UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
CHIEF CONSOLIDATED MINING COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
168628 10 5
(CUSIP Number)
FAY M. MATSUKAGE, ESQ., 4582 S. ULSTER ST. PKWY. #201, DENVER, CO 80237,
303-721-9495
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
SEPTEMBER 11, 1995
(Date of Event which Requires Filing of this Statement)
If the 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 [ ].
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
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).
SEC 1746 (12-91)
<PAGE>
CUSIP NO. 168628 10 5 PAGE 2 OF 7 PAGES
SCHEDULE 13D
1 NAME OF REPORTING PERSON AKIKO GOLD RESOURCES LTD.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 84-1319808
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU-
ANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA
NUMBER OF 7 SOLE VOTING POWER
SHARES BENE 280,000 SHARES
FICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORT -0-
ING PERSON
WITH 9 SOLE DISPOSITIVE POWER
280,000 SHARES
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,000 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 168628 10 5 PAGE 3 OF 7 PAGES
ITEM. 1 SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the Common
Stock of Chief Consolidated Mining Company (the "Issuer"). Its principal
executive offices are located at 866 Second Avenue, New York, New York 10017.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Akiko Gold Resources Ltd. ("Akiko"), a
British Columbia corporation, which is engaged in mining operations. Its
principal office is located at Suite 709 - 700 West Pender Street, Vancouver,
British Columbia, Canada V6C 1G8.
(a) - (c) The following is a list of directors, executive
officers, and control persons of Akiko, their business
addresses (if other than the principal office of Akiko), their
positions held with Akiko, and their present principal
occupations, as of September 11, 1995:
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS POSITION HELD WITH AKIKO PRINCIPAL OCCUPATION
<S> <C> <C>
President from May 1993 to
Stephen E. Flechner Chairman and present.
1800 Glenarm Place, Suite 210 President and Also President, CEO, and di
Denver, Colorado 80202 Chief Executive Officer rector of North Lily Mining
Company (mining company),
1800 Glenarm Place, Suite
210, Denver, Colorado 80202.
Herbert K. Fredrickson Director and President, Grout Tech Inc.
RR2 Engineering Consultant (mining consulting company),
Kemble, Ontario N0H 1S0 RR2, Kemble, Ontario N0H
1S0 CANADA, 1982 to pres
ent.
Raymond E. Irwin Director and May 1993 to present.
1800 Glenarm Place, Suite 210 Vice President Exploration Also, Vice President and direc
Denver, Colorado 80202 tor of North Lily Mining Com
pany (mining company), 1800
Glenarm Place, Suite 210,
Denver, Colorado 80202
Paul C. MacNeil Director Partner, Campney & Murphy
2100-1111 West Georgia St. (law firm), 2100-1111 West
Vancouver, B.C. V7X 1K9 Georgia St., Vancouver, Brit
CANADA ish Columbia V7X 1K9
CANADA.
Roland H. Ridler Director and President of Roland H. Ridler
2 Shaughnessy Blvd. Consulting Geologist and Associates Inc. (independ
Willowdale, Ontario M2J 1H5 ent geological consultants), 2
CANADA Shaughnessy Blvd.,
Willowdale, Ontario M2J 1H5,
CANADA.
</TABLE>
<PAGE>
CUSIP NO. 168628 10 5 PAGE 4 OF 7 PAGES
(d) During the past five years none of Akiko, its directors, executive
officers, and control persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemean ors).
(e) During the past five years none of Akiko, its directors, executive
officers, and control persons has been party to a civil proceeding of a
judicial or administrative body as a result of which a judgment,
decree, or final order has been issued enjoining future violations of,
or prohibiting or mandating activities subject to, United States
federal or state securities laws or finding any violation with respect
to such laws.
(f) The citizenship of all the directors, executive officers, and control
persons of Akiko is Canadian, with the exception of Messrs. Flechner
and Irwin.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In September, 1994, Akiko purchased a total of 285,000 shares of the Issuer's
common stock for $1,140,000 in cash. The funds with which Akiko purchased these
shares were obtained from subscriptions for treasury stock in the capital of
Akiko, which included the exercise of stock options by Messrs. Flechner, Irwin,
and Ridler and private placement subscriptions by Messrs. Michael Levinson,
Yasuo Takahashi, and Flechner and EBC Zurich AG.
In May, 1995, Akiko sold 200,000 units for (U.S.) $1,000,000. Each unit included
one share of the Issuer's common stock, along with shares and warrants for the
Company's common stock.
In June, 1995, Akiko purchased an additional 250,000 shares of the Issuer's
common stock for $1,000,000 in cash. The funds which Akiko received from the
sale of the 200,000 units in May, 1995, was used to purchase the 250,000 shares
of the Issuer, pursuant to Akiko's option under the March 11, 1994 agreement.
Between August 23, 1995, and August 28, 1995, Akiko sold a total of 55,000 units
for (U.S.) $275,000. The August 28, 1995, units consisted of three common shares
of the Company, three warrants for an additional share of the Company's common
stock, and one common share of the Issuer's common stock. The August 23, 1995,
and August 24, 1995, sales consisted of 2.5 shares of the Company, two
non-transferable share purchase warrants, and one share of the Issuer's common
stock.
On September 11, 1995, Akiko entered into an agreement with Korea Zinc Company,
Ltd. ("Korea Zinc") assigning Akiko's right to purchase an additional 500,000
shares of the Issuer's common stock.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Akiko is holding its shares of the Issuer for investment purposes and
plans to transfer or sell the shares as necessary. Akiko no longer has
the right to acquire an additional 500,000 shares of common stock of
the Issuer pursuant to the agreement with Korea Zinc. Akiko entered
into the agreement with Korea Zinc to provide additional funding to
Akiko, and to assist Akiko with meeting its obligations under Akiko's
agreement with the Issuer.
<PAGE>
CUSIP NO. 168628 10 5 PAGE 5 OF 7 PAGES
None of Akiko, its directors, executive officers, and control persons has any
other present plans or proposals which relate to or would result in:
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any subsidiary
thereof; however, in the event that Akiko proposes to control or merge
with or into the Issuer, Korea Zinc will support Akiko, provided the
tems of the merger are satisfactory to Korea Zinc;
(c) a sale or transfer of a material amount of assets of the Issuer or any
subsidiary thereof;
(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 divided policy of
the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or bylaws 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 stock
exchange or to cease to be authorized to be quoted on NASDAQ;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Akiko will continue to review its investment in
the Issuer and reserves the right to change its intention with respect to any or
all of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of September 11, 1995, Akiko owned beneficially and of record
280,000 shares (5.9%) of the Issuer's common stock. Akiko no longer has
the right to purchase an additional 500,000 shares. Akiko entered into
an agreement with Korea Zinc, dated September 11, 1995, which gave
Korea Zinc the right to purchase the additional 500,000 shares of the
Issuer, in exchange for a portion of Akiko's ownership in the joint
venture with the Issuer.
<PAGE>
CUSIP NO. 168628 10 5 PAGE 6 OF 7 PAGES
As of September 11, 1995, officers and directors of Akiko owned the
Issuer's common stock as follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES HELD PERCENT OF CLASS
---- --------------------- ----------------
<S> <C> <C>
Stephen E. Flechner 0 0
Herbert K. Fredickson 0 0
Raymond E. Irwin 0 0
Paul C. MacNeil 0 0
Roland H. Ridler 0 0
</TABLE>
(b) Akiko has the sole power to vote and to dispose of its shares.
(c) During the period between August 28, 1995, and September 11, 1995,
Akiko did not have any transactions in the stock of the Issuer.
(d) 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,
Akiko's shares of common stock.
(e) Akiko continues to be the beneficial owner of more than five percent of
the outstanding common stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On March 11, 1994, the Issuer and Akiko entered into an agreement which provided
for the acquisition by Akiko of an interest in certain properties owned by the
Issuer and up to 1,035,000 shares of the Issuer's common stock, and a joint
venture arrangement between the Issuer and Akiko. The joint venture arrangement
pertains to the operation of mining properties in the Tintic Mining District in
Juab and Utah counties, Utah.
On September 11, 1995, Akiko and Korea Zinc entered into an agreement which
allows Korea Zinc to earn 50% of the interest granted to Akiko under the
agreement with the Issuer. Pursuant to the agreement with Korea Zinc, Akiko
assigned the right to 500,000 shares of the Issuer's common stock
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the March 11, 1994, agreement described in Item 6 above was filed as
an exhibit with the Schedule 13D dated September 30, 1994.
A copy of the September 11, 1995, agreement with Korea Zinc described in Item 6
above is filed as an exhibit to this document.
<PAGE>
CUSIP NO. 168628 10 5 PAGE 7 OF 7 PAGES
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.
AKIKO GOLD RESOURCES LTD.
Date: 24 February 1997 By:/s/Stephen E. Flechner
Stephen E. Flechner, President and
Chief Executive Officer
I13D-9-95.AMD
<PAGE>
[AKIKO GOLD RESOURCES LTD. LETTERHEAD]
VIA FAX MAIL: 011-82-2-514-5038
September 11, 1995
To: Honorable Board of Directors From: S.E. Flechner, President
Korea Zinc Company, Ltd. Akiko Gold Resources Ltd.
PROPOSAL FOR TINTIC PROJECT FINANCING
Akiko has the right to earn a 50% joint venture interest in and be operator of
the Tintic, Utah project (including the Burgin lead/zinc/silver plus gold
deposit, related mining and production facilities, the land and early state
exploration targets) pursuant to Akiko's letter agreement (the "Agreement") of
March 11, 1994 (as amended) with property owner. Chief Consolidated Mining
Company. In order to earn the aforesaid 50% interest, the agreement obligates
Akiko to fund the first $10 million US of the anticipated $40 million necessary
to achieve production.
Akiko has completed Phase I activities under the Agreement (essentially due
diligence) and is satisfied with the results thereof. Akiko has also funded $2
million US of reserve expansion drilling and prefeasibility work (Phase II under
the Agreement) and has received 500,000 private placement shares of Chief
Consolidated as contemplated in Section 3 (b)(ii) of the Agreement (200,000 of
those Chief shares were resold by Akiko to help fund the above investment).
Korea Zinc has briefly visited the project, received and reviewed project data,
and has discussed project information with Akiko and Chief representatives. It
is now proposed that Korea Zinc proportionately earn a 25% interest (half of
Akiko's 50% interest) by acquiring half of Akiko's project subsidiary or the
equivalent thereof on the following terms:
1. Korea Zinc agrees to fund the next $4 million US of work by:
(a) depositing $2 million US into Akiko's account in time for
Akiko to transfer such amount to Chief by September 30, 1995
in payment for 500,000 private placement shares of Chief (the
"Phase III Shares") as contemplated by Section 3(e)(i) of the
Agreement. The Phase III Shares shall be issued in the name of
and delivered to Korea Zinc or its nominee promptly following
such payment. It is understood that Chief will use the
aforesaid $2 million US to fund the Phase III activities as
contemplated by the Agreement. If Akiko prefunds the purchase
of any of the Phase III Shares prior to September 30, 1995 it
will promptly transfer and deliver such shares to Korea Zinc
or its nominee upon receipt of the $2 million US from Korea
Zinc and Akiko shall be entitled to reimburse itself for such
repayment out of such funds and pay the balance to Chief as
payment for the remaining Phase III Shares;
(b) agreeing to timely fund the next $2 million US of the post
Phase III work contemplated by Section 3(d) of the Agreement
on an accelerated basis, such funding to be conditional only
on the prior completion of an agreed phase of work, which
phase shall be mutually agreed upon by Akiko, Chief and Korea
Zinc prior to September 30, 1995.
[initials]
<PAGE>
2 - Korea Zinc and Akiko then fund the remaining $4 million US balance of
$10 million US earn-in proportionately on basis of $1 million US by
Korea Zinc and $3 million US by Akiko, on accelerated basis pursuant to
1996 project feasibility (giving each company a 25% interest for
funding $5 million US, and each having received 500,000 Chief shares
for which it made payment). Korea Zinc shall have a timely right of
first refusal to participate in any financing carried out by Akiko in
connection with funding Akiko's $3 million earn-in balance.
3 - In exchange for the finding agreed to be provided by Korea Zinc
pursuant to 1 above, Akiko agrees to negotiate in good faith
exclusively with Korea Zinc to complete, execute and deliver definitive
agreement consistent with this proposal by November 30, 1995. Koria
Zinc will similarly negotiate in good faith and complete its due
diligence prior to November 30, 1995. If Korea Zinc for any reason
determines not to go forward with definitive agreement at any time
prior to November 30, 1995, it will immediately notify Akiko in
writing. In such event, Akiko would be obligated to repay Korea Zinc
all funding provided by Korea Zinc (pursuant to 1 above) on the 180th
day after receipt of Korea Zinc's notice. Korea Zinc would then
immediately after such repayment transfer to Akiko the Phase III
Shares. Akiko would have no further claim or demand against Korea Zinc
for Korea Zinc's decision not to go forward with the project. It is
understood that Korea Zinc cannot give such notice until after it has
performed its funding obligation under 1(a) above and has agreed to
perform the funding in 1(b) above.
4 - In consideration for Akiko having shared project information and
analysis with Korea Zinc and having funded the first (highest risk) $2
million US of work, and in order to provide working capital to assist
Akiko in staffing appropriate technical expertise, Korea Zinc will:
(a) Invest $1 million US in Akiko securities not later than
December 15, 1995 at price to be negotiated in good faith in
relation to market.
(b) Not acquire (directly or indirectly) any interest in the
project for three years except through or together with Akiko
or upon Akiko's written consent in its discretion.
(c) Support Akiko in the event that Akiko proposes to control or
merge with or into Chief provided the terms of such merger are
satisfactory to Korea Zinc, acting reasonably.
(d) Cooperate with Akiko in seeking Chief's agreement that Akiko
or its designated management team be the operator before
commencement (instead of upon completion) of feasibility
study.
Other than with respect to paragraph (b) above which shall survive
termination of this agreement by Korea Zinc, the obligations of Korea
Zinc under this Section 4 are subject to Korea Zinc and Akiko entering
into the definitive agreement referred to above by November 30, 1995.
5 - Funding/project finance after the $10 million US earn-in will be 25%
Korea Zinc, 25%Akiko, and 50% Chief; and each party will effectively
own its respective percentage interest or the equivalent thereof of the
project mineralization, facilities and land. Akiko and Korea Zinc shall
[initials]
<PAGE>
cooperate and use their reasonable best efforts to negotiate, settle
and execute a definitive three way joint venture agreement with Chief
concerning the project by November 30, 1995.
6 - Korea Zinc will agree to be available to process Tintic project
concentrates at competitive prices if agreed by the parties owning the
project.
7 - Akiko provides Korea Zinc with a timely right of first refusal to joint
venture Akiko's interest in all other projects consisting substantially
of lead or zinc that are pursued by Akiko during the next 5 years
anywhere in the world.
If the above is acceptable, please date, sign and return by fax; this will then
be the agreement (subject to routine approval by the Vancouver Stock Exchange)
between us, replacing any other agreements between us until this is replaced by
the more detailed, definitive agreement references above (or until Korea Zinc
gives Akiko the notice of termination referenced above).
Akiko confirms to Korea Zinc that the Agreement with Chief is in good standing,
that all of the approvals referred to in Sections 19 and 20 thereof have been
obtained and that Akiko has the right to grant to Korea Zinc the right to earn a
25% interest in the project as contemplated by this agreement.
Korea Zinc's obligations hereunder shall be subject to Akiko delivering to Korea
Zinc as soon as possible prior to September 26, 1995 a copy of the approval of
this agreement by the Vancouver Stock Exchange and a letter from Chief
confirming that the Agreement with Chief is in good standing and that Akiko is
not in breach of any material provision of that Agreement and that Chief has no
objection to Korea Zinc acquiring a 25% interest in the project as contemplated
in this agreement and will accept Korea Zinc's commitment in paragraph 1(b)
hereof to fund $2 million of post Phase III work as satisfying the requirement
of the Agreement that a substantial company commit such amount for that purpose
by September 30, 1995.
We appreciate the opportunity to work with Korea Zinc and we look forward to a
mutually beneficial and growing relationship.
Sincerely,
AKIKO GOLD RESOURCES LTD. AGREED AND ACCEPTED:
KOREA ZINC COMPANY, LTD.
/S/ STEPHEN E. FLECHNER BY /S/ JAE-KOO LEE
Stephen E. Flechner, President
JAE-KOO LEE, PRESIDENT
---------------------------
DATED SEPTEMBER 11, 1995 name title
Dated September 13, 1995
