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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Chief Consolidated Mining Company
---------------------------------
(Name of Issuer)
Common Stock, par value $.50 per share
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(Title of Class of Securities)
168628 10 5
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(CUSIP Number)
October 30, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 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).
(Continued on following pages)
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CUSIP No. 168628 10 5 13G Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
William E. Simon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 357,150
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 250,000
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 357,150
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 250,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,150
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
(See instructions) |X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
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12 TYPE OF REPORTING PERSON (See instructions)
IN
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WCP5: 65204/1
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CUSIP No. 168628 10 5 13G Page 3 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Alham, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 250,000
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 250,000
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
(See instructions) |X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
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12 TYPE OF REPORTING PERSON (See instructions)
CO
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CUSIP No. 168628 10 5 13G Page 4 of 7 Pages
Item 1.
(a) Name of Issuer: Chief Consolidated Mining Company
(b) Address of Issuer's Principal Executive Offices:
500 Fifth Avenue South, Suite 1021
New York, NY 10110
Item 2.
(a) Name of Person Filing:
(A) William E. Simon
(B) Alham, Inc.
(b) Address of Principal Business Office or, if none, Residence:
(A) and (B) 310 South Street, Morristown, NJ 07962-1913
(c) Citizenship:
(A) United States
(B) Delaware
(d) Title of Class of Securities: Common Stock, par value $.50
per share
(e) CUSIP Number: 168628 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) |_| Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment adviser in accordance with ss.240.13d-1
(b)(1)(ii)(E);
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CUSIP No. 168628 10 5 13G Page 5 of 7 Pages
(f) |_| An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) |_| A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 18a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
(A) Mr. Simon beneficially owns 607,150 shares, of which
357,350 shares are owned directly by Mr. Simon and
250,000 shares are owned by Alham, Inc. Mr. Simon has
shared power to direct the vote and disposition of
all shares held by Alham, Inc. by virtue of his
ownership of 29% of the voting stock of Alham, Inc.
Mr. Simon has a pecuniary interest in an additional
7,150 shares held in a trust of which he is an income
and principal beneficiary. Mr. Simon disclaims
beneficial ownership of these shares because he has
no power to vote or dispose these shares.
(B) Alham, Inc. beneficially owns 250,000 shares, all of
which are held directly by Alham, Inc. Alham, Inc.
disclaims beneficial ownership of shares owned
directly by Mr. Simon, but is included as a reporting
person because it may be considered a member of a
group including itself and Mr. Simon due to the fact
that Mr. Simon has shared power to direct the voting
and disposition of shares owned by Alham, Inc.
(b) Percent of Class:
(A) 8.7%
(B) 3.6%
(c) Number of shares as to which the reporting person has:
(i) sole power to vote or to direct the vote:
(A) 357,150
(B) 250,000
(ii) shared power to vote or to direct the vote:
(A) 250,000
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CUSIP No. 168628 10 5 13G Page 6 of 7 Pages
(B) 0
(iii) sole power to dispose or to direct the disposition of:
(A) 357,150
(B) 250,000
(iv) shared power to dispose or to direct the disposition
of:
(A) 250,000
(B) 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired for the
purpose of or with the effect of changing or influencing the control of
the issuer of such securities and are not held in connection with or as
a participant in any transaction having such purposes or effect.
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CUSIP No. 168628 10 5 13G 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.
Date: November 9, 1998
William E. Simon
By: /s/ J. Peter Simon
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Attorney-in-Fact
ALHAM, INC.
By: /s/ Christine W. Jenkins
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Christine W. Jenkins
Vice President
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Exhibit 99.1
POWER OF ATTORNEY
Including Power to make Charitable and Other Gifts
Know All Men By These Presents:
that I, WILLIAM E. SIMON, residing at T-Bill Ranch, 4000 Highway 154, Santa
Barbara, California, do hereby constitute and appoint any one of the following
two individuals: WILLIAM E. SIMON, JR., 543 Toyopa Drive, Pacific Palisades,
California; J. PETER SIMON, Hidden Pond Farm, Village Road, Green Village, New
Jersey, my Attorneys-in-Fact, and each of them my Attorney-in-Fact, for me and
in my name, place and stead, to make, sign, seal, endorse, accept, execute,
acknowledge and deliver any and all contracts, agreements, specialties,
acquittances, assignments, leases, transfers, deeds, instruments of conveyance,
mortgages, bonds, notes, checks, drafts, bills of exchange, orders for the
payment of money and other instruments and obligations of every kind, whether of
a similar or a different nature; and generally to do all things which in the
judgment of said Attorneys are necessary or advisable to be done for me or on my
behalf, either within the State of New Jersey or elsewhere in the world, in
connection with my affairs and business or in connection with my property as
hereinafter defined; and in particular,without in any way limiting the broad and
general powers which it is my intention to confer upon said Attorneys, on my
behalf and for my account, and either in my name or otherwise:
(1) to receive all dividends and interest which may be or
become payable on any shares of stock, bonds, notes or other securities
as hereinafter defined;
(2) to buy and sell stocks, bonds and other securities and
commodities and other property through any firm or firms of brokers or
otherwise, and to pay customary brokerage and other commissions and
expenses in connection therewith;
(3) to vote as my proxy at any meeting of a corporation,
association or other entity, or of securityholders of a corporation,
association or other entity, in respect of any stock or other
securities held by me and for that purpose to sign any proxy or other
instrument;
(4) to commence and carry on, or to defend, all actions, suits
or other proceedings which affect or may affect anything in which I or
my property may be in any wise concerned, and to settle or discontinue
the same;
(5) to demand, sue for, enforce payment of and receive and
give discharges for all money, debts, rents and other claims of every
kind belonging to me;
(6) to settle, compromise or submit to arbitration all
accounts, claims and disputes between me and any other person as herein
defined;
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(7) to deposit all income and other moneys becoming payable to
me or realized from my property with any bank, trust company,
partnership or other person, as said Attorneys shall deem advisable,
and to withdraw, by check or otherwise, and invest the same in such
investments, or to use the same for such other purposes as said
Attorneys shall deem advisable;
(8) to make such arrangements for the custody or safekeeping
of any or all of my property as said Attorneys shall deem advisable,
and from time to time to change or terminate any arrangements for such
custody or safekeeping which have heretofore been or shall hereafter be
made;
(9) to consent to and participate in any reorganization,
liquidation, merger, consolidation or readjustment of any corporation,
association or other entity the stocks or other securities of which I
may hold, and in connection therewith to exchange such securities for
new securities and to make such payments or other commitments as said
Attorneys shall deem advisable;
(10) to pay, out of my funds, any and all debts, taxes,
expenses and amounts now or hereafter owing, or believed by said
Attorneys to be owing, by me to any person;
(11) to borrow money in such amounts as said Attorneys shall
deem advisable, and to execute therefor notes, bonds or other
obligations on such terms as said Attorneys shall deem advisable;
(12) to give security for any money so borrowed by the
mortgage or pledge of any of my property and to execute, acknowledge
and deliver such instruments as said Attorneys shall deem appropriate
to make such mortgage or pledge effective;
(13) to sell, convey, exchange or otherwise dispose of any or
all of my real estate, leases, leaseholds or other property partaking
of the nature of real estate, for such prices and upon such terms and
conditions, and either with or without covenants and restrictions and
either at private or public sale, all as said Attorneys shall deem
advisable, and to sign, seal, execute, acknowledge and deliver
contracts of sale or exchange, assignments and deeds or other
instruments of conveyance, and to mortgage, develop, alter, repair,
improve, insure, let or lease, manage and otherwise deal with any of
such real estate or other property and each and every part thereof, in
such manner and to such extent and for such length of time and upon
such terms and conditions as said Attorneys shall deem advisable;
(14) to make, execute and file any and all declarations,
returns, waivers, consents and other instruments or forms relating to
Federal, State, municipal and other taxes or assessments, including
income, property, excise and other taxes of whatever nature and whether
imposed by any domestic or by any foreign authority, and in connection
with any such taxes or assessments due or claimed or believed to be due
from
2
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me or in respect of any property or rights which I may own or in which
I may have any interest, to appear and represent me before the United
States Treasury Department, or the Internal Revenue Service, or any
representatives thereof, or the State Tax Commission of New Jersey or
any other governmental or municipal body or authority of whatever
nature, domestic or foreign, or any representatives of any thereof, and
to conduct and transact any case, claim or matter whatsoever before
said Department, Service, Commission or other body or authority or the
representatives of any thereof in respect of any and all things
pertaining to any such taxes or assessments, and in connection
therewith to exercise all such rights and privileges, and to have such
access to all records and papers, as I might exercise or have;
(15) to have access to any and all safe deposit boxes or
vaults held by me or in my name and to withdraw the contents thereof;
(16) on such terms as said Attorneys shall deem advisable, to
appoint agents or hire employees or retain legal counsel or other
advisors for the purpose of carrying out any action authorized by this
instrument and to revoke any such appointment or hiring or retainer;
and
(17) to execute in my name all instruments of any kind which
said Attorneys shall deem advisable or convenient for the exercise of
any of the powers conferred by this instrument.
Wherever used in this instrument, the term "securities" shall mean and
include bonds, notes, debentures, mortgages, obligations, warrants and stocks of
any kind or class, and such other evidences of indebtedness and certificates of
interest as are usually referred to by the term "securities"; the term
"property" shall mean and include real, personal and mixed property of every
kind and wherever situate (including, without limiting the generality of the
foregoing, securities as above defined) and shall include every kind of right,
title and interest, legal or equitable and whether beneficial or otherwise, in
or to any of the foregoing; and the term "person" shall mean and include any
individual, corporation, association, partnership, government, bureau, agency or
other entity, whether domestic or foreign, of any kind and whether acting on
his, her or its own or in any fiduciary or other capacity or interest.
I hereby give and grant to said Attorneys full power and authority to
make gifts on my behalf (i) to charitable organizations in the form of cash or
property or interests in property provided that in the judgment of said
Attorneys such gifts are deductible for tax purposes, and/or (ii) to individuals
to trustees or to custodians under the Uniform Gifts to Minors Act in the form
of cash or property or interests in property, whether in amounts equal to the
annual exclusion for gift tax purposes or in greater or lesser amounts.
I hereby give and grant to said Attorneys full power and authority to
place all or any part of my assets in a revocable trust of which I shall be the
sole beneficiary (but with power of withdrawal reserved to my said Attorneys for
any purpose authorized or permitted under this
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power of attorney) with remainder payable to my estate, in such form as may be
approved by Mr. Michael B. Lenard or by my regular legal counsel, with any one
or more individuals (including one or more of my said Attorneys) and/or a
corporation as trustee or trustees thereof.
The authority granted by this instrument shall extend not only to all
property which I now own or possess but also to all property which, while this
power of attorney shall continue in force and unrevoked, I or said Attorneys,
acting hereunder, shall acquire by purchase, exchange, gift, devise, bequest or
in any other manner.
Each of said Attorneys shall have full power to appoint a substitute or
substitutes to exercise in his place and stead, and as my attorney-in-fact or
attorneys-in-fact, any or all of the powers (including the powers granted by
this paragraph) which by this instrument I have conferred upon said Attorneys,
and at the pleasure of said Attorney to revoke any such appointment.
I hereby give and grant to said Attorneys full power and authority to
do and perform every act or thing which said Attorneys shall deem necessary or
advisable in and about the premises as fully to all intents and purposes as I
could do if I were personally present and acting and I hereby ratify and confirm
all that said Attorneys any substitute or substitutes appointed as above
provided shall lawfully do or cause to be done by virtue hereof.
Each of said Attorneys and each substitute, if any, appointed as above
provided shall have all the powers, including discretionary powers, which are
granted to said Attorneys by any of the provisions of this instrument and,
acting alone and without notice to anyone, may exercise any or all of said
powers in the same manner and with the same effect as if appointed by this
instrument as my sole Attorney-in-Fact.
THIS POWER OF ATTORNEY SHALL NOT BE AFFECTED BY MY SUBSEQUENT
DISABILITY OR INCOMPETENCE.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day
of November, 1996.
/s/ William E. Simon
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WILLIAM E. SIMON
In the presence of:
/s/ [Illegible]
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Witness
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STATE OF NEW JERSEY )
) SS.:
COUNTY OF MORRIS )
On this 15th day of November, 1996, before me personally came, WILLIAM
E. SIMON, to me known to be the individual described in and who executed the
foregoing power of attorney, and acknowledged that he executed said instrument.
/s/ D. Serrano
-------------------------
Notary Public
D. Serrano
Notary Public of New Jersey
My commission expires
February 14, 2000
5
