UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
CHIEF CONSOLIDATED MINING COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
168628 10 5
(CUSIP Number)
FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, SUITE 300, DENVER, CO 80203,
303-777-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MAY 13, 1997
(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
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH COLUMBIA
NUMBER OF 7 SOLE VOTING POWER
SHARES BENE 204,000
FICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORT -0-
ING PERSON
WITH 9 SOLE DISPOSITIVE POWER
204,000 SHARES
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,000 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5 %
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 500 Fifth Avenue, Suite 1021, New York, New
York 10110.
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 May 13,
1997:
<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 May 1997.
1800 Glenarm Place, Suite 210 Chief Executive Officer Also President, CEO, and di-
Denver, Colorado 80202 rector of North Lily Mining Company
(mining company), 1800 Glenarm Place,
Suite 210, Denver, Colorado 80202.
Stanley K. Hamilton President and Chief Operat President and Chief Operating
1800 Glenarm Place, Suite 210 ing Officer Officer from May 1997 to
Denver, Colorado 80202 present.
Derek Bartlett Director President of Braddick Re
55 Elm Drive, West, Suite 113 sources Ltd. and Blue Emerald
Mississauga Ontario L5M 1K8 Resources. Director of Diadem
CANADA Resources (all mining compa
nies). All of these companies
are located at 55 Elm Drive,
West, Suite 113, Mississauga
Ontario L5M 1K8, CANADA
Paul C. MacNeill 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.
</TABLE>
(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 misdemeanors).
<PAGE>
CUSIP NO. 168628 10 5 PAGE 4 OF 7 PAGES
(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 Hamilton.
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.
In September, 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.
On September 21, 1995, Akiko also transferred 12,000 shares of the Issuer's
common stock to an individual in compensation for services at $4.00 per share.
On May 13, 1996, in compensation for services, Akiko transferred 5,000 shares,
at a price of $4.00 per share, to Mr. Flechner and 8,000 shares at a price of
$4.00 per share to two consultants.
Between January 6, 1997 and February 13, 1997, Akiko sold 40,000 shares of the
Issuer's common stock in the open market at prices ranging from $6.63 to $7.38
per share. Between May 8, 1997 and May 12, 1997, Akiko sold an additional 11,000
shares in the open market at prices ranging from $5.25 to $5.50.
<PAGE>
CUSIP NO. 168628 10 5 PAGE 5 OF 7 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
(a) Akiko is holding its shares of the Issuer for investment purposes but
may 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.
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.
<PAGE>
CUSIP NO. 168628 10 5 PAGE 6 OF 7 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 13, 1997, Akiko owned beneficially and of record 204,000
shares (3.5%) of the Issuer's common stock.
As of May 13, 1997, 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
Stanley K. Hamilton 0 0
Paul C. MacNeill 0 0
Derek Bartlett 0 0
</TABLE>
(b) Akiko has the sole power to vote and to dispose of its shares.
(c) During the period between September 11, 1995, and May 13, 1997 Akiko
did not have any transactions in the stock of the Issuer, other than
those described above in Item 3.
(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 no longer is 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 was filed as an exhibit to with the Schedule 13D dated September 11, 1995.
<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: May 15,1997 By:/s/Stanley K. Hamilton
Stanley K. Hamilton, President and
Chief Operating Officer
I13D-5-97.AMD
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