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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TREND MINING COMPANY
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
(CUSIP Number)
Thomas S. Kaplan
c/o William Natbony, Esq.
Rosenman & Collin LLP
575 Madison Avenue
New York, NY 10022-2585
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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.:
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
THOMAS SCOTT KAPLAN
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2. Check the Appropriate Box if a Member of a Group (See
Instructions:
(a) [ ]
(b) [ ]
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3. SEC Use Only:
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4. Source of Funds (See Instructions:
AF
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
[ ]
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6. Citizenship or Place of Organization:
U.S.A.
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Number of
Shares 7. Sole Voting Power 14,787,349
Beneficially
Owned by 8. Shared Voting Power 0
Each
Reporting 9. Sole Dispositive Power 14,787,349
Person With
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
14,787,349
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row (11):
57.84%
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14. Type of Reporting Person (See Instructions):
IN
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule") relates to the common stock, no per value, of
Trend Mining Company, a Montana corporation (the "Company"). The principal
office of the Company is 410 Sherman Avenue, Suite 209, Coeur d'Alene,
Idaho 83814.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed on behalf of Mr. Thomas Kaplan, the sole
shareholder of Tigris Financial Group Ltd. ("Tigris") and voting trustee for
securities owned by Electrum LLC ("Electrum"), relating to shares of common
stock and warrants to purchase shares of common stock exercisable within 60 days
of the Company.
This Schedule relates to shares of common stock and warrants owned by Tigris and
Electrum. The principal address for Mr. Kaplan is 154 West 18th Street, Apt. 8C,
New York, NY 10011. The principal occupation of Mr. Kaplan is the chairman and
chief executive officer of Apex Silver Mines Limited, a publicly traded company
that searches for silver deposits. Mr. Kaplan has not been convicted in a
criminal proceeding during the last five years. Mr. Kaplan is not and during the
past five years was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result thereof, subject
to any 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 OR OTHER CONSIDERATION
On December 29, 1999, Tigris purchased 1,000,000 shares of common stock for
$100,000 and was granted an option to purchase additional shares of common stock
and a right to purchase a warrant to purchase share of common stock. Tigris
assigned its options and right to purchase a warrant to Electrum. Electrum
acquired 6,307,588 shares upon the exercise of options for an aggregate option
price of approximately $690,000, and made a payment of $10,000 to acquire a
warrant to purchase 7,479,761 shares of common stock. On March 31, 2000, Mr.
Kaplan and Electrum entered into a Voting Trust Agreement, providing Mr. Kaplan
with sole power to vote and dispose of the Company securities owned by Electrum.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Kaplan has no any present plans or proposals which would result in any of
the following:
(a) the acquisition by any person of
additional securities of the issuer, or
the disposition of securities of the
issuer, other than the exercise of the
warrants described above;
(b) any extraordinary corporate transaction,
such as a merger, reorganization or
liquidation, involving the issuer or any
of its subsidiaries;
(c) any sale or transfer of a material amount
of assets of the issuer or any of its
subsidiaries;
(d) any change in the present board of
directors or management of the issuer,
including any plans or proposals to change
the number or term of directors or to fill
any existing vacancies on the board;
(e) any material change in the present
capitalization or dividend policy of the
issuer;
(f) any other material change in the issuer's
business or corporate structure;
(g) any change in the issuer's charter, bylaws
or instruments corresponding thereto or
other actions which may impede the
acquisition of control of the issuer by
any person;
(h) causing a class of securities of the
issuer to be delisted from a national
securities exchange or to cease to be
authorized to be quoted in an inter-dealer
quotation
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system of a registered national
securities association;
(i) a class of equity securities of the issuer
becoming eligible for termination of
registration pursuant to Section 12(g)(4)
of the Act; or
(j) any action similar to any of those
enumerated above.
Mr. Kaplan intends to support the Company's proposal to reincorporate in the
State of Delaware, when such proposal is brought to a vote of the shareholders
of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 25, 2000, Mr. Kaplan
beneficially owned 14,787,349 shares of
common stock of the Company, consisting of
6,307,588 shares of common stock and
warrants to purchase 7,479,761 shares of
common stock exercisable within 60 days
hereof.
(b) Mr. Kaplan has the sole power to vote or
to direct the vote of 14,787,349 shares
and has the sole power to dispose of
14,787,349 shares.
(c) The following transactions of the
Company's securities were effectuated by
Mr. Kaplan during the past 60 days:
<TABLE>
<CAPTION>
Transaction Date Quantity Purchase Price
----------- ---- -------- --------------
<S> <C> <C> <C>
Acquisition of
shares upon the
exercise of options September 22, 2000 210,000 shares $0.115
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Voting Trust Agreement, dated March 31, 2000, between
Mr. Kaplan and Electrum LLC
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
October 3, 2000
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Date:
/s/ Thomas S. Kaplan
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Signature
Thomas S. Kaplan
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
