notwithstanding the foregoing, DMB shall have the right
to take in its reasonable discretion affirmative actions during the
Suspension Period with respect to the planning and zoning of the Project
which are consistent with and in furtherance of the Business Plan and the
Project and in connection therewith, DMB shall have the further right, in
its discretion, to direct such consultants and other third party
contractors in their activities during the Suspension Period.
Notwithstanding the foregoing, UPK shall also have the right to proceed
with the planning and zoning of the Project. UPK and DMB shall consult with
each other and coordinate any activities under the preceding two sentences.
4. DMB agrees promptly to pay or to reimburse UPK for payment of $268,936.47
for fees and expenses incurred to or for contractors, consultants, and
related items prior to October 31, 2000 on behalf of the Company all as
specified in information provided herewith to DMB on United Park City Mines
Company Customer Balance Detail dated November 29, 2000. UPK confirms that
there are no other amounts billed or to be billed by contractors or
consultants to UPK for work prior to or during the Suspension Period for
which the Company would be responsible un less specifically agreed to by
DMB in its sole and absolute discretion. The provisions of this paragraph 4
are not intended to cover any amounts which the City of Park City may bill
UPK, DMB or the Company relating to, or for expenses or obligations of DMB
to pay such amounts shall be governed by the provisions of the Operation
Agreement.
5. During the Suspension Period, neither UPK nor DMB shall enter into any
agreements on behalf of the Company nor incur any obligations or expenses
for which the Company will or may be held responsible without the express
prior written consent of the other, which consent may be given or withheld
in each Member's sole and absolute discretion, provided, that UPK shall be
permitted in its sole and absolute discretion to enter into agreements on
behalf of UPK. Any fees or expenses for consultants and other third party
contractors which DMB directs or engages during the Suspension Period shall
be at the expense of DMB.
6. All capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement. All references to "Agreement" in the Agreement
shall hereafter refer to the Operating Agreement as amended by this
Amendment. Except as amended by the Amendment, the Operating Agreement
shall remain in full force and effect.
Executed as of the date above first written.
DMB PARK CITY, LLC, an Arizona
limited liability company
By: DMB Realco, LLC, an Arizona
limited liability company, Sole
Member
By: DMB Associates, Inc., an
Arizona corporation,
Manager
By: (signature illegible)
Its: ---------------------
UNITED PARK CITY MINES COMPANY,
a Delaware corporation
By: /s/ Joseph Lesser
Its: Chairman
