U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
1
x Annual report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee required)
For the fiscal year ended December 31, 1997
Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee required)
For the transition period from to
Commission file number 1-1761
CHIEF CONSOLIDATED MINING COMPANY
(Name of Small Business Issuer in its Charter)
Arizona 87-0122295
(State or Other Jurisdiction (I.R.S.
Employer
of Incorporation or Organization)
Identification No.)
500 Fifth Avenue, New York, New York 10110
(Address of Principal Executive Offices) (Zip
Code)
(212) 354-4044
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange
Act:
Name of Each Exchange
Title of Each Class on which Registered
Common stock, $0.50 par value The NASDAQ Stock Market SM
Pacific Exchange
Securities registered under Section 12(g) of the Exchange
Act:
None
(Title of Class)
Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in
reponse to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
KSB or any amendments to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year.
$85,893
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)
$27,762,000 as of March 11, 1998.
Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may
calculate the aggregate market value of the common equity held by
non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court.
Yes No
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date.
Class Outstanding at March 11, 1998
Common Stock $0.50 par value 6,505,709
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference;
briefly describe them and identify the part of the Form 10-KSB
(e.g., Part 1, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2)
any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 ("Securities Act"). The listed documents should be clearly
described for identification purposes (e.g., annual report to
security holders for the fiscal year ended December 24, 1990):
PART I
Item 1. Description of Business.
General.
Registrant is a corporation formed under the laws of Arizona
in 1909. Registrant's mining office is located in Eureka, Juab
County, Utah 84628. In March 1997, registrant moved its
executive office in New York City to 500 Fifth Avenue, New York,
NY 10110. Registrant has a total of four employees, including a
mine manager employed in Utah and three employees in New York.
Six of registrant's employees are now employed by Tintic Utah
Metals LLC in Utah, as described hereinbelow.
Registrant is the owner of, or has a vested interest in,
approximately 14,500 acres of patented mining ground in the
Tintic Mining District, Juab and Utah Counties, and approximately
200 acres of unpatented mining claims in the same area.
Registrant, through a wholly owned subsidiary, is the owner of an
additional 2,554 acres of patented mining properties also located
in the East Tintic Mining District. See "Item 2. Description of
Property.-Ownership and Interests In Acreage and Location." for
information concerning the composition and use of said
properties. Registrant holds stock interests in other companies
owning mining properties, all of which are consolidated or
unconsolidated subsidiaries of registrant. Registrant also owns
a 75% vested interest in Tintic Utah Metals LLC, a limited
liability company ("Tintic Utah Metals") formed under the
Colorado Limited Liability Company Act (the "Colorado Act") on
July 29, 1996, as the vehicle for a joint venture project for the
development of certain properties contributed by registrant to
Tintic Utah Metals. For financial reporting purposes, Tintic
Utah Metals is consolidated with registrant.
In July, 1996, registrant transferred a substantial portion
of its properties (including the Burgin Mine) to Tintic Utah
Metals in exchange for a vested 50% membership interest in Tintic
Utah Metals. The other original members of Tintic Utah Metals
were KZ Utah, Inc. ("Korea Zinc"), a wholly owned U.S. subsidiary
of Korea Zinc Co., Ltd., and, a wholly owned subsidiary of AKIKO
Gold Resources Ltd. ("Akiko"). Those two other members were to
provide initial cash capitalization to Tintic Utah Metals under
the terms of an Operating Agreement dated July 17, 1996 between
the members; however, as a result of Akiko's failure to make its
required cash contributions, Akiko lost its status as a member of
Tintic Utah Metals on October 2, 1997 (effective as of August 15,
1997) and registrant's vested membership interest in Tintic Utah
Metals was increased from 50% to 75%. By amendment to the
Operating Agreement dated March 11, 1997, Korea Zinc became the
owner of the remaining 25% membership interest in Tintic Utah
Metals. See "Operating Agreement." and "Tintic Utah Metals
LLC.", below. Beginning in 1994, and up to the time that
registrant transferred the properties to Tintic Utah Metals, mine
development work, including underground drilling and drifting,
was conducted by registrant's employees, which then numbered
fifteen in Utah, and in some instances by outside
contractors. After the transfer of the properties by registrant
to Tintic Utah Metals, Tintic Utah Metals hired its own employees
to continue the drilling and development work. See "Item 2.
Description of Property - Underground Drilling Program at Burgin
Mine". Tintic Utah Metals currently has an executive director
and eight other employees . Tintic Utah Metals entered into an
agreement with Thyssen Mining Construction of Canada, Ltd.
("Thyssen Mining") dated November 12, 1996, whereunder Thyssen
Mining will conduct preliminary engineering design, budgeting and
planning services. See "Tintic Utah Metals LLC-Agreement With
Thyssen Mining", below. In addition, registrant entered into a
letter of intent with Thyssen Mining dated November 18, 1997
relating to Tintic Utah Metals. See "Registrant's Letter of
Intent With Thyssen Mining", below.
Tintic Utah Metals LLC-Agreement With Thyssen Mining.
Tintic Utah Metals entered into an agreement dated November
12, 1996 with Thyssen Mining that contemplates several phases of
work by Thyssen. During the first phase, Thyssen Mining has been
conducting preliminary engineering design, budgeting and planning
services for the Burgin Mine shaft sinking, underground
development and contract mining, with the view towards obtaining
a bankable feasibility study. The completion of the feasibility
study is awaiting the approval by State of Utah regulatory
agencies of Tintic Utah Metal's proposed method for dewatering
below the water table of the Burgin Mine. Thyssen will be
reimbursed by Tintic Utah Metals for Thyssen's expenditures to
date only if project financing is obtained as a result of
Thyssen's feasibility work. The second phase of Thyssen's work
under the agreement, if project financing is obtained, would
involve the completion of all necessary construction and
development work, including construction of the major additional
production shaft and requisite dewatering to bring the Burgin
Mine into production. If the first two phases of the agreement
were successful, the third phase would involve Thyssen's
contracting with Tintic Utah Metals to operate the Burgin Mine
and sending Burgin ore production to Korea Zinc and/or other
smelters for smelting, as provided in the Operating Agreement.
Under the terms of the agreement with Thyssen, either Tintic Utah
Metals or Thyssen may terminate the agreement upon notice to the
other. See "Item 6. Management's Discussion and Analysis or Plan
of Operation.-PLAN OF OPERATION- Tintic Utah Metals- Burgin
Mine."for current information concerning Tintic Utah Metals's
plans to initiate a development program in the already permitted
area of the Burgin Mine above the water table.
Operating Agreement.
The Operating Agreement, executed as of July 17, 1996, as
modified by amendments dated as of March 11, 1997 and November
17, 1997 ("Operating Agreement"), encompasses the agreement
reached between registrant, Korea Zinc and Akiko to use Tintic
Utah Metals as the vehicle for a joint venture project for the
development of certain properties contributed by registrant to
Tintic Utah Metals. The vested membership interests in Tintic
Utah Metals are registrant 75% and Korea Zinc 25%; Akiko no
longer has any interest in Tintic Utah Metals. Pursuant to the
terms of the Operating Agreement, registrant has transferred to
Tintic Utah Metals, the mining rights to approximately 8,500
acres of its patented mining property in the East Tintic Mining
District of Utah, including the Burgin Mine, and approximately
200 acres of unpatented mining claims in the same vicinity. The
Operating Agreement also provides that all the business and
operations relating to the development and mining of the East
Tintic Mining District properties so transferred to Tintic Utah
Metals will be conducted by Tintic Utah Metals. Korea Zinc has
paid $3,000,000 to Tintic Utah Metals to become vested in its 25%
membership interest. See "Capital Contributions.- Initial
Capital Contributions.", below.
Any additional cash contributions by registrant and Korea
Zinc, as the members of Tintic Utah Metals, shall be made based
upon their respective membership percentage interests. The exact
amount of any additional cash contributions will depend upon the
program and budgetary requirements of Tintic Utah Metals. See
"Item 6. Management's Discussion and Analysis or Plan of
Operation.-PLAN OF OPERATION- Tintic Utah Metals- Burgin Mine-
Tintic Utah Metal's Funding Of Work To Be Done."
The primary goal of Tintic Utah Metals is to bring the
Burgin Mine back into production. The Operating Agreement
contains a comprehensive agreement between registrant and Korea
Zinc that governs the management and operation of the properties
owned by Tintic Utah Metals and each of the parties rights and
obligations as to each other. The following briefly summarizes
some of the important aspects of the Operating Agreement:
Capital Contributions.
Initial Capital Contributions: Registrant's initial
capital contribution to Tintic Utah Metals was registrant's East
Tintic Mining District properties, including the Burgin Mine, and
all equipment and other mining property and assets and all
information and data relating to same. Korea Zinc's initial
capital contribution to Tintic Utah Metals was $3,000,000 paid in
cash.
Later Capital Contributions: Registrant and Korea Zinc, as
the members of Tintic Utah Metals, make additional contributions
to fund approved programs and budgets in proportion to the
members' respective percentage interests in Tintic Utah Metals.
The failure of a member to meet its contribution requirement
could result in the dilution of that member's percentage
interest.
Management of Tintic Utah Metals.
The management of Tintic Utah Metals will be conducted by
the two members through a management committee, with each member
having its representatives on the committee. Each member will
designate one of its representatives on the committee to vote on
matters coming before the committee, which vote shall be in
proportion to the member's respective membership percentage
interest. Unless the Operating Agreement specifically provides
for a unanimous vote, the affirmative vote of the members holding
a majority of the members' percentage interests shall determine
the decisions of the management committee. A majority vote to
approve a program and budget is needed, but the approval of a
program and budget for major mining development requires the
unanimous affirmative vote of the members.
The Operating Agreement will provide that the members shall
unanimously select an operations director who shall have the
delegated power to manage, direct and control operations of
Tintic Utah Metals in accordance with programs and budgets
approved by the members' management committee and implement the
decisions of the members. The operations director shall be on
the management committee, but shall not have any vote. The
members have designated the title of Executive Director to the
operations director position.
Programs and Budgets.
The operations of Tintic Utah Metals shall be conducted,
expenses shall be incurred, and assets shall be acquired only
pursuant to approved programs and budgets. The members, through
the vote of the management committee, shall vote on proposed
programs and budgets. Funds contributed by Korea Zinc during the
initial contribution phase were used to produce information for a
feasibility study. The purpose of such a feasibility study is to
assist the members in deciding whether to bring the Burgin Mine
into production and, if a decision to produce is unanimously made
by the members, to provide the basis for a program of
development, including mine rehabilitation and construction. If
a production program is approved by the members, Tintic Utah
Metals will attempt to arrange project financing for that
production program, which financing may be secured by Tintic Utah
Metals' interest in its properties and other assets. Tintic Utah
Metals may retain consultants and other mining specialists in
connection with the various phases of its operations. See
"Tintic Utah Metals LLC-Agreement With Thyssen Mining.", above.
Tax Implications of Tintic Utah Metals.
It is the intention of the members that Tintic Utah Metals
be treated as a partnership under the Internal Revenue Code of
1986, as amended. Accordingly, registrant will include its
proportionate share of income or loss from Tintic Utah Metals in
registrant's corporation income tax return. A member's
percentage interest in Tintic Utah Metals will determine the
member`s proportionate share of income or loss, except the
Operating Agreement will provide that each member will be
allocated expense deductions emanating from the property such
member has contributed to Tintic Utah Metals. Thus, Korea Zinc
will be allocated the tax deductions that arise from its Initial
Cash Contribution and registrant will be allocated the tax
deductions that arise from its contribution of East Tintic Mining
properties, such as cost depletion, depreciation on equipment,
and development costs.
Distributions By Tintic Utah Metals.
Distributions of cash or property by Tintic Utah Metals will
be made to the members on a pro-rata basis in proportion to their
percentage interests on the date of distribution. The Operating
Agreement contains provisions that define the members rights to
receive such distributions.
Right of First Refusal.
If a member desires to sell its interest in Tintic Utah
Metals to a third party, the Operating Agreement provides the
mechanics under which the other member has the prior right to
purchase the selling member's interest on the same terms as
offered by the third party.
Projected Costs and Time Involving the Burgin Mine.
If the development work and other aspects of the Burgin
Mine's main orebody are successfully completed by Tintic Utah
Metals, including obtaining a permit issued by the State of Utah
regulatory agencies for Tintic Utah Metal's proposed method for
dewatering below the water table of the Burgin Mine, and a
production budget is agreed upon by the members and adequate
financing obtained, registrant estimates that it would be a
minimum of two years before the Burgin Mine's main orebody would
be in full production. Limited production from the Burgin Mine
could result prior to that date if economic ore can be mined
above the water table. Based upon current costs, it is estimated
that approximately $30 to $40 million of additional financing
will be required to bring the Burgin Mine into full operation.
See "Item 6. Management's Discussion And Analysis Or Plan Of
Operation.- PLAN OF OPERATION- Tintic Utah Metals- Burgin Mine."
for information concerning the current value of proven and
probable ore reserves of the Burgin Mine and Tintic Utah Metals's
plans to initiate a development program in the already permitted
area of the Burgin Mine above the water table.
Registrant's Letter of Intent With Thyssen Mining
Registrant entered into a Letter of Intent dated November
18, 1997 with Thyssen Mining that contemplates a series of
agreements and events that would include the purchase from Chief
of a 24% membership interest in Tintic Utah Metals, by a
corporation to be formed and controlled by Thyssen. Such a
purchase would have the effect of reducing registrant's current
75% vested membership interest in Tintic Utah Metals to 51%, with
the corporation controlled by Thyssen Mining owning 24%; Korea
Zinc would continue with its 25% membership interest. The terms
of the Letter of Intent call for the Thyssen Mining controlled
corporation to pay to registrant $3,500,000 for the 24%
membership interest, the said purchase price to be comprised of
$2,500,000 in cash and Thyssen's obligation to perform $1,000,000
of mining services and supplying of materials as computed at
Thyssen Mining's cost. Thyssen would also receive 125,000 shares
of registrant's unregistered restricted common stock as part of
such a purchase.
Thyssen Mining would raise the $2,500,000 cash portion of
the purchase price through a public offering of a corporation to
be formed and controlled by Thyssen. Upon receipt of the
$2,500,000 by registrant, the Letter of Intent anticipates that
registrant would loan $1,500,000 to Tintic Utah Metals in order
to provide additional working capital. Registrant would retain
the remaining $1,000,000 to be expended for its own corporate
purposes. See "Item 6. Management's Discussion And Analysis Or
Plan Of Operation.- PLAN OF OPERATION-Main Tintic Mining District
Project-Trixie Mine-Proposed Development of Properties For
Residential Use."
Thyssen Mining would be obligated to registrant to perform
the $1,000,000 worth of mining services and supplying of
materials portion of the purchase price at locations to be
selected by registrant. It is the present intention of
registrant that, if the purchase contemplated under the Letter of
Intent is consummated, it will require Thyssen Mining to perform
services and supply materials primarily for the benefit of the
Burgin Mine (owned by Tintic Utah Metals) and the Trixie Mine
(owned by registrant's wholly owned subsidiary, Chief Gold Mines,
Inc.). To the extent that registrant causes services to be
performed and materials furnished by Thyssen Mining at the Burgin
Mine, registrant will receive credit from Tintic Utah Metals for
having made additional capital contributions or loans to Tintic
Utah Metals.
The transactions contemplated under the Letter of Intent are
subject to various conditions, including: the successful
negotiations of agreements involved; corporate approvals; such
approvals of Korea Zinc as are required under the Tintic Utah
Metals's Operating Agreement; and the completion of a public
offering by a Thyssen Mining controlled corporation. There can
be no assurance that any of these conditions will be met. The
transactions contemplated under the Letter of Intent have not yet
been initiated. See "Tintic Utah Metals LLC-Agreement With
Thyssen Mining", above for a description of agreement between
Thyssen Mining and Tintic Utah Metals that is currently in
effect.
Main Tintic Mining District Project.
The area known as registrant's Main Tintic Mining District
consists of approximately 6,000 acres owned by registrant. See
"Item 2. Description of Property- Main Tintic Mining District."
In October 1996, Registrant completed an up-to-date refurbishing
of the Chief No. 2 shaft. The shaft has been opened since 1979
when it was rehabilitated by Asarco Inc. under a lease that
expired in 1984. In February 1997, as part of an underground
exploratory drilling program, a successful link-up of four
separate mines located on registrant's Main Tintic Mining
District properties was accomplished by registrant by means of
opening drifts from one of those mines, the Plutus Mine. As a
result, registrant has gained access via the Chief No. 2 shaft to
the Plutus Mine, the Eagle Mine, the Gemini Mine and the Chief
Consolidated Mine.
Prior production of metals by registrant from the four mines
that had been operated by registrant during the period 1909 to
1957 was 3.7 million tons of ore producing: 210,952 ounces of
gold; 58,395,275 ounces of silver; 455,823,630 pounds of lead;
166,711,652 pounds of zinc; and 12,626,186 pounds of copper.
Production from those mines was stopped in 1957 due to then
existing economic conditions.
Merger of South Standard Into Registrant.
Effective June 28 1996, Chief Gold Mines, Inc.("Chief Gold
Mines"), a wholly owned subsidiary of registrant, acquired 2,554
acres of patented mining properties in the East Tintic Mining
District, including the Trixie Mine, as a result of the merger of
South Standard Mining Company ("South Standard") into Chief Gold
Mines. Shareholders of South Standard approved the merger; no
approval of the merger by shareholders of registrant was
required under Arizona law. In exchange for each South Standard
share, each shareholder of South Standard received 0.3 share of
registrant's common stock. Registrant's 372,515 shares issued
pursuant to the merger terms were registered with the U.S.
Securities and Exchange Commission under a registration statement
that became effective May 8, 1996. South Standard had
outstanding 1,241,717 shares of common stock which resulted in a
6.9% increase of the number of registrant's outstanding shares at
the time the merger was approved by South Standard shareholders.
No shareholders of South Standard exercised the right to dissent
from the merger that was available to them under Utah law. The
market value for the 372,515 shares of registrant's common stock
issued to the South Standard shareholders as a result of the
merger was approximately $3.4 million on June 21, 1996, the date
approval was given.
See "Item 2. Description Of Property- Mining Properties
Received As Result of Merger." and "Item 6. Management's
Discussion And Analysis Or Plan Of Operation.- PLAN OF OPERATION-
Trixie Mine."
Item 2. Description of Property.
Ownership and Interests In Acreage and Location.
Registrant is the owner of, or has a vested interest in,
approximately 14,500 acres of patented mining ground in the
Tintic Mining District, Juab and Utah Counties, and approximately
200 acres of unpatented mining claims in the same area.
Registrant, through its wholly owned subsidiary, Chief Gold
Mines, Inc., is the owner of an additional 2,554 acres of
patented mining properties, also located in the East Tintic
Mining District. Title to patented mining ground is land owned
in fee and vested in the owner thereof; unpatented mining claims
are possessory rights to land owned by the U.S. Government and
are subject to annual rental payments and other conditions as to
validity. The location of these properties and the nature of
registrant's ownership and interests are as follows:
East Tintic Mining District. Consists of approximately
11,054 acres of patented ground and 200 acres of unpatented
mining claims. Pursuant to the terms of the Operating Agreement,
registrant transferred ownership of approximately 8,500 acres of
its patented ground and 200 acres of unpatented mining claims to
Tintic Utah Metals. See "Item 1. Description of Business.-
General.- Tintic Utah Metals LLC Agreement With Thyssen Mining.-
Operating Agreement." for a description of Tintic Utah Metals,
registrant's vested 75% membership interest Tintic Utah Metals,
various terms of the Operating Agreement, the amount of Initial
Cash Contribution made by Korea Zinc and other aspects of Tintic
Utah Metals.
Included within the East Tintic Mining District properties
transferred by registrant to Tintic Utah Metals, is the Burgin
Mine that was operated by Kennecott Corporation ("Kennecott")
from 1966 to 1978, as part of property that Kennecott had leased
from registrant and other co-lessors under a Unit Lease ("Unit
Lease"), and a concentrating mill and various other buildings and
support facilities that were built by Kennecott on the property
that was then leased by Kennecott. In 1978, the Burgin Mine
properties were returned to registrant; in 1980 registrant leased
the underground mining rights to the Burgin Mine to Sunshine
Mining Company ("Sunshine'); in 1983 Kennecott sold its interest
in the Unit Lease to Sunshine Mining Company ("Sunshine'); and,
in 1992 both the Unit Lease and registrant's lease with Sunshine
were terminated and the Burgin Mine properties were returned to
registrant free of any lease. See "Item 1. Description of
Business.-Operating Agreement." for information on Burgin Mine
and registrant's vested interest in Tintic Utah Metals.
Main Tintic Mining District. Consists of approximately
6,000 acres of patented mining ground owned by registrant and is
not a part of the Operating Agreement or Tintic Utah Metals.
This acreage in the Main Tintic Mining District includes several
sites targeted by registrant for future exploration and
development. Included is the Plutus Mine upon which registrant
initiated exploratory drilling in 1996 that continued into 1997.
See "Item 1. Description of Business.-Main Tintic Mining District
Project." and "Item 6. Management's Discussion and Analysis or
Plan of Operation-PLAN OF OPERATION-Main Tintic Mining District
Project."
Production From Burgin Mine While Under Lease To Kennecott.
Kennecott mined 1,870,218 tons of ore from the Burgin Mine
orebody between 1967 and 1978 under a Unit Lease over a twelve
year period which produced: 10,929,978 ounces of silver;
338,127,751 pounds of lead and 349,209,284 pounds of zinc. See
"East Tintic Mining District.", above. Kennecott, during that
period, never reported Burgin ore reserve figures to registrant.
Proven And Probable Ore Reserves At The Burgin Mine.
Sunshine acquired the underground mining rights to the
Burgin Mine in 1980. When Sunshine purchased the Unit Lease from
Kennecott in 1983, Sunshine gained the use of the mining shafts
and other capital improvements previously made by Kennecott on
the properties. See "East Tintic Mining District.", above, and
"Physical Condition Of The Burgin Mine.", below. As lessee of
the Burgin Mine, Sunshine conducted extensive surface and
underground drilling programs and computed the property's proven
and probable ore reserves. Sunshine had access to the proven and
probable ore reserves by means of the Burgin Mine's Apex Number 2
shaft. The shaft, together with the connecting drifts and drill
stations, had been rehabilitated by Sunshine at a cost of
approximately $6 million. After the Burgin Mine was returned to
registrant in 1992, registrant continued to have access to the
reserves through the Apex Number 2 shaft, and the shaft was
utilized by registrant in its underground drilling program, up to
the time registrant transferred the Burgin Mine properties to
Tintic Utah Metals in July 1996 under the terms of the Operating
Agreement. See "Item 1. Description of Business.- Operating
Agreement." After the property was transferred to Tintic Utah
Metals, the underground drilling program was continued by Tintic
Utah Metals and independent consultants were hired to calculate
the ore reserves based on the results of the drilling programs,
who substantiated the earlier Sunshine ore reserve estimates,
with essentially the same grades. Tintic Utah Metals's
consultants, as shown in the chart below, have currently
estimated a total of 1,075,000 million tons of proven and
probable ore reserves. In addition, because of extensive
positive drilling results and the fact that the Burgin Mine
deposit was mined for over 1,800,000 tons of ore by Kennecott,
without Kennecott ever drilling for reserves, there is a high
degree of confidence by Tintic Utah Metals that inferred or
possible resources currently estimated at 407,000 additional tons
will probably be realized.
Tintic Utah Metals terminated its underground drilling
program in the third quarter of 1997 to the north and south of
the main Burgin orebody when it determined that the ore reserves
at the Burgin Mine were sufficient to justify developing the
Burgin Mine, subject to the approval by State of Utah regulatory
agencies of Tintic Utah Metals' proposed method for dewatering
below the water table of the Burgin Mine. However, Tintic Utah
Metals does intend to proceed early in the second quarter with
the exploration and development of already permitted areas above
the water table of the Burgin Mine, including the silver fissure
and other potential mineralized zones. See "Underground Drilling
Program At Burgin Mine",below, and "Item 6. Management's
Discussion and Analysis or Plan of Operation.-PLAN OF OPERATION-
Tintic Utah Metals- Burgin Mine."
Proven and probable ore reserves, to date, of the Burgin
orebody, as determined by Tintic Utah Metals's independent
consultants, are estimated as follows:
Contained
Contained Contained Contained
Tons of Ounces of
Pounds of Pounds of
Ore Silver
Lead Zinc
Proven and Probable Reserves 1,075,000 17,726,750
452,360,000 143,405,000
Possible resources of the Burgin orebody, as estimated by
Tintic Utah Metals are:
Contained
Contained Contained Contained
Tons of Ounces of
Pounds of Pounds of
Ore Silver Lead
Zinc
Possible Resources (1) 407,000
6,146,576 130,177,148 42,521,269
(1) Possible resources tonnage exists where there is strong
geologic evidence of the existence of additional ore reserves of
a well known deposit, such as, in the case of the Burgin Mine,
the past history of mining by Kennecott. See "Production From
Burgin Mine While Under Lease To Kennecott.", above. To the
extent that any future additional drilling results provide
additional data, the possible resources may be upgraded to the
proven and/or probable categories.
Underground Drilling Program At Burgin Mine.
As indicated above, registrant's lease with Sunshine was
terminated in 1992 and the Burgin Mine was returned to registrant
as of January 1, 1993. Registrant then began its efforts to seek
a joint venture partner, culminating in the formation of Tintic
Utah Metals under the Operating Agreement dated July 17, 1996 and
the transfer by registrant of its East Tintic Mining District
properties, including the Burgin Mine, to Tintic Utah Metals.
See "Item 1. Description of Business.-Operating Agreement."
Prior to the transfer of its properties to Tintic Utah Metals,
registrant had, in January 1995, initiated an underground
drilling program in the west end of the Burgin Mine, together
with additional drifting and the construction of five new
underground drill stations. The drilling program was designed to
confirm Sunshine's 1989 estimate of 1,032,173 contained tons of
proven and probable ore reserves, and to increase the Burgin
Mine's proven and possible ore reserves by enlarging previously
delineated reserves in several areas around the perimeter of the
Burgin orebody. After the Burgin Mine property was transferred
to Tintic Utah Metals, the drilling program was continued by
Tintic Utah Metals. By the end of February 1997, a total of
forty-one drill holes had been completed with assays indicating
high grade mineralization intercepts in approximately one-half of
these drillholes. Following are drillhole assays per ton for
several of the more significant drillholes:
104 ft. intercept assaying at 21 ounces of silver, 640
pounds of lead and 80 pounds of zinc, including an 8 ft. segment
assaying at 58 ounces of silver and 960 pounds of lead;
55 ft. intercept assaying at 10 ounces of silver, 640
pounds of lead and 220 pounds of zinc, including a 17 ft. segment
assaying at 16 ounces of silver and 660 pounds of lead;
24 ft. intercept assaying at 48.4 ounces of silver, 260
pounds of lead and 130 pounds of zinc, including a 14 ft. segment
assaying at 74.7 ounces of silver, 336 pounds of lead and 180
pounds of zinc;
96 ft. intercept assaying at 7.4 ounces of silver, 156
pounds of lead and 68 pounds of zinc, including a 21 ft. segment
assaying at 15.5 ounces of silver, 306 pounds of lead and 72
pounds of zinc;
92 ft. intercept assaying at 18.8 ounces of silver, 376
pounds of lead and 133 pounds of zinc, including an 11 ft.
segment assaying at 90 ounces of silver, 843 pounds of lead and
98 pounds of zinc;
152.5 ft. intercept assaying at 17.2 ounces of silver and
218 pounds of lead, including an 8.3 ft. segment assaying at 84
ounces of silver and 774 pounds of lead.
Physical Condition Of The Burgin Mine.
While Kennecott was lessee of the Burgin Mine, it expended
significant monies for capital improvements at the Mine, such as
the building of a concentrating mill, three headframes and
hoists, three mine shafts and underground workings, including the
Apex number 2 shaft and numerous support buildings. When
Sunshine succeeded Kennecott as lessee of the Burgin Mine,
Sunshine expended funds in the further development of the Burgin
Mine. As a result of the termination in 1992 of registrant's
Burgin Lease with Sunshine and the Unit Lease, all of the assets
and improvements built by both Kennecott and Sunshine at the
Burgin Mine, became the property of registrant, with registrant
also receiving certain real property, equipment and other
personal property from Sunshine. Registrant has received
independent estimates that the cost of renovating the
concentrating mill built by Kennecott to process up to 1,200 tons
per day, would be approximately $3.5 million, but that if Tintic
Utah Metals had to completely build a similar facility at this
time, the replacement cost would be in excess of $30 million.
See "Ownership and Interests in Acreage and Location-East Tintic
Mining District.", above.
Ownership of the capital improvements was transferred to
Tintic Utah Metals by registrant in July 1996 as part of the
transfer by registrant of its East Tintic mining properties under
the terms of the Operating Agreement. See Item 1. "Description of
Business.-Operating Agreement."
Registrant's Properties After Property Transfer To Tintic Utah
Metals.
The signing of the Operating Agreement and the transfer by
registrant of its East Tintic mining properties, including the
Burgin Mine, to Tintic Utah Metals did not affect registrant's
continuing ownership of its Main Tintic Mining District
properties. See "Ownership and Interests In Acreage and Location-
Main Tintic Mining District.", above.
Mining Properties Received As Result of Merger.
South Standard was merged into Chief Gold Mines,
registrant's wholly owned subsidiary, effective June 28, 1996.
See "Item 1. Description of Business-Merger of South Standard
Into Registrant." As a result of the merger, all of South
Standard's assets, subject to its liabilities, were transferred
to registrant's subsidiary. The principal asset received from
South Standard as a result of the merger is 2,554 acres of
patented mining properties, including the Trixie Mine properties,
contiguous with the Burgin Mine properties. The Trixie Mine had
been included as part of the Unit Lease with Kennecott. See
"Ownership and Interests in Acreage and Location-East Tintic
District.", above.
The Trixie Mine, now owned by registrant's subsidiary, Chief
Gold Mines, had been South Standard's principal mining asset. As
previously reported by South Standard, limited production from
the Trixie Mine in 1969 through 1992, resulted in a total of
713,478 tons of ore being mined containing an average per ton
grade of 0.21 ounces of gold per ton and 6.55 ounces of silver,
for a total of 150,048 ounces of gold and 4,670,289 ounces of
silver. There has been no production of ore from the Trixie Mine
since October 1992, when it was closed by Sunshine a month before
the Unit Lease was terminated. See "Item 6. Management's
Discussion And Analysis Or Plan Of Operation.- PLAN OF OPERATION-
Trixie Mine."
Proposed Development of Properties For Residential Use.
Registrant estimates that approximately 6,000 to 7,000 acres
of its Utah properties have a potential for residential and/or
commercial development. During the fourth quarter of 1997,
registrant believed that a tentative understanding through a
broker involving the development of up to 1,000 acres for a
retirement community would result in a formal agreement.
However, due to last minute contractual demands made by the
broker that were unacceptable to registrant, no written agreement
was reached. During the first quarter of 1998, interest by other
brokers and developers in registrant's real estate has increased.
Registrant is examining the possibility of developing its
buildable acreage on its own and also in conjunction with other
developers.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
A Special Meeting in Lieu of Annual Meeting of registrant's
shareholders was held on November 19, 1997. The proposals voted
upon at the meeting and the results of such voting were as
follows:
(1) Election of directors to serve for the ensuing year and
until their successors are duly elected and qualified.
Management's slate of Directors was elected at the meeting:
Management's Slate
of Directors Elected: Votes Cast Votes
Withheld-
Name of Directors For* Individuals
Broker Non-Votes
Leonard Weitz 4,389,959 35,768
426,391
James Callery 4,399,107 35,768
426,391
Paul Hines 4,389,507 35,768
426,391
Edward R. Schwartz 4,398,059 35,768
426,391
Victor V. Tchelistcheff 4,395,101 35,768
426,391
(*Cumulative voting for Directors)
(2) Proposal to approve the selection of the firm of Arthur
Andersen LLP as independent public accountants for registrant for
1997. Proposal (2) was approved by shareholders at the meeting:
Votes Cast Votes Abstentions
Broker
For Against Individuals Non-Votes
3,978,371 253,181 - 583,653
The affirmative vote of the majority of shares represented
at the meeting was required to approve Proposal 2.
PART II
Item 5. Market for Common Equity and Related Shareholder
Matters.
The principal markets on which registrant's shares of common
stock are traded are The NASDAQ Stock Market SM under the symbol
CFCM and the Pacific Exchange under the symbol CFC.
High and low sales prices of registrant's common stock on
the NASDAQ Stock Market SM for each quarterly period during the
past two years are as follows:
1997 Market Price High Low
First Quarter........... 7-7/8 6-1/8
Second Quarter.......... 8-1/4 4-1/2
Third Quarter........... 6-1/4 4-1/8
Fourth Quarter.......... 7-3/4 3-1/2
1996 Market Price High Low
First Quarter.................... 13-1/2 10-3/8
Second Quarter............... 11-1/4 8
Third Quarter.................. 8-7/8 6-1/8
Fourth Quarter................ 9-1/2 6
Approximate number of holders of record of registrant's
common stock as of March 11, 1998 - 2,100.
No cash dividends were declared during the years 1997 and
1996.
Item 6. Management's Discussion And Analysis Or Plan Of
Operation.
(a) PLAN OF OPERATION.
Registrant had no revenues from mining operations during the year
1997 or during the period January 1, 1998 to March 11, 1998.
Registrant's consolidated revenues of $85,893 in 1997 consisted
of $37,690 in revenues from real estate sales and $48,203 in
revenues from interest and miscellaneous sources. Registrant's
consolidated revenues of $116,010 in 1996 consisted of $8,100 in
revenues from real estate sales and $97,910 in revenues from
interest and miscellaneous sources.
Registrant's consolidated net loss for 1997 was $952,251 as
compared to a consolidated net loss of $1,518,093 in 1996. The
decrease of $ 565,842 in the loss for 1997 as compared to the
loss in 1996 was comprised of a decrease of $790,842 in net loss
resulting primarily from the transfer of the financial
responsibility for rehabilitation and exploration activities on
registrant's East Tintic operational area properties in Utah to
Tintic Utah Metals in July 1996 and the completion of the
drilling program on registrant's Main Tintic District properties
in the second quarter of 1997. The $790,842 decrease was offset
in part by a non-cash charge of $225,000 representing
registrants' 75% share of a future reclamation obligation to be
assumed by Tintic Utah Metals.
During 1997 and 1996, respectively, registrant utilized $697,881
and $1,539,707 of cash in its operations, which operations
resulted in net losses. In addition, registrant invested
$209,941 and $1,084,261 in the development of its mining
properties in 1997 and 1996, respectively. Funding for these
expenditures was provided by approximately $2,700,000 of treasury
bills that registrant had owned as of December 31, 1995. In
addition, during 1997 and 1996, registrant received proceeds from
the sale of its restricted common stock of $237,500 and $525,000,
respectively. In February 1998, registrant received additional
proceeds from the sale of its restricted common stock of
$1,397,500. As a result of the consolidation of Tintic Utah
Metals, registrant recorded additional cash in 1997 of $480,525.
Registrant believes its cash on hand will allow it to meet at its
operating cash requirements for 1998. Additional financing may
be necessary to complete the development work it has initiated,
and will be initiating, in 1998.
Tintic Utah Metals-Burgin Mine
Permitted Area Above The Water Table
As stated at "Item 2. Description of Property- Proven And
Probable Ore Reserves At The Burgin Mine.", Tintic Metals Utah
intends to proceed with the exploration and development of areas
above the water table of the Burgin Mine already permitted by the
State of Utah regulatory agencies, including the silver fissure
and other potential mineralized zones. The initial principal
target area will be the area known as the silver fissure.
In February 1998, work began on the relatively minor
refurbishing of the Burgin Mine's Apex 2 Shaft and work is
expected to be completed by the middle of April 1998. Upon
completion, exploration and development work will begin in the
high grade silver mineralization discovered on the fully
permitted upper level of the Burgin Mine above the water table.
Initial samples from this mineralized zone (the silver fissure
area), which consists of a strike length of over 200 feet,
assayed at an average grade of approximately 35 ounces of silver
per ton, including sample assays as high as 226 ounces of silver
per ton. The object of the exploration and development program
in the silver fissure area is to attempt to delineate the extent
of any significant reserves. This area's silver mineralization
is contained in a silica structure, unlike the glena of the main
Burgin orebody, and would offer alternative methods of
processing, by either concentrating the ore, or use of the ore as
a smelter fluxing agent. If this exploration and development
program proves successful, subject to the economic feasibility of
initiating mining activity, it is possible that limited ore
production from the silver fissure area above the water table
could begin prior to the end of 1998. The extent and
profitability of such production, if any, cannot be estimated at
this time.
Ore Areas Below the Water Table
As stated at "Item 2. Description of Property- Proven And
Probable Ore Reserves At The Burgin Mine.",Tintic Utah Metals
terminated its underground drilling program in the third quarter
of 1997 to the north and south of the main Burgin orebody when it
determined that the ore reserves at the Burgin Mine were
sufficient to justify developing the Burgin Mine, subject to the
approval by State of Utah regulatory agencies of Tintic Utah
Metals' proposed method for dewatering below the water table. In
February 1998, Tintic Utah Metals submitted its response to a
request for additional information received from the State of
Utah Department of Environmental Quality-Division of Water
Quality ("State of Utah DEQ"). Tintic Utah Metals is now
awaiting the State of Utah DEQ reply to the additional
information submitted to determine what further information
regarding its plans for underground disposal of water is
required. At this time, no estimate can be made as to when the
State of Utah will complete its regulatory review or approve the
implementation of Tintic Utah Metals' plans.
At such time as the State of Utah DEQ issues a dewatering
permit to Tintic Utah Metals, Thyssen Mining will complete Tintic
Utah Metals' feasibility study. If a permit is not granted based
upon the current application, Tintic Utah Metals would revise its
submitted plan and develop an alternative plan for dewatering.
The completed feasibility study will serve as the basis for
Tintic Utah Metals seeking project financing. Once project
financing is obtained, Thyssen Mining (if its agreement with
Tintic Utah Metals is then still in effect- see "Item 1.
Description of Business.-Tintic Utah Metals LLC-Agreement With
Thyssen Mining.") or another mining and engineering company would
complete all necessary construction and development work,
including construction of the major additional production shaft
and requisite dewatering to bring the Burgin Mine into full
production. At that juncture, Thyssen Mining or Tintic Utah
Metals would operate the Burgin Mine, sending Burgin ore
production to Korea Zinc and/or other smelters for smelting, as
provided in the Operating Agreement. Based on current costs, it
is estimated that $30 to $40 million of additional financing will
be required to bring the Burgin Mine into full production.
Tintic Utah Metals' Funding Of Work To Be Done.
It is anticipated that funds to be used by Tintic Utah
Metals for the foregoing purposes over the next twelve months
will be derived from additional cash contributions from the
members and/or loans. The extent of the work to be performed by
Tintic Utah Metals above and below the water table during that
period cannot be stated with certainty by registrant. Nor can
registrant state with certainty that Tintic Utah Metals will be
successful in completing a feasibility study that will result in
its securing project financing.
Estimated Current Value Of Ore Reserves.
Expressed in terms of current metals prices, the total
current value of Tintic Utah Metals' gross in-place estimated
proven and probable ore reserves is approximately $350,000,000,
before dilution for mining, concentrating and processing that
would comprise a combined total of approximately one third of the
gross in- place value. See "Item 2. Description of Property.-
Proven And Probable Ore Reserves At The Burgin Mine.".
The above stated dollar value does not take into account
additional values of the Burgin orebody that may be derived from
the possible resources of an additional 407,000 tons of ore, if
all or part of the possible resources ore tonnage is upgraded to
proven and/or probable reserve categories which would result in
an in-place value of an additional $100,000,000 as a result of
additional underground drilling by Tintic Utah Metals. See "Item
2. Description of Property.- Proven And Probable Ore Reserves At
The Burgin Mine."
Registrant's Letter of Intent With Thyssen Mining
See "Item 1. Description of Business.-Registrant's Letter of
Intent With Thyssen Mining" for information concerning a series
of transactions proposed under a signed Letter of Intent dated
November 18 1997 between registrant and Thyssen. If the
transactions proposed therein are consummated, one of said
transactions would result in a substantial cash input into
registrant and Tintic Utah Metals. In view of the need by
Thyssen to successfully complete a public offering through its
controlled subsidiary, no assurance can be given that the
transactions contemplated under the Letter of Intent will be
consummated. Pending the accomplishment of those transactions,
Thyssen's agreement with Tintic Utah Metals remains in effect at
this time. See "Item 1. Description of Business.-Tintic Utah
Metals LLC-Agreement With Thyssen Mining."
Trixie Mine.
See "Item 1. Description of Business-Merger of South
Standard Into Registrant." and "Item 2. Description of Property-
Ownership and Interests In Acreage and Location.-
East Tintic District Properties." and "Item 2. Description of
Property- Mining Properties Received As Result of Merger" for
information concerning the Trixie Mine, prior leases on the mine
and ore production from the Trixie Mine by Kennecott Corporation
and Sunshine Mining Company from 1969 to 1992. It is anticipated
that work to rehabilitate the Trixie shaft and re-open the Trixie
Mine for exploration and development will begin early in the
second quarter of 1998. The Trixie Mine, which was a producer of
gold and silver ores for both Kennecott and Sunshine, has been
closed since 1992 when the Unit Lease with Sunshine was
terminated and the Trixie Mine properties returned to South
Standard. Registrant will pay such rehabilitation costs out of
its working capital. Follow-up work at the Trixie Mine in 1998
will then be conducted to determine if and when mining from the
Trixie Mine can be resumed.
Main Tintic Mining District Project.
See "Item 1. Description of Business.-Main Tintic Mining
District Project." and "Item 2. Description of Property-
Ownership and Interests in Acreage and Location-Main Tintic
Mining District" for information concerning: registrant's Main
Tintic Mining District properties consisting of approximately
6,000 acres; the refurbishing by registrant of the Chief No. 2
shaft and certain drifts completed in October 1996; and, the link-
up in February 1997, of four separate mines. As a result,
registrant has access, via the Chief No. 2 shaft, to the Plutus
Mine, the Eagle Mine, the Gemini Mine and the Chief Consolidated
Mine. Registrant's Main Tintic District mines have continued to
be accessible through the Chief No. 2 shaft since 1979, when
Asarco, Inc. performed initial rehabilitation of the shaft under
a lease in effect at that time. Registrant is currently
examining its alternatives for the financing of future
exploration and development work in its Main Tintic District
properties.
Surface Minerals.
Utilizing gravity separation technology, registrant has
tested dump materials and tailings from various areas of
registrant's properties in order to determine whether it is
economically feasible to re-process these materials and tailings.
Registrant owns several million tons of dump materials and
tailings that represents the residual material accumulated from
past production containing significant gold, silver, lead and
zinc values. Initial test results to date have been encouraging
and it is anticipated that a gravity separation concentrator will
be moved to the property early in the second quarter of 1998 for
on-site testing. Depending upon the results of this additional
testing, registrant will determine whether the Chief and Gemini
dumps and the Burgin Mine tailings can be economically processed
using gravity separation technology.
A joint venture agreement to attempt to exploit the
potential of clay material on registrant's Zuma mines property is
currently under negotiation. Upon successful completion of an
agreement, it is anticipated that work will begin in the second
quarter of 1998 to mine surface clay samples to identify
potential markets for the clay material.
Item 7. Financial Statements.
The Financial Statements of registrant are filed pursuant to this
item of the report. See index to Financial Statements.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.
The name and age of each of the registrant's directors and
executive officers and the positions and offices with the
registrant held by him are:
Name of
Registrant's
Directors and Offices with Term
During Which
Executive Officers Age Registrant
Served in Office
Leonard Weitz (1) 68 Director; President,
Director since 1967.
Chairman of the Board
and Chief Executive
Officer
Edward R. Schwartz(1) 87 Director; Secretary-
Director since 1974.
Treasurer
James Callery(1) 60 Director
Director since 1980.
Paul Hines(1) 60 Director
Director since 1994.
Victor V. Tchelistcheff(1)68 Director
Director since 1996.
(1) Elected to serve as a director for the ensuing year and
until his successor is duly elected and qualified at
the meeting of shareholders held on November 19 1997.
The following is a brief account of the business experience
during the past five years of each director and executive officer
named above:
Leonard Weitz Chairman and Chief Executive Officer of
registrant since 1971; President from
1971 to December, 1993 and from
August 1996 to present.
Edward R. Schwartz Secretary and Treasurer of
registrant since 1979;
independent consultant since prior to 1993.
James Callery Engaged in management of oil and gas,
forestry, agriculture and other
investments since prior to 1993.
Paul Hines Financial and management consultant since
prior to 1993; Managing Director of Westerly
Partners, financial and management
consultants since 1993.
Victor V. Tchelistcheff President of VVT Consultants, performs
international management and cross
cultural communications services to
clients in cement, minerals, construction and real estate
development fields since prior to 1992. During 1993 and
1994, also worked as volunteer for International Executive
Services Corps, a non-profit organization, as a Country
Director in Moscow, Russia on matters involving emerging
market assistance programs.
Registrant is not aware of any person who, at any time
during the year 1997 was a director, officer or beneficial owner
of more than 10 percent of registrant's common stock who failed
to file on a timely basis, reports required by Section 16(a)
during 1997 or prior years.
Item 10. Executive Compensation.
The following information is presented concerning the
compensation of Leonard Weitz, President, Chairman and Chief
Executive Officer of registrant, for each of registrant's last
three completed fiscal years.
SUMMARY COMPENSATION TABLE
Name and Annual Long-Term All
Other
Principal Compensation Compensation
Compensation
Position Year Salary Awards-Options
Leonard Weitz* 1997 $175,000(1)
1996 $141,667(1) (2)
1995 $125,000(1)
$50,000 (3)
*President (since August 8 1996) and Chairman and Chief Executive
Officer.
(1) During each of the years 1995 and 1996, Leonard Weitz
received annual base salary under the terms of an employment
agreement dated January 4 1988, which was to expire September 30
1996. A new employment agreement was entered into between
registrant and Leonard Weitz, effective as of September 1 1996.
Under the terms of the new employment agreement, Leonard Weitz
will be employed as Chairman, President and Chief Executive
Officer of registrant for a five year period ending August 31
2001. Under the new employment agreement, Leonard Weitz will
receive an annual salary of $175,000 and such bonuses as the
Board of Directors of registrant may determine.
(2) On December 10 1996, shareholders of registrant approved a
nonqualified stock option granted to Leonard Weitz by
registrant's Board of Directors on August 8 1996 to purchase
60,000 shares of registrant's common stock at an option price of
$7 per share. The closing price of registrant's common stock on
The NASDAQ Stock Market on March 11 1998 was $4-5/8 per share.
The exercise price was the market price of the common stock on
the date of grant. Leonard Weitz may exercise all or a part of
the option so long as he continuously remains a director or
officer, but in no event later than the expiration date of
option, except his personal representatives may exercise within
twelve months from date of death.
(3) On September 20, 1995, the Board of Directors of registrant
awarded a $50,000 bonus payment to Leonard Weitz on the condition
that Korea Zinc Co., Ltd. consummate by September 30, 1995 its
purchase of 500,000 shares of registrant's common stock. The
Board also approved on September 20, 1995 a $50,000 three-year
loan to Leonard Weitz, the loan to bear interest at the prime
rate, adjustable quarterly. Said stock purchase was timely made
by Korea Zinc Co., Ltd. See "Item 11. Security Ownership of
Certain Beneficial Owners and Management". The award of the
bonus and approval of the loan were made by the Board of
Directors to Leonard Weitz based upon his indication to the Board
of Directors that he intended to exercise his incentive stock
option to purchase 40,000 shares of registrant's common stock by
November 14, 1995. Leonard Weitz exercised the option on
November 10, 1995 and purchased the 40,000 shares of registrant's
common stock.
OPTION GRANTS DURING FISCAL YEAR ENDED DECEMBER 31, 1997
No stock options were granted by registrant to Leonard Weitz
during the fiscal year ended December 31, 1997.
OPTION EXERCISES DURING FISCAL YEAR
ENDED DECEMBER 31, 1997 AND OPTION VALUES
ON DECEMBER 31, 1997
The following table contains, with respect to stock options held
by Leonard Weitz, information as to option exercises during the
year 1997, the aggregate dollar value realized upon exercise, the
total number of unexercised options held on December 31, 1997 and
the aggregate dollar value of the in-the-money, unexercised
options held on December 31, 1997.
Shares Number of
Unexercised Value of Unexercised
Acquired or Value Options at
in-the-money options at
Name Exercised Realized December 31,
1997(1) December 31, 1997(3)
Nonqualified:
Leonard Weitz None None
120,000(2) $45,000
(1) All options held are fully exercisable.
(2) Nonqualified stock options approved by shareholders.
(3) Values are calculated by subtracting the exercise price
from the closing price of the registrant's common stock on
The NASDAQ Stock Market on December 31, 1997.
Compensation of Directors
Leonard Weitz, Chairman of the Board and Chief Executive Officer
of registrant, is employed through August 31, 2001 under an
employment agreement dated September 1, 1996. See " Executive
Compensation - Summary Compensation Table", above, for further
details concerning Leonard Weitz's employment agreement.
Each director who is not an officer of registrant receives an
annual fee of $5,000; no attendance fees are paid. Edward R.
Schwartz, the Secretary-Treasurer of registrant, who is a
director, does not receive a salary; he receives a $10,000 annual
fee in lieu of salary. The Board of Directors of registrant has
set a $750 fee per day for services performed by each outside
director of registrant that are in addition to services regularly
performed by him as a director.
No stock options were granted by registrant to any directors
during the fiscal year ended December 31, 1997 and no director
exercised in 1997 any stock options held by him. See footnotes
to "Item 11. Security Ownership of Certain Beneficial Owners and
Management" for information as to stock options held by
directors. Registrant has never issued any stock appreciation
rights to its officers and directors.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
(a) The following table shows as of March 11, 1998, stock
ownership of all persons known to management, to be
beneficial owners of more than 5% of the common stock of the
registrant.
Name and Address of Amount of Nature of
Percentage
Beneficial Owners Beneficial Ownership
of Class
KZ Utah, Inc. 477,300 shares
7.4%
( a subsidiary of
Korea Zinc Co., Ltd.
142 Nonnyon-Dong,
Gangnam-Ku
Seoul, Korea)
(b) The equity securities of the registrant beneficially owned
by all directors and officers and by directors
and officers of the registrant as a group, as of March 11, 1998,
are:
Amount and
Nature of
Name and Address Beneficial
Percent
Title of Class of Beneficial Owner Ownership*
of Class
Common Stock,
$0.50 par value: James Callery 168,468(1)(2)
2.6%
RD #2, Box 2750
Charlotte, Vermont 05445
Paul Hines 125,000(3)
1.9%
12 Flying Cloud Rd.
Stamford, Connecticut 06902
Edward R. Schwartz 165,100(4)(5)
2.5%
1165 Park Avenue
New York, New York 10128
Victor V. Tchelistcheff
50,200(6) 0.8%
384 De Soto Drive
New Smyrna Beach, FL 32169
Leonard Weitz 181,010(7)(8)
2.7%
11 Longview Lane
Chappaqua, New York 10514
Owned by all directors 689,778(9)
9.7%
and officers as a group
Preferred
Stock, $0.50
par value: None
* Each director has sole voting and investment power with
respect to shares owned.
(1) Includes nonqualified stock options previously approved by
shareholders of registrant to purchase 120,000 shares held by
James Callery.
(2) Does not include an aggregate of 10,500 shares owned by
James Callery's wife and children, in which shares James
Callery disclaims any beneficial interest.
(3) Includes nonqualified stock options previously approved by
shareholders of registrant to purchase 120,000 shares held by
Paul Hines.
(4) Includes nonqualified stock options previously approved by
shareholders of registrant to purchase 120,000 shares held by
Edward R. Schwartz.
(5) Does not include 200 shares owned by Edward R. Schwartz's
wife, in which shares Edward R. Schwartz disclaims any beneficial
interest.
(6) Includes nonqualified stock options previously approved by
shareholders of registrant to purchase 50,000 shares held by
Victor V. Tchelistcheff.
(7) Includes 40,000 shares owned jointly with Leonard Weitz's
wife and nonqualified stock options previously approved by
shareholders of registrant to purchase 120,000 shares held by
Leonard Weitz.
(8) Does not include 18,000 shares owned by Leonard Weitz's
wife, in which shares Leonard Weitz disclaims any beneficial
interest.
(9) Includes options to purchase an aggregate of 530,000 shares
as referred to at Notes
(1), (3), (4), (6) and (7) above. Each of said options is
exercisable by the optionee in whole or in part at any time until
the expiration of the option.
Item 12. Certain Relationships and Related Transactions.
Registrant retained Howard Weitz P.C. as general counsel
during 1997 and 1996. Howard Weitz, Esq., the sole stockholder
of Howard Weitz, P.C., is the brother of Leonard Weitz, the
Chairman, President and Chief Executive Officer of Registrant.
Registrant believes that the fees earned by Howard Weitz, P.C.
during 1997 and 1996 were fair and reasonable in view of the
level and extent of legal services rendered. Legal fees earned
by Howard Weitz, P.C. from registrant were $50,450 during the
fiscal year ended December 31, 1997 and $96,600 during the fiscal
year ended December 31, 1996. However, registrant was reimbursed
$36,000 on August 28, 1996 by Tintic Utah Metals LLC for said
services performed to the joint venture, thus reducing the 1996
fee to registrant to a net fee of $60,600. Howard Weitz, P.C.
also earned fees of $4,900 from Tintic Utah Metals LLC during the
fiscal year ended December 31, 1997.
Item 13. Exhibits and Reports on Form 8-K.
(a) Description of Exhibits required to be filed by
Item 601 of Regulation S-B
(The numbers shown below next to each exhibit are keyed to
Exhibit Table of Item 601 of Regulation S-B)
"(2)" Not applicable
"(3)" Articles of Incorporation and By-Laws:
Registrant hereby incorporates by reference the Articles
of Incorporation and By-Laws previously filed with the
Commission.
"(4)" Not applicable
"(9)" Not applicable
"(10)"Material Contracts:
A. AKIKO Agreement - (i) Agreement (in form of a Letter
Agreement) dated March 11, 1994 between registrant and
AKIKO Gold Resources Ltd. Registrant hereby
incorporates by references said Letter Agreement with
AKIKO dated March 11, 1994, copies of which were filed with the
Commission by registrant as part of its 1993 Form 10-KSB Report.
(ii) Amendment to AKIKO Agreement in form of a letter
from registrant to AKIKO dated September 1, 1994.
Registrant hereby incorporates by reference said
letter dated September 1, 1994, copies of which were filed
with the Commission by registrant as part of its 1994 Form 10-KSB
Report.
B.Operating Agreement of Tintic Utah Metals LLC dated as
of July 17, 1996 by and among registrant, Akiko
Resources (Utah) Inc. and K Z Utah, Inc., copies of
which were filed with the Commission by registrant as a
part of its Form 10-KSB Report.
C. First Amendment to Operating Agreement of Tintic Utah Metals
LLC dated as of March 11, 1997 by and among registrant, Akiko
Resources (Utah) Inc. and KZ Utah, Inc., copies of which were
filed with the Commission by registrant as a part of its 1996
Form 10-KSB Report.
D. Second Amendment to Operating Agreement of Tintic Utah
Metals LLC dated as of November 10, 1997 by and between
registrant and KZ Utah, Inc., a copy of which is filed with this
Report and marked as Exhibit "A".
E. Articles of Organization of Tintic Utah Metals LLC, copies
of which were filed with the Commission by registrant as a part
of its 1996 Form 10-KSB Report.
F. Agreement dated as of November 12, 1996 between Tintic Utah
Metals
LLC and Thyssen Mining Construction of Canada. Ltd.,
copies of which were filed with the Commission by
registrant as a part of its 1996 Form 10-KSB Report.
G.Letter of Intent dated November 18, 1997 between
registrant and Thyssen Mining Construction of Canada,
Ltd., a copy of which is filed with this Report and
marked as Exhibit "B"
"(11)" Not applicable.
"(13)" 1997 Annual Report not yet furnished to
security holders as of filing date of this
Report.
"(16)" Not applicable
"(18)" Not applicable.
"(21)" Not applicable.
"(22)" Not applicable.
"(23)" Not applicable.
"(24)" Not applicable.
"(27)" Not applicable.
"(28)" Not applicable.
"(99)" Not applicable.
(B) Reports filed on Form 8-K:
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Chief Consolidated Mining Company
(Registrant)
By /s/ Leonard Weitz
(Signature and Title)
Leonard Weitz
Chairman of the Board of Directors, President and Chief
Executive Officer
Date March 23, 1998
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
By /s/ Edward R. Schwartz
(Signature and Title)
Edward R. Schwartz
Director, Secretary and Treasurer, Principal
Financial Officer and
Principal Accounting Officer
Date March 23, 1998
By/s/ James Callery
(Signature and Title)
James Callery
Director
Date March 23, 1998
By/s/ Paul Hines
(Signature and Title)
Paul Hines
Director
Date March 23, 1998
By/s/ Victor Tchelistcheff
(Signature and Title)
Victor Tchelistcheff
Director
Date March 23, 1998
EXHIBIT A
SECOND AMENDMENT TO TINTIC UTAH METALS LLC
OPERATING AGREEMENT
This Second Amendment to Tintic Utah Metals LLC Operating
Agreement (this "Amendment") is made and entered into as of the
10th day of November, 1997 by and between CHIEF CONSOLIDATED
MINING COMPANY, an Arizona Corporation ("Chief") and KZ UTAH,
INC., a Delaware corporation ("KZ Utah").
Recitals
A. The parties hereto are the remaining parties to that
certain Operating Agreement of Tintic Utah Metals LLC, dated as
of July 17, 1996, as previously amended on March 11, 1997 (the
"Operating Agreement"), and are all of the Members of Tintic Utah
Metals LLC, a Colorado limited liability company ("Tintic Utah").
B. KZ Utah has become vested with a 25% Membership
Interest in Tintic Utah and the former interest of Akiko
Resources (Utah) Inc. ("Akiko") has been relinquished to Chief
due to Akiko's failure to make its required Initial Capital
Contribution, with Chief now vested with a 75% Membership
Interest in Tintic Utah.
C. Chief and KZ Utah desire to amend the Operating
Agreement so as to reflect KZ Utah's and Chief's respective
vested Membership Interests and the parties' present intention as
to surface ownership and use of a portion of the Properties
included in Operations pursuant to the Operating Agreement.
D. Chief and KZ Utah further desire to amend the Operating
Agreement to eliminate the need for an Escrow Agent in view of KZ
Utah having satisfied in full its Initial Capital Contribution
requirement.
Amendment
NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein and the mutual benefits to be derived
by the parties hereunder, the parties agree to amend the
Operating Agreement as follows:
1. Unless otherwise defined in this Amendment, all terms used
in this Amendment shall have the same meaning as set forth in the
Operating Agreement, as previously amended, including its
Exhibits.
2. Section 3.2 of the Operating Agreement, captioned "Record
Title," is deleted and replaced in its entirety by the following:
"Record Title. The Company shall hold title to
the Properties and other Assets, except as set forth
below in this Section. With respect to those
Properties as to which Chief reserves the surface
estate, as described in the third paragraph of the
first page (Page A-1) of Part 1 of Exhibit A, Chief
shall retain legal title to all properties described as
being in the western portion of the Properties, as
depicted on Page A-2, and legal title to the
underground mineral rights within such Properties shall
be held by Chief as nominee and for the benefit of the
Company."
3. Chief shall deliver to the Company a Mining Deed for the
Properties as to which title is being transferred to the Company
in accordance with this Amendment, promptly after execution of
this Amendment by both parties hereto.
4. All references in the Operating Agreement to "Escrow Agent"
or "Escrow Agreement" are hereby deleted, and delivery of deeds
and other documents shall occur directly between Chief and the
Company.
5. In Exhibit A, on Page A-1, the third paragraph under Part 1,
Description of Properties, the third paragraph is deleted and
replaced by the following:
The Properties also shall not include, however,
the surface estate of the western portion of the
properties, as depicted on Page A-2, and as to those
lands, the Company's rights shall consist only of the
right to conduct underground mining operations and to
mine and remove minerals accessible thereby
("underground mining rights"), without any right to use
or enter upon or in any way disturb the surface of such
Properties. The easterly boundary of the area as to
which this limitation to underground mining rights
applies shall be defined as the west sideline of the
East Pinyon 4 and East Pinyon 5 claims, MS 6516, in
Section 4 of T. 10 S. and Sections 33 and 34 of T. 9
S., R. 2 W., and the westerly boundary of properties
owned by Central Standard Mines Company, as said
boundaries, claims and sections are shown on said Page
A-2. Any references to "Properties" as to this
westerly area shall be limited to the underground
mining rights herein described.
6. Chief and KZ Utah do each hereby confirm that as of the date
of this amendment, the vested Membership Interests of the Members
in Tintic Utah are:
Chief 75%
KZ Utah 25%
7. Except as expressly set forth herein or as necessary to
effect the matters expressly set forth herein, the terms and
conditions of the Operating Agreement, as previously amended,
remain in full force and effect in accordance with their terms.
Executed to be effective as of the date first above written.
TINTIC UTAH METALS LLC
MEMBERS:
CHIEF CONSOLIDATED
MINING COMPANY KZ UTAH, INC.
By /s/: Leonard Weitz By /s/: Y.D. Kim
Leonard Weitz, Yong Duk Kim
Chairman and President Vice President
EXHIBIT B
LETTER OF INTENT
This Letter of Intent dated November 18, 1997 by and between
Chief Consolidated Mining Company, an Arizona corporation
("Chief") having its principal offices at 500 Fifth Avenue, New
York, NY 10110, and Thyssen Mining Construction of Canada Ltd.,
Saskatchewan corporation ("Thyssen") having its principal offices
at 2409 Albert Street North, Regina, Saskatchewan S4P 3E1,
Canada.
Preliminary
Thyssen and Chief, as indicated by this Letter of Intent,
and subject to the terms and conditions contained herein, propose
to accomplish a series of transactions that would, among other
things, result in the formation of a publicly held corporation in
British Columbia and the sale by Chief of a portion of its
ownership in a certain joint venture arrangement. Thyssen and
Chief recognize that a substantial period of time will be
required in order to accomplish all these objectives. Thyssen
and Chief further recognize that success in accomplishing the
overall transactions could be enhanced if certain steps were
taken on an interim basis and prior to any sale of shares of the
aforementioned new corporation to the public.
In view of the foregoing, the parties are setting forth
hereinbelow both the overall plan ("THE OVERALL PLAN") which they
ultimately seek to achieve and an interim arrangement ("THE
INTERIM
ARRANGEMENT") under which certain services would be performed by
Thyssen in advance of attaining THE OVERALL PLAN.
Background Information
A. Chief owns a 75% membership interest in Tintic Utah
Metals LLC, a Colorado limited liability corporation ("Tintic
Utah Metals"); KZ Utah, Inc., a Utah corporation ("Korea Zinc")
owns the remaining 25% membership interest in Tintic Utah Metals.
Tintic Utah Metals owns certain mining properties and underground
mining rights located in Utah County, State of Utah. Tintic Utah
Metals's activities include the development of the Burgin Mine
("Burgin Mine Project") and other target areas on its properties.
B. There is currently in effect an Operating Agreement of
Tintic Utah Metals dated as of
July 17, 1996, amended as of March 11, 1997 ("Operating
Agreement"), containing the agreement between the members as to
the management of Tintic Utah Metals and related matters.
C. Thyssen and Tintic Utah Metals are parties to an
agreement dated as of November 12, 1996, providing for
preliminary design, budget and schedule for mine development
services by Thyssen on the Burgin Mine Project.
D. Chief and Thyssen have agreed upon a series of the
transactions, agreements and actions (the "Transaction" or
"Transactions") described in this Letter of Intent, comprising
their OVERALL PLAN, which, if consummated, will facilitate the
development of the Burgin Project and other target areas located
on Tintic Utah Metals's properties.
E. Chief and Thyssen have also agreed to consider an
INTERIM ARRANGEMENT, described in this Letter of Intent, which,
if agreed to in writing between Chief and Thyssen, will help
facilitate the OVERALL PLAN.
THE OVERALL PLAN
I. The Transactions
A. This Letter of Intent shall constitute the agreement of
Chief and Thyssen to proceed in the manner provided hereinbelow,
with respect to the Transactions.
1. Formation of New Corporation.
Thyssen shall cause a new corporation ("Newco") to be formed
under the laws of British Columbia, with Thyssen to own a
controlling interest of the outstanding shares of Newco
immediately after the latter's incorporation. Thyssen shall vote
its shares in Newco for a board of directors to be comprised of a
majority of persons designated by Thyssen, effectively giving
Thyssen control over the initial stages of management of Newco.
2. Public Offering of Newco Shares.
Thyssen shall retain an investment banking firm and
attorneys on behalf of Newco to arrange for the offering of Newco
shares to the public in Canada ("Public Offering") and the
listing of the shares of Newco to be sold on the Vancouver Stock
Exchange. The Public Offering shall seek to raise not less than
$2,700,000(U.S.) from the sale of Newco shares. The Public
Offering shall be made in compliance with all applicable
securities laws and the rules and regulations of the Vancouver
Stock Exchange.
As contemplated herein, the sale of Newco shares under the
Public Offering will be initiated not later than June 30, 1998,
subject, however, to reasonable delays encountered as a result of
pre-approvals required by the Vancouver Stock Exchange.
3. Related Agreements, Approvals and Consents.
(a) Thyssen will enter into a mining services agreement
with Newco (the "Thyssen Services Agreement") under which Thyssen
agrees, at the direction of Newco, to perform various services
and furnish certain materials for Tintic Utah Metals relating to
the Burgin Mine Project and other target areas, to the extent
that services and materials have a value of up to
$1,000,000(U.S.). Such agreement shall include the values to be
attributed to the services to be performed, including, among
other things, hourly rates of Thyssen personnel and allowable
costs, and the nature of the materials to be supplied. Payment
for those services and materials shall be made by Newco, as the
services are performed and materials are supplied for the benefit
of Tintic Utah Metals, by the issuance of Newco shares to
Thyssen, the number of shares to be so issued to be determined
under the said agreement. The Thyssen Services Agreement shall
be assignable by Newco, but not by Thyssen. When Newco does
assign the Thyssen Services Agreement to Chief (see "3(b)",
below), Newco shall, by the terms of that assignment, remain
bound to issue its shares to Thyssen in payment for Thyssen's
services and materials, and Thyssen shall in no event seek
payment for such services and materials from Chief or Tintic Utah
Mining.
(b) Newco and Chief shall enter into an agreement (the
"Purchase Agreement") providing that upon the successful
completion of the Public Offering by Newco, Newco shall purchase
from Chief (i) a 24% membership interest in Tintic Utah Metals,
and (ii) approximately 125,000 shares of Chief common stock
bearing a restrictive legend under U.S. Securities and Exchange
Commission's Rule 144. As the purchase price for (i) and (ii),
above, Newco shall (iii) pay to Chief $2,500,000(U.S.) in cash,
and (iii) assign Newco's rights under the Thyssen Services
Agreement to Chief, pursuant to which assignment Chief shall have
the right to require Thyssen to perform the services and supply
the materials specified in the Thyssen Services Agreement for the
benefit of Tintic Utah Metals.
(c) Chief shall request the approval of Korea Zinc to the
transfer of the 24% membership interest to Newco under the
Purchase Agreement and Korea Zinc's consent as to any other
Transactions that require the consent and approval of Korea Zinc
pursuant to the Operating Agreement, or otherwise. Said consents
and approvals shall be conditions to the consummation of the
Purchase Agreement and said other Transactions.
4. Transactions Involving Chief and Tintic Utah Metals.
(a) Subject to the consent and approvals of Korea Zinc to
the Transactions required pursuant to "3(c)", above, and the
execution of all required amendments to the Operating Agreement
by the members of Tintic Utah Metals pertaining to the matters
described herein:
(1) Chief will loan to Tintic Utah Metals $1,500,000
of the cash proceeds Chief receives from Newco under the Purchase
Agreement.
(2) Chief will require Thyssen to perform the
$1,000,000 value of services and materials under the Thyssen
Service Agreement that was assigned to Chief under the Purchase
Agreement on the properties owned by Tintic Utah Mining. The
value of such services and materials, when performed and supplied
by Thyssen, shall constitute a loan by Chief to Tintic Utah
Metals. Chief's loan account on the books of Tintic Utah Metals
shall be increased on a periodic basis to reflect such loan
increase.
(3) Chief will contribute as an addition to Chief's
capital account with Tintic Utah Metals, the property that was
acquired by Chief's subsidiary, Chief Gold Mines, in a merger
with South Standard Mining Company ("South Standard Property").
As currently provided in the Operating Agreement, Chief's capital
account will be increased by $2,000,000 upon transfer of the
South Standard Property to Tintic Utah Metals. Also, under the
current Operating Agreement, Chief will be entitled to full cash
reimbursement for the approximate $225,000 acquisition costs
incurred by Chief in the merger and holding the South Standard
Property; however, in lieu thereof, Chief will add the said
approximate $225,000 to its loan to Tintic Utah Metals.
(4) The Operating Agreement will be amended to change the
language of the Operating Agreement concerning the respective
rights of Chief and Tintic Utah Metals relative to 2,774 acres of
property that lie in the west and northwest areas of the
properties originally transferred by Chief to Tintic Utah Metals,
no portion of which acreage infringes on the Burgin Mine area.
The language in the Operating Agreement provides that Chief
retains surface rights to said acreage. The amendment to the
language will provide that Chief grants underground mining rights
to Tintic Utah Metals with respect to that acreage, in lieu of
Chief having retained surface rights to same.
5. Chief's Loans To Tintic Utah Metals
(a) Subject to the consent and approvals of Korea Zinc to
the Transactions required pursuant to "3(c), above, and the
execution of all required amendments to the Operating Agreement
by the members of Tintic Utah Metals pertaining to the matters
described herein:
(1) Interest will accrue on Chief's loans to Tintic
Utah Metals at a floating prime rate. Such interest will be
paid quarterly to Chief, or at Chief's election, added to Chief's
loan account. The Transactions set forth in this Letter of
Intent, if consummated, will result in loans by Chief to Tintic
Utah Metals totaling $2,775,000. (Comprised of: the $1,500,000
cash loan; the $1,000,000 based upon services performed by
Thyssen; and, the approximate $225,000 connected with the
transfer of the South Standard property.) Additional amounts may
be loaned by Chief to Tintic Utah Metals based upon subsequent
events.
(2) It is anticipated that the loans will be repaid
by Tintic Utah Metals to Chief in the following manner: (i)
Chief's share of any future cash calls under the Operating
Agreement will first be applied as an offset against Chief's loan
account balance and Chief shall not be required to make cash
contributions to the extent of Chief's said loan account balance;
(ii) at such time as Tintic Utah Metals realizes a positive cash
flow, a portion thereof (to be determined pursuant to agreement
between Chief and Tintic Utah Metals) will be paid to Chief on
account of its loan balance; and (iii) by agreement between Chief
and Tintic Utah Metals.
II. Chief And Thyssen To Each Bear Its Own Costs;
No Claims Against The Other and
Indemnification
A. Whether or not all the Transactions contemplated under
this Letter of Intent are consummated, Chief and Thyssen shall
each bear its own legal, accounting, printing and any and all
other costs ("Costs of the Transaction") incurred in connection
with governmental and administrative filings, preparation of
agreements and any other related matters required to be acted
upon under this Letter of Intent.
B. Except as otherwise provided at "C", below, in the event
that the Transactions contemplated under this Letter of Intent
are not consummated, neither Chief nor Thyssen shall make any
claim against the other (i) to recover the Costs of the
Transaction, or (ii) to recover any other monetary or other
damages against the other relating to the Transactions, unless
any such claim is based upon the wilful misconduct or gross
negligence of the other party. For the purposes hereof, none of
the following shall be construed as to constitute wilful
misconduct or gross negligence: the Board of Directors of either
Chief or Thyssen do not approve or authorize a Transaction;
Thyssen fails to cause Newco to be formed; Newco does not
complete the Public Offering; Newco and Thyssen fail to agree
upon the terms of the Thyssen Service Agreement; Chief and Newco
fail to agree upon the terms of any and all agreements between
them required under this Letter of Intent; Korea Zinc fails to
consent or approve the Transactions contemplated herein, to the
extent that such consent or approval is deemed necessary by
Chief; Korea Zinc fails to execute amendments to the Operating
Agreement required under this Letter of Intent or otherwise; and,
Chief to unable to deliver clear title to the South Standard
Properties to Tintic Utah Metals. The foregoing circumstances
shall not be construed as the only instances where the elements
of wilful misconduct or gross negligence can be shown not to be
present.
C. Chief and Thyssen each agrees (as "Indemnitor") that it
shall, at its sole cost and expense, indemnify and save
harmless, the other (as"Indemnitee"), against and from any and
all claims actions or proceedings by or on behalf of any person,
firm, corporation, entity or governmental or administrative
authority, arising from or related in any way to any Transaction
under this Letter of Intent and with respect to which
Transaction the Indemnitor had responsibility to arrange and/or
consummate, and from and against all costs, reasonable attorneys
fees, expense and liabilities incurred in or about such claim,
action or proceeding brought thereon. Indemnitor, upon notice
from the Indemnitee, covenants to resist or defend such claim,
action or proceeding at Indemnitor's sole cost and expense.
D. In connection with any permitted claim, action or
proceeding arising under this Letter of Intent brought against
Chief or Thyssen by the other, each of them agrees it shall be
subject to the jurisdiction of any state court of the United
States or any United States Federal Court having jurisdiction
over the subject matter of such claim, action or proceeding, and
each or them does hereby consent to such jurisdiction.
III. Miscellaneous
A. If requested by Thyssen, the Executive Directorship of
Tintic Utah Metals will become a co-directorship, with a person
designated by Thyssen to work on a part time basis, and be
responsible for metallurgical, feasibility study and engineering
matters. The other Executive Director appointed by the members
of Tintic Utah Metals, shall work on a full time basis and be in
charge of geological and environmental matters and the general
management of the projects.
B. The cash loan of $1,500,000 by Chief to Tintic Utah
Metals shall not be deemed a cash call under the Operating
Agreement and shall not result in any obligation on the part of
the other members of Tintic Utah Metals to make loans or
additional capital contributions to Tintic Utah Metals when the
said loan is made by Chief.
IV. Consummation Of Transactions Contemplated Under Letter Of
Intent
A. Chief and Thyssen each acknowledges that all of the
Transactions, as contemplated under this Letter of Intent, cannot
be simultaneously consummated. This Letter of Intent is entered
into between Chief and Thyssen with the understanding that after
one or more of the Transactions has been consummated, it is
possible that one or more of the remaining Transactions will not
be consummated. Accordingly, the failure or inability of Chief
or Thyssen to consummate any one or more of the Transactions
shall automatically work to terminate the agreement of Chief and
Thyssen to further proceed with the Transactions contemplated
under this Letter of Intent, unless one of them, at the request
of the other, waives, in writing, the consummation of the
Transaction or Transactions that were not so consummated. In the
event of such termination, neither Chief nor Thyssen shall have
any liability to the other, except to the extent specifically
provided at "II" , above.
B. No agreement, consent, approval and amendment referred
to in this Letter of Intent shall be deemed consummated or given
unless in writing, duly executed by an authorized officer or
representative of the signor, and which document shall have been
approved and authorized by the Board of Directors or other
governing authority of the signor, to the extent that such
approval or authorization is required under applicable law. The
provisions of this Paragraph shall be in addition to, and not in
limitation of, the other conditions elsewhere required in this
Letter of Intent for the consummation of the Transactions.
V. Procedure To Be
Followed
Chief and Thyssen each acknowledge that if the Public
Offering is not successfully completed, the other Transactions
set forth in this Letter of Intent dependant upon the completion
of the Public Offering cannot be consummated as contemplated
herein. Conversely, Chief and Thyssen each further acknowledge,
that in order for Newco to successfully complete the Public
Offering, the various agreements, consents, approvals and
amendments referred to hereinabove will need to have been
executed and obtained in advance of the effective date of Newco's
offering its shares to the public. Accordingly, Chief and
Thyssen agree that after Thyssen provides Chief with written
confirmation that Newco has been incorporated, Chief and Thyssen
shall initiate the drafting of the various documents contemplated
under this Letter of Intent and seek to obtain the necessary
consents and approvals in connection therewith. To the extent
required by Chief or Thyssen, such documents may include a
provision stating that they are conditioned upon Newco receiving
the required proceeds from the sale of its stock in the Public
Offering.
VI. Applicable Law
This Letter of Intent shall be governed by and construed in
accordance with the internal laws, and not the laws of conflict,
of the State of New York.
THE INTERIM ARRANGEMENT
As set forth at "Preliminary", at page "1" hereof, it is the
intent of the parties that pending the consummation of the
transactions set forth at THE OVERALL PLAN, above, an arrangement
be reached between them whereunder Thyssen will perform the
services and supply the materials for the benefit of Tintic Utah,
the nature of such services and materials to be as set forth at
Section I3(a) of THE OVERALL PLAN. Subject to a written
agreement being reached between Chief and Thyssen regarding same,
Thyssen will perform the services and supply the materials, up to
a value of $1,000,000, without any of the Transactions described
under THE OVERALL PLAN having been consummated. If the THE
OVERALL PLAN is eventually consummated, Thyssen shall receive
credit for the value of such services performed and the materials
supplied prior to such consummation. The parties recognize that
it is possible that THE OVERALL PLAN might not be consummated,
even though Thyssen has performed services and supplied materials
under THE INTERIM ARRANGEMENT. The said written agreement which
the parties will seek to reach between them regarding THE INTERIM
ARRANGEMENT shall provide for a transfer by Chief to Thyssen of a
portion of Chief's membership interest in Tintic Utah and/or the
issuance of shares of Chief's common stock to Thyssen, if the
aforementioned possibility should occur. The portion of
membership interest to be transferred and/or the number of Chief
shares to be issued shall be dependent upon the value of the
services performed and materials supplied by Thyssen. Such a
transfer of membership interest shall be subject to any approvals
required by the other members of Tintic Utah. Thyssen agrees
that it shall not at any time, or under any circumstances, seek
to collect any portion of the value of services performed or
materials supplied from Chief, other than by way of receiving a
portion of Chief's membership interest in Tintic Utah or by
receiving shares of Chief common stock.
In the event that Chief and Thyssen are unable to reach the
written agreement contemplated under this section of the Letter
of Intent pertaining to THE INTERIM ARRANGEMENT, either party
shall have the right to cancel this Letter of Intent upon written
notice to the other.
Signed and dated as of the date hereinabove set forth.
Chief Consolidated Mining Company
BY /s/: Leonard Weitz
President
Thyssen Mining Construction of
Canada Ltd.
BY /s/: Peter Kuhn
President
Index to Financial Statements for the Years Ended December 31,
1997 and 1996
Chief Consolidated Mining Company
Page
Report of Independent Public F-2
Accountants
Financial Statements:
Consolidated Balance Sheet F-3
Consolidated Statements of F-4
Operations
Consolidated Statements of F-5
Stockholders' Equity
Consolidated Statements of Cash F-6
Flows
Notes to Consolidated Financial F-8
Statements
Schedules are omitted either because they are not required or
because the required information is contained in the financial
statements or notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Chief Consolidated Mining Company:
We have audited the accompanying consolidated balance sheet of
Chief Consolidated Mining Company (an Arizona corporation) and
subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, shareholders' equity and
cash flows for the years ended December 31, 1997 and 1996. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
As discussed in Note 1, approximately $6,467,000 of the assets of
the Company consist of investments in mining claims and
properties for which significant additional development costs
must be incurred to bring these mining properties controlled by
the Company into operation. The realization of these investments
is dependent upon the ability of the Company and/or its joint
venture partners to obtain the required capital to complete the
development of these mining properties.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Chief Consolidated Mining Company and subsidiaries as of
December 31, 1997 and the results of their operations and their
cash flows for the years ended December 31, 1997 and 1996 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
February 27, 1998
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
ASSETS
CURRENT ASSETS:
Cash $345,516
Accounts receivable 2,925
Other current assets 41,250
Total current assets 389,691
INVESTMENT IN CENTRAL STANDARD CONSOLIDATED MINES 79,961
ADVANCES TO CENTRAL STANDARD CONSOLIDATED MINES 25,150
MINING CLAIMS AND PROPERTIES, less accumulated 8,045,236
depletion of $819,444
MACHINERY AND EQUIPMENT, less accumulated depreciation 52,603
of $66,678
OTHER ASSETS 6,250
Total assets $8,598,8
91
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 74,955
Accrued liabilities 15,600
Total current liabilities 90,555
ACCRUED RECLAMATION COSTS 300,000
MINORITY INTEREST 2,583,908
COMMITMENTS AND CONTINGENCIES (Notes 1 and 7)
SHAREHOLDERS' EQUITY:
Preferred stock - $.50 par value; 1,500,000 shares 2,600
authorized, 5,200 shares outstanding
Common stock - $.50 par value; 20,000,000 shares
authorized, 6,054,209 shares issued and outstanding 3,027,105
Additional paid-in capital 11,720,60
7
Deferred compensation (21,089)
Notes receivable from shareholders (87,500)
Accumulated deficit (9,017,29
5)
Total shareholders' equity 5,624,428
Total liabilities and shareholders' equity $8,598,8
91
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
REVENUES:
Interest $ 43,331 $
74,804
Land sales and other 42,562 41,206
Total revenues 85,893 116,010
EXPENSES:
General and administrative 637,267 709,916
Reclamation (Note 7) 300,000 -
Operating costs 290,428 480,829
Taxes other than income taxes 15,604 8,171
Exploration 4,802 435,187
Total expenses 1,248,101 1,634,103
NET LOSS BEFORE MINORITY INTEREST (1,162,208 (1,518,093
) )
MINORITY INTEREST 209,957 -
NET LOSS $(952,251) $
(1,518,093
)
NET LOSS PER COMMON SHARE
(Basic and Diluted) $ (0.16) $ (0.26)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Basic and 5,964,970 5,947,028
Diluted)
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
Notes
Addition Receivab
Preferred Common Stock al Deferred le Accumula
Stock Paid-in From ted
Shar Amoun Shares Amount Capital Compensa Sharehol
Deficit
es t tion
ders
Balance at December 31, 1995 5,20 $ 5,813,1 $2,906 $11,03 $(71
$(87, $6,54
0 2,600 09 ,555 6,444 ,274)
500) 6,951
Exercise of stock options at
average equivalent price of - - 175,000 87,500 437,500 -
$3.00 per share
Issuance of common stock as
bonus to joint venture - - -93,000 - - -
officer at $4.65 per share
Amortization of deferred -- - 25,185 - -
compensation
Net loss - - - - 1,518,09
3
Balance:12\31\96- 5,20- 2,600-5,988,1- 2,994,0-11,566,9(46,089)(87,500)8,065,04
0 09 55 44 4
Issuance of common stock - 62,500 31,250 206,250- - -
through private placement
Issuance of common stock as
payment for consulting 3,600 1,800 17,888 - - -
services
Forfeiture of common stock
options by joint venture - (93,000) - - -
officer at $4.65 per share
Amortization of deferred - - - 25,000 - -
compensation
Grant of stock options as
payment for consulting - - 22,525 - - -
services
Net loss - - - - 952,251
Balance at12\31\97 5,20 $6,054,2 $3,027 $11,72 $(21 $(87, $9,01
2,600 09 ,105 0,607 ,089) 500) 7,295
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
Increase (Decrease) in Cash and Cash Equivalents
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(952,251) $(1,518,093)
Adjustments to reconcile net loss to
net cash used in operating
activities-
Noncash expense related to assumption
of reclamation liability 300,000 -
Noncash expense (income) related to
issuance (forfeiture) of common (70,475) 93,000
stock options
Issuance of common stock for services 19,688 -
rendered
Depreciation 18,171 16,838
Amortization of deferred compensation 25,000 25,185
Increase in accounts receivable 3,307 29,237
Increase in other assets 774 5,630
Increase (decrease) in accounts 57,246 (193,069)
payable
Increase (decrease) in accrued (99,341) 1,565
liabilities
Net cash used in operating activities (697,881) (1,539,707)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease in U.S. treasury bills 621,214 2,058,557
Mining property development costs (209,941) (1,084,261)
Purchase of property and equipment (5,422) -
Cash received from consolidation of
Tintic Utah Metals LLC 480,525 -
Advances to affiliates - (4,000)
Net cash provided by investing 886,376 970,296
activities
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from sale of common stock 237,500 525,000
Change in minority interest (132,729) (172)
Net cash provided by financing 104,771 524,828
activities
NET INCREASE (DECREASE) IN CASH 293,266 (44,583)
CASH AT BEGINNING OF YEAR 52,250 96,833
CASH AT END OF YEAR $345,516 $ 52,250
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
During 1997, the Company issued 3,600 shares of common stock
(fair market value of $19,688) and 10,000 options to purchase
common shares (fair market value of $22,525) to an entity as
partial payment for professional services rendered in
connection with providing consulting services to the Company.
During 1996, the Company issued an option to purchase 20,000
shares of common stock to the executive director of Tintic at
an option price of $7 per share. The option had a fair value
of $4.65 per share. In connection with the issuance of this
option, the Company recognized expense of $93,000. In 1997,
these options were forfeited, and the Company offset general
and administrative expenses by the same amount.
During 1996, the Company contributed $3,923,510 of net mineral
properties and $52,363 of net property and equipment as an
investment in the Tintic Utah Metals LLC ("Tintic") joint
venture. Effective August 15, 1997, the Company obtained 75
percent ownership of Tintic and therefore has consolidated
Tintic effective from that date. The net assets of Tintic at
the time of consolidation were $8,674,612 (see Note 1).
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) NATURE OF OPERATIONS AND INVESTMENTS
Chief Consolidated Mining Company ("Chief") was incorporated
in the state of Arizona in 1909. The Company currently is
the owner of or has vested interest in approximately 17,000
acres of patented mining property in the Tintic Mining
District in Utah County and Juab County, Utah. Chief and
its subsidiaries (collectively, the "Company") operate as a
mineral resource company actively engaged in the exploration
and development of their mining claims and properties.
Tintic Joint Venture
On July 17, 1996, the Company, Akiko Gold Resources Ltd.
("Akiko") and KOREA Zinc Co., Ltd. ("Korea Zinc") formed
Tintic Utah Metals LLC ("Tintic"). The Company contributed
$3,975,873 of its mining claims and properties and machinery
and equipment for an undivided 50 percent interest in
Tintic. Akiko and Korea Zinc were obligated to contribute
$3,000,000 each for a respective, undivided 25 percent
interest in Tintic. On March 11, 1997, the Company, Akiko
and Korea Zinc entered into an amendment of the Tintic
operating agreement. The amendment provided for Akiko and
Korea Zinc to vest in their interests in Tintic as they each
contributed the $3,000,000 to Tintic in accordance with an
agreed-upon schedule. The amendment also provided that if
Akiko did not make timely contributions to Tintic, Korea
Zinc could make the required contribution and increase its
respective interest in Tintic.
During 1996 and 1997, Korea Zinc contributed $2,000,000 and
$1,000,000, respectively. Akiko did not make its required
contributions in 1997, and Korea Zinc did not elect to make
any more contributions. As a result, in accordance with the
amended agreement, effective August 15, 1997, the Company's
vested interest in Tintic increased to 75 percent while
Korea Zinc's vested interest remained at 25 percent. As a
result of its failure to contribute the required capital to
Tintic, Akiko forfeited any rights of ownership in Tintic.
The Company and Korea Zinc are required to make additional
capital contributions to fund approved programs and budgets
in proportion to their respective percentages in Tintic.
The failure of a member to meet its contribution requirement
could result in the dilution of that member's percentage
interest.
The Company's contribution was made at the historical bases
of the related mining properties and machinery and equipment
for financial reporting purposes. No gain recognition or
step-up in basis was recorded in the accompanying
consolidated financial statements as a result of the
transaction.
In 1997, the Company signed a Letter of Intent with Thyssen
Mining Construction of Canada, Ltd., the North American
subsidiary of Thyssen Schachtbau GmbH of Germany. The
Letter of Intent contemplates a series of agreements and
events that would include the purchase from Chief of a 24
percent interest in Tintic, by a corporation to be formed
and controlled by Thyssen. The purchase would reduce
Chief's current 75 percent interest in Tintic to 51 percent.
The terms of the Letter of Intent call for the Thyssen
controlled corporation to pay to Chief a total of $3,500,000
for the 24 percent interest in the joint venture.
Additionally, Thyssen would receive 125,000 shares of Chief
common stock. The $3,500,000 purchase price would be
comprised of $1,000,000 in mining services and materials at
Thyssen's cost and $2,500,000 in cash. Upon receipt of the
$2,500,000, the Letter of Intent anticipates that Chief
would loan $1,500,000 to Tintic in order to provide Tintic
with additional working capital.
South Standard Merger
On June 28, 1996, South Standard Mining Company ("South
Standard"), a Utah corporation, merged with and into Chief
Gold Mines, Inc. ("Chief Gold"), a Delaware corporation and
wholly owned subsidiary of the Company with Chief Gold being
the surviving corporation. The 1,241,717 outstanding shares
of South Standard common stock were converted into 372,515
shares of the Company's common stock. The transaction was
accounted for as a pooling of interests and the consolidated
financial statements have been retroactively restated for
all periods prior to the merger to include the operations of
South Standard. South Standard owned 214 patented mining
claims containing approximately 2,554 acres and ten
fractional unpatented mining claims containing ten acres in
the East Tintic Mining District in Utah County and Juab
County, Utah.
Central Standard Consolidated Mines
The Company owns approximately 23 percent of the outstanding
capital stock of Central Standard Consolidated Mines.
Operations
During the years ended December 31, 1997 and 1996, the
Company has not generated significant revenues and has
incurred net losses. The Company's operating activities
used $697,881 and $1,539,707 of cash during the years ended
December 31, 1997 and 1996, respectively. Significant
additional development costs must be incurred to bring the
Company's and Tintic's main ore body, with a book value of
approximately $6,467,000 at December 31, 1997, into
operation, including the approval of a de-watering permit by
the State of Utah.
The Company's unrecovered investment in mining claims and
properties, net of applicable depletion, is $8,045,236 as of
December 31, 1997, representing approximately 94 percent of
total assets.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of the Company and all majority owned
subsidiaries. The Company's 23 percent investment in
Central Standard Consolidated Mines is accounted for using
the equity method.
Mining Claims and Property
Costs of developing mining properties (upon completion of
exploration) are capitalized. Exploration costs are
expensed as incurred. When a mining property reaches the
production stage, the related capitalized costs will be
amortized using the units of production method on the basis
of proven and probable ore reserves. The Company's mining
properties are periodically assessed for impairment of value
and any losses are charged to operations at the time of
impairment. No mineral depletion provisions have been made
since 1978 as a result of suspension of mining on the
Company's properties.
Property and Equipment
Property and equipment are recorded at cost. Major
additions and improvements are capitalized while minor
replacements, maintenance and repairs that do not increase
the useful lives of the assets are expensed as incurred.
Depreciation of property and equipment has been computed
using the straight-line method over estimated useful lives
ranging from 3 to 20 years.
Reclamation Costs
Reclamation costs are accrued and expensed, principally by
the units-of-production method, based upon estimated proven
and probable ore reserves. Reclamation liabilities are
recognized upon determination.
Income Taxes
The Company follows the provisions of SFAS No. 109,
"Accounting for Income Taxes," which requires that income
tax accounts be computed using the liability method.
Deferred taxes are determined based upon the estimated
future tax effects of differences between the financial
statement and tax bases of assets and liabilities given the
provisions of currently enacted tax laws.
Net Loss Per Common Share
Basic net loss per common share ("Basic EPS") excludes
dilution and is computed by dividing net income by the
weighted-average number of common shares outstanding during
the year. Diluted net loss per common share ("Diluted EPS")
reflects the potential dilution that could occur if stock
options or other common stock equivalents were exercised or
converted into common stock. The computation of Diluted EPS
does not assume exercise or conversion of securities that
would have an antidilutive effect on net loss per common
share. All common stock equivalents were excluded from the
calculation of Diluted EPS for the years ended December 31,
1997 and 1996 because they would have been antidilutive,
thereby decreasing the net loss per common share.
At December 31, 1997, there were outstanding options to
purchase 560,000 shares of common stock.
Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
(3) CAPITALIZATION
The Board of Directors of the Company authorized the
issuance of common stock in exchange for preferred stock on
a share-for-share basis if elected by the preferred
stockholders. Preferred shares obtained by the Company in
the exchange are retired. During 1997 and 1996, no
preferred shares were exchanged for common shares.
The shares of preferred stock and common stock of the
Company are equal in the right to receive dividends, to
vote, and in all other respects except that upon liquidation
the preferred shares are entitled to a preferential payment
of $.50 per share.
During 1997, the Company issued 3,600 shares of common stock
to an entity as partial payment for professional services
rendered in connection with providing consulting services to
the Company. The shares were issued at a price equal to the
market price of the common stock on the date of issuance.
Subsequent Event
On February 4, 1998, the Company issued 451,500 shares of
common stock through private placement under Regulation D.
The common stock was offered at $3.25 per share resulting in
net proceeds of $1,397,500. The proceeds are expected to be
used to fund mine development efforts and other operational
costs of the Company.
(4) STOCK OPTIONS
The Company applies APB Opinion 25 ("APB 25") and related
interpretations in accounting for its stock-based
compensation plans as they relate to employees and
directors. Accordingly, no compensation cost has been
recognized for stock options granted to officers, directors
and other key employees. Had compensation cost been
determined based on the fair value at the grant date for
awards under its plans consistent with the method required
by SFAS No. 123, the Company's net loss and net loss per
common share would have been increased to the pro forma
amounts indicated below:
1997 1996
Net loss: As $(952,251) $(1,518,
reported 093)
Pro forma (952,251) (2,819,793
)
Net loss per common As $ (0.16) $
share: reported (0.26)
Pro forma (0.16) (0.47)
Because the SFAS No. 123 method of accounting has not been
applied to options granted prior to January 1, 1995, the
resulting pro forma compensation cost may not be
representative of that to be expected in future years.
Incentive Stock Options
During the year ended December 31, 1995, the Company loaned
an officer and an employee $50,000 and $37,000,
respectively, to facilitate their exercise of stock options
issued under a previously existing incentive stock option
plan. The issuance of the loans to the employees created a
new measurement date for financial reporting purposes. The
Company recorded deferred compensation of $75,000 (the
difference between the market value of the stock and
exercise price of the options on the date the loan was
issued) in the 1995 financial statements. The deferred
compensation is being amortized over the three-year life of
the note receivable. During the years ended December 31,
1997 and 1996, $25,000 and $25,185 of expense, respectively,
related to the amortization of the deferred compensation was
recognized in the accompanying statements of operations. No
stock options remain outstanding under the incentive stock
option plan.
Nonqualified Stock Options
From time to time, the shareholders have approved the
issuance of nonqualified stock options to officers,
directors and a key employee. The nonqualified stock
options are immediately vested and must be exercised within
ten years from the date of grant.
During 1996, the shareholders approved the granting of
nonqualified stock options for the purchase of 120,000
shares of common stock to certain officers and directors of
the Company. These options have an exercise price of $6.94
per share (which was the market price on the date of grant)
and expire on December 5, 2005. During 1996, the
shareholders approved the granting of nonqualified stock
options for the purchase of 170,000 shares of common stock
to certain officers and directors of the Company. These
options have an exercise price of $7.00 per share (which was
the market price on the date of grant) and expire on August
7, 2006.
A summary of the status of the nonqualified stock options at
December 31, 1997 and 1996 and changes during the years then
ended is presented in the table and narrative below:
1997 1996
Wtd. Avg. Wtd. Avg.
Exercise Exercise
Shares Prices Shares Prices
Outstanding at
beginning of year 550,000 $5.33 320,000 $3.50
Granted - - 290,000 6.97
Forfeited - - (60,000 3.50
)
Outstanding at end 550,000 5.33 550,000 5.33
of year
Exercisable at end 550,000 5.33 550,000 5.33
of year
Weighted average
fair value of - 4.49
options granted
Of the 550,000 options outstanding and exercisable at
December 31, 1997, 260,000 have an exercise price of $3.50,
with a weighted average remaining contractual life of 6.5
years. The remaining 290,000 of the 550,000 options
outstanding and exercisable at December 31, 1997, have
exercise prices ranging between $6.94 and $7.00, with a
weighted average exercise price of $6.97 and a weighted
average remaining contractual life of 8.4 years.
Other Stock Options
In addition to the incentive and nonqualified stock options
previously discussed, the Company has granted stock options
to investors and the executive director of Tintic at various
times. A summary of the status of these nonqualified stock
options at December 31, 1997 and 1996 and changes during the
years then ended is presented in the table and narrative
below:
1997 1996
Wtd. Avg. Wtd. Avg.
Exercise Exercise
Shares Prices Shares Prices
Outstanding at
beginning of year 239,300 $9.31 394,300 $6.63
Granted 10,000 7.00 20,000 7.00
Exercised - - (175,00 3.00
0)
Forfeited (239,30 9.31 - -
0)
Outstanding at end 10,000 7.00 239,300 9.31
of year
Exercisable at end 10,000 7.00 239,300 9.31
of year
Weighted average
fair value of 2.25 4.65
options granted
All of the 10,000 options outstanding and exercisable at
December 31, 1997 have an exercise price of $7.00, with a
weighted average remaining contractual life of 2 years.
During the year ended December 31, 1997, the Company
recorded promotional expense of $22,525 in the accompanying
consolidated statement of operations for the options granted
to an entity as payment for consulting services performed
for the Company.
During the year ended December 31, 1996, the Company
recorded compensation expense of $93,000 in the accompanying
consolidated statement of operations for the options granted
to Tintic's executive director. During the year ended
December 31, 1997, Tintic's executive director forfeited
these options. As a result, the Company reversed the
compensation expense previously recorded related to these
options.
The fair value of each option granted is estimated on the
date of grant using the Black-Scholes option pricing model
with the following weighted-average assumptions for options
in 1997 and 1996, respectively: risk free rate of 6.0 and
6.2 percent; expected dividend yields of zero percent;
expected lives of 2 and 10 years; expected volatility of 82
and 42 percent.
(5) INCOME TAXES
The income tax provisions for 1997 and 1996 differ from the
amounts computed by applying the statutory federal income
tax rate to the loss before provision for income taxes as
follows:
1997 1996
Statutory federal income tax (35.0)% (35.0)%
rate
State income taxes, net of (3.3)% (3.3)%
federal benefit
Nondeductible expenses .1 % - %
Valuation allowance 38.2 % 38.3 %
Effective income tax rate - % - %
The tax effects of temporary differences and the related
valuation allowance against the deferred income tax asset as
of December 31, 1997 were as follows:
Deferred income tax assets:
Net operating loss carryforward $2,674,8
11
Future deductible expenses related to
issuance of common stock options 160,064
Future deductible expenses related to 86,063
reclamation
Mine exploration costs capitalized for 126,480
tax purposes
Financial reports over tax depreciation 12,456
Other 1,836
Total deferred income tax assets 3,061,710
Valuation allowance (2,925,376)
Deferred income tax assets, net of
valuation allowance 136,334
Deferred income tax liability:
Amortization of development costs (136,334)
Net deferred income taxes $ -
The Company has net operating loss carryforwards ("NOLs")
for federal tax reporting purposes of approximately
$7,086,000. The NOLs expire as follows:
Year of Amount
Expiration
1998 $161,000
1999 246,000
2000 193,000
2001 232,000
2002 198,000
2003 133,000
2004 205,000
2005 510,000
2006 256,000
2007 181,000
2008 773,000
2009 930,000
2010 1,284,000
2011 1,038,000
2012 746,000
$7,086,
000
The Tax Reform Act of 1986 contains provisions which limit
net operating loss carryforwards available based upon
certain changes in ownership. In connection with the
acquisition of South Standard during 1996, changes in the
ownership of South Standard triggered limitations on all pre-
existing net operating loss carryforwards. Additionally,
the South Standard net operating losses are available for
use only by South Standard. At December 31, 1997,
management estimates that approximately $270,000 of net
operating loss carryforwards are limited to be used only by
South Standard. Of this amount, approximately $180,000 of
these net operating loss carryforwards are available for use
each year. If the annual limited amount is not utilized in
any particular year, it remains available on a cumulative
basis through the expiration date.
(6) RELATED-PARTY TRANSACTIONS
As discussed in Note 4, the Company loaned $50,000 to an
officer and $37,500 to an employee who are also shareholders
of the Company. The loan to the officer bears interest at
the prime rate (8.5 percent at December 31, 1997) and
interest is payable quarterly. The loan to the employee is
noninterest bearing. The principal balance of both notes
receivable is due on November 7, 1998. These notes
receivable are secured by certain shares of the Company's
common stock.
(7) COMMITMENTS AND CONTINGENCIES
Environmental Matters
Prior to 1993, the Company leased its mining properties to
other companies for operation, exploration and development.
Under the terms of the leases, these other companies were
obligated to comply with all federal, state and local
environmental laws and regulations affecting the mining
industry. Management is not aware of any current
environmental contamination and clean-up costs related to
its mining properties for which the Company may be
considered liable.
Tintic would become liable for environmental aspects of
future operations on the Tintic properties, subject to
applicable law. Tintic has applied for the necessary State
of Utah permit in connection with its plans for de-watering
that portion of the Burgin ore body that is located beneath
the water table.
Tintic is currently in the process of transferring a
reclamation obligation from the previous operator of the
Burgin ore body. In prior years, Tintic reimbursed the
previous operator for their costs of maintaining the
reclamation bond in order to facilitate Tintic's continued
development of the mines. In connection with this transfer,
Tintic has agreed to assume the existing reclamation
liability associated with the Burgin property once the
transfer is approved by the State of Utah. As management
believes the transfer is probable, Tintic recorded an
estimated liability of $300,000 in 1997 for the existing
liability on the Burgin property. Management believes that
this liability will only become due when all mining efforts
have been abandoned on the Burgin property.
Operating Leases
The Company leases a vehicle under a noncancelable operating
lease through October 1999. The lease payments on the
vehicle are $285 per month.
In March 1997, the Company signed a long-term, noncancelable
operating lease for its New York City office space. The
lease expires on May 31, 2001. Lease payments are $1,850
per month.
Future minimum lease payments under these leases are due as
follows:
Year ending December
31,
1998 $25,620
1999 24,765
2000 22,200
2001 9,250
$81,835
_______________________________
