U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
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, 1998
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 Pacific Exchange, Inc
Securities registered under Section 12(g) of the Exchange
Act:
Common Stock, $0.50 par value The NASDAQ Stock Marketr
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. $73,711
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.)
$19,062,070 as of March 11, 1999.
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 April 9, 1999
Common Stock $0.50 par value 7,311,741
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):
Transitional Small Business Disclosure Format (check one):
YES: NO X
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. Registrant's executive office is located at
500 Fifth Avenue, New York, NY 10110. See "Item 2. Description
of Property-Ownership and Interests In Acreage and Location." for
information concerning mining and real estate properties owned by
registrant and the composition and use of said properties.
Registrant has a total of four employees, including a mine
manager employed in Utah and three employees in New York.
Tintic Utah Metals LLC.
Registrant 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 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.
On March 11, 1997, KZ Utah, Inc. ("Korea Zinc"), a wholly
owned U.S. subsidiary of Korea Zinc Co., Ltd., became the owner
of the remaining 25% vested interest in Tintic Utah Metals by
amendment to an Operating Agreement dated July 17, 1996
("Operating Agreement"). The primary goal of Tintic Utah Metals
is to bring the Burgin Mine back into production. See "Item 2.
Description of Property." Tintic Utah Metals currently has an
executive director and four other employees.
Operating Agreement.
The Operating Agreement, as amended to date, 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. Pursuant to the terms of the Operating
Agreement, registrant 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.
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
adopted, 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.
By an amendment to the Operating Agreement dated October 1,
1998, Korea Zinc granted to registrant an option during the
option period October 1, 1998 to October 15, 1999 ("Option
Period") to purchase Korea Zinc's entire 25% membership interest
in Tintic Utah Metals for $2,000,000. During the Option Period,
Chief will not require Korea Zinc to make advances to Tintic Utah
Metals or to repay to Chief 25% of the advances made by Chief to
Tintic Utah Metals during the Option Period. Chief has not
exercised the Option and the Option remains in effect. The
October 1, 1998 amendment to the Operating Agreement also
provides that if registrant exercises the Option and thereafter
sells all or a portion of the 25% membership interest in Tintic
Utah Metals purchased from Korea Zinc to a third party at a net
selling price in excess of $80,000 for each 1% membership
interest sold, registrant shall pay to Korea Zinc one-half of
such excess over $80,000 for each 1% out of the 25% sold.
Registrant shall, during the Option Period, have complete control
over the day-to-day operations of Tintic Utah Metals.
If registrant does not exercise the option to purchase Korea
Zinc's 25% membership interest by October 15, 1999, any
additional cash contributions or advances 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."
During the aforementioned Option Period that terminates on
October 15, 1999, Korea Zinc shall have no vote upon the
operations of Tintic Utah Metals or in establishing programs and
budgets. If registrant does not exercise its option by October
15, 1999, the management of Tintic Utah Metals will thereafter be
conducted by the two members through a management committee, with
each member having a voting representative on the committee.
Voting 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 registrant, as the member 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 both members.
As provided in the Operating Agreement, the members have
selected an Executive Director who shall have the delegated power
to manage, direct and control operations of Tintic Utah Metals in
accordance with approved programs and budgets. The Executive
Director is on the management committee, but does not have any
vote.
Tintic Utah Metals is treated for tax purposes 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 provides
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.
Any 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.
If registrant does not exercise its Option to purchase Korea
Zinc's 25% membership interest by October 15, 1999, and a member
desires to sell its interest in Tintic Utah Metals to a third
party subsequent to that date, 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.
Letter of Intent With U.S. Filter Corporation Subsidiary.
On June 29, 1998, Tintic Utah Metals and registrant signed a
Letter of Intent ("Letter of Intent") with a subsidiary of U.S.
Filter Corporation. U.S. Filter Corporation is a leading global
provider of industrial and municipal water and waste water
treatment systems, products and services. Under the terms of the
Letter of Intent, U.S. Filter Operating Services ("U.S. Filter")
will determine the feasibility of U.S. Filter designing,
building, owning and operating a water treatment plant on the
site of the Burgin Mine in the East Tintic Mining District of
Utah to treat and recycle water for beneficial use. U.S. Filter
would construct the water treatment plant. Tintic Utah Metals
would be responsible for the Burgin Mine dewatering system that
would supply water to the U.S. Filter plant. A projected
dewatering rate of up to 18,000 gallons a minute from the Burgin
Mine would be treated at the U.S. Filter plant, which would
result in dewatering the Burgin Mine to its lowest planned
operating levels in an environmentally sound manner.
U.S. Filter is continuing its work relating to background
information, proposed operation, regulatory issues, projected
scope and objectives, proposed water treatment, beneficial use of
treated water and the economic viability of its project. A
successful final agreement with U.S. Filter, subject to the State
of Utah, granting to Chief the appropriation of Burgin Mine
water, would provide for U.S. Filter's construction of a water
treatment facility, pursuant to the terms and provisions of the
Letter of Intent. See "Registrant's Application for
Appropriation of Burgin Mine Water", below.
Registrant's Application for Appropriation of Burgin Mine
Water.
As part of a plan to dewater the main Burgin orebody that is
below the 1,050 ft. level of the Burgin Mine, registrant filed an
application with the State of Utah in September 1998 for the
appropriation of Burgin Mine water covering up to 18,000 gallons
per minute or up to eight billion gallons annually. The water
from the Burgin Mine would be put to beneficial use as a new
supply of water in the service area of the Central Utah Water
Conservancy District by its addition to current supplies of
drinking water and agricultural water. The application was
accepted by the State and protests to the application were
received from several parties, consisting primarily of Utah water
distributors and water users. A public hearing was held on the
application in Salt Lake City, Utah on March 30, 1999. See "Item
6. Management's Discussion and Analysis or Plan of Operation.-
PLAN OF OPERATION-Registrant's Application For Appropriation Of
Burgin Mine Water." for additional information concerning the
public hearing and the application. Also see "Letter of Intent
With U.S. Filter Subsidiary", above, for information concerning
the possible construction of a water treatment facility if
registrant's water appropriation application is approved.
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 registrant's obtaining additional short-term
funding and 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 long-
term 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 $38 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 dated November 18, 1997 with
Thyssen Mining Construction of Canada Ltd. ("Thyssen Mining")
that had contemplated a series of agreements and events involving
Tintic Utah Metals has expired by its terms without such
agreements being effectuated. Also, Tintic Utah Metals' agreement
dated November 12, 1996 with Thyssen Mining that contemplated
several phases of work by Thyssen Mining is no longer in effect.
Registrant has therefore been currently using its own financial
resources to fund Tintic Utah Metals' ongoing work at the Burgin
Mine.
Main Tintic Mining District.
The area known as registrant's Main Tintic Mining District
consists of approximately 6,000 acres owned by registrant and is
not a part of the Operating Agreement to Tintic Utah Metals. In
October 1996, Registrant completed an up-to-date refurbishing of
the Chief Number 2 shaft. The shaft has been open since 1979
when it was rehabilitated by Asarco Inc. under a lease that
expired in 1984. Registrant has filed an application with the
State of Utah for the appropriation of fresh water from its Main
Tintic District property, the water to be pumped from the Chief
Number 2 shaft if the application is approved. See "Item 6.
Management's Discussion and Analysis Or Plan Of Operation - PLAN
OF OPERATION - Registrant's Application For Appropriation Of
Water From Main Tintic District."
Trixie Mine.
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. 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- Trixie Mine and 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
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
between registrant and Korea Zinc, 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. - Operating Agreement." for a description of Tintic Utah
Metals, registrant's vested 75% membership interest in 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; 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;
and, in 1996 registrant entered into the Operating Agreement with
Korea Zinc. See "Item 1. Description of Business." 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 properties owned by registrant. See
"Item 1. Description of Business.-Main Tintic Mining District."
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. Although Kennecott,
during that period, did not report Burgin ore reserve figures to
registrant, it did report annually to registrant that one
additional ton of ore was developed to replace every ton mined.
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 estimates of 1,032,173
tons of proven and probable ore reserves, with essentially the
same grades. Tintic Utah Metals' 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 availability of adequate financing
and the approval by State of Utah regulatory agencies of Tintic
Utah Metals' proposed method for dewatering below the water table
of the Burgin Mine. See "Item 1. Description of Business. -
Registrant's Application for Appropriation of Burgin Mine Water."
However, Tintic Utah Metals does intend to proceed with the
exploration and development of areas above the water table of the
Burgin Mine, including the silver fissure and other potential
mineralized zones and to begin mining from the silver fissure
zone when sufficient funds are available to registrant for that
purpose. 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&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.
By the end of February 1997, a total of forty-one drill
holes had been completed by Tintic Utah Metals in its drilling
program through the Burgin Mine's Apex Number 2 shaft, with
assays indicating high grade mineralization intercepts in
approximately one-half of these drillholes. See "Proven and
Probable Ore Reserves at the Burgin Mine.", above. 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 Burgin 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. Beginning in November, 1998, Tintic
Utah Metals conducted renovation and clean-up work at the
concentrating mill, and such work continues to date.
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.
Trixie Mine.
As a result of the merger of South Standard into Chief Gold
Mines, 2,554 acres of patented mining properties, including the
Trixie Mine properties, were received by Chief Gold Mines. The
Trixie Mine properties are contiguous with the Burgin Mine
properties. The Trixie Mine had been included as part of the
Unit Lease with Kennecott. See "Item 1. Description of Business
- - Trixie Mine." and "Ownership and Interests in Acreage and
Location-East Tintic District.", above.
The Trixie Mine had been South Standard's principal mining
asset prior to the merger. 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. Registrant began limited mining and stockpiling of
ore from the Trixie Mine in March 1999. See "Item 6.
Management's Discussion And Analysis Or Plan Of Operation.- PLAN
OF OPERATION-Trixie Mine."
Real Estate.
Registrant estimates that approximately 6,000 to 7,000 acres
of its Utah properties have a potential for residential and/or
commercial development. See "Item 6. Management's Discussion and
Analysis Or Plan of Operation - PLAN OF OPERATION - Proposed Sale
Of Real Estate For Development."
Item 3. Legal Proceedings.
A lawsuit was brought by Mammoth Mining Company ("Mammoth")
and Keystone Surveys against a group of defendants that include
Tintic Utah Metals. Registrant is not a defendant in the
lawsuit. The suit was instituted in the Fourth Judicial District
Court, Juab County, Utah (Civil No. 980600025QT) and arose out of
an action that had been brought by Frank Vincent et al. against
Mammoth (same case number). The complaint against Tintic Utah
Metals does not specify any dollar amount sought against Tintic
Utah Metals, nor does it appear to contain any specific
allegations of wrongdoing against Tintic. The time for Tintic
Utah Metals to answer the complaint against it has been extended.
Mammoth's counsel has advised Tintic Utah Metals' counsel that
the main lawsuit brought by Frank Vincent et al. against Mammoth
Mining may be settled, with the lawsuit brought by Mammoth
against Tintic Utah Metals and others to be withdrawn as a
result. Counsel to Tintic Utah Metals has advised that it is of
the opinion that the lawsuit brought by Mammoth is without merit
since it fails to state a cause of action and no specific
allegations of wrongdoing and damages are set forth in the
complaint.
Registrant is not a party to any lawsuits.
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 December 15, 1998. 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 5,947,760 3,900 457,647
James Callery 5,951,655 5 457,647
Paul Hines 5,951,660 - 457,647
Edward R. Schwartz 5,951,660 - 457,647
Victor V. Tchelistcheff 5,951,660 - 457,647
(*Cumulative voting for Directors)
(2) Proposal to approve the selection of the firm of Arthur
Andersen LLP as independent public accountants for registrant for
1998. Proposal (2) was approved by shareholders at the meeting:
Votes Cast Votes Abstentions Broker
For Against Individuals Non-Votes
4,949,122 34,646 - 494,918
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 Marketr under the symbol
CFCM and the Pacific Exchange, Inc. under the symbol CFC.
High and low sales prices of registrant's common stock on
the NASDAQ Stock Marketr for each quarterly period during the
past two years are as follows:
1998 Market Price High Low
First Quarter.................... 5-5/8 3-5/8
Second Quarter................... 5-1/16 3-3/8
Third Quarter.................... 3 1-7/16
Fourth Quarter................... 3-3/4 1-9/16
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
Approximate number of holders of record of registrant's
common stock as of March 11, 1999 - 2,000.
No cash dividends were declared during the years 1998 and
1997.
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 1998 or during the period January 1, 1999 to March 11, 1999.
Registrant's consolidated revenues of $73,711 in 1998 consisted
of $37,660 in revenues from real estate sales and miscellaneous
sources and $36,051 in revenues from interest. Registrant's
consolidated revenues of $85,893 in 1997 consisted of $42,562 in
revenues from real estate sales and miscellaneous sources and
$43,331 in revenues from interest.
Registrant's consolidated net loss for 1998 was $1,729,652
as compared to a consolidated net loss of $952,251 in 1997. The
increase of $777,401 in the loss for 1998 as compared to the loss
in 1997 resulted primarily from registrant's inclusion in its
financial statements of its allocated loss sustained by Tintic
Utah Metals for 1998 in the amount of $631,385. The registrant's
allocated share of the loss increased during 1998, in accordance
with the Operating Agreement, due to certain advances made by
registrant to Tintic Utah Metals during 1998.
Cash Needs Of Registrant.
Registrant expended, directly and through Tintic Utah
Metals, a total of approximately $1,727,000 during the year 1998
and in January and February of 1999, principally in connection
with: completion of the rehabilitation and development of the
Trixie Mine; rehabilitation work on the Burgin Concentrating
Mill; exploration and development of the silver fissure area of
the Burgin Mine (above the water table); and costs associated
with registrant's applications to the State of Utah for the
appropriation of Burgin Mine water and for the appropriation of
water in the Main Tintic District. Although registrant owns a
75% membership interest in Tintic Utah Metals, registrant
provided all of the cash advances to Tintic Utah Metals during
the aforesaid period because Korea Zinc, the owner of the
remaining 25% membership interest, had advised registrant that it
was unable to transfer monies into the United States. See "Item
1. Description of Business-Operating Agreement." for information
concerning the Third Amendment to the Operating Agreement
whereunder Korea Zinc granted an option to registrant to purchase
Korea Zinc's 25% membership interest in Tintic Utah Metals for
$2,000,000, with registrant to have full operating control of
Tintic Utah Metals during the option period that ends October 15,
1999.
The funds that registrant expended during 1998 and in
January and February of 1999 for the above purposes and the
additional funds registrant used to pay its general corporate
overhead were derived primarily from $214,800 in cash on hand at
January 1, 1998 and $2,509,700 from proceeds raised from the sale
by registrant of shares of its common stock in private placements
during 1998. As at February 28, 1999, there remained $449,400 of
cash on hand. The extent by which registrant will be able to
continue to fund its activities on its own properties and to make
further advances to Tintic Utah Metals that will allow Tintic
Utah Metals to proceed with its mining and rehabilitation
activities, will depend primarily upon the ability of registrant
during the next several months to raise funds through the sale of
registrant's common stock in private placements and/or the sale
of real estate for residential and commercial development. See
"Proposed Sale Of Real Estate For Development." and "Factors That
May Affect Registrant's Plan of Operation.", below.
As at April 9, 1999, registrant had sufficient cash to meet
its minimum corporate overhead requirements through December 31,
1999. However, if the registrant expects to continue to make
cash advances to Tintic Utah Metals and/or resume the mining and
stockpiling of ore from the Trixie Mine and, when the Burgin
Concentrating Mill becomes operative, pay the initial costs of
processing the ore, the registrant will be required to raise
additional funds during 1999 from the sale of its stock and/or
the sale of real estate. The continuance of cash advances to
Tintic Utah Metals would allow Tintic Utah Metals to (i) proceed
with the work required to complete the rehabilitation of the
Burgin Concentrating Mill (including the purchase a Knelson
concentrator for use in conjunction with the Burgin Mill); (ii)
obtain necessary mining permits from the State of Utah; and (iii)
explore and develop for mining, the ore in the Burgin Mine silver
fissure area. It is anticipated by registrant that any such
additional funds would be used for one or more of the foregoing
purposes, depending upon the amount of cash available and the
order of priority to registrant at the time the funds are
applied. Any such additional funds received in 1999 may also be
used by registrant for the benefit of other areas of registrant's
own mining and real estate properties, including costs associated
with sales of real estate to developers for residential and/or
commercial development and other corporate purposes that may
arise during the remainder of 1999.
Rehabilitation of Burgin Concentrating Mill.
Plans for continuing to mine from the Trixie Mine,
initiating mining from the silver fissure area of the Burgin
mine, and initiating mining from the Eureka Standard Mine, are
subject to successful rehabilitation of the Burgin Concentrating
Mill by Tintic Utah Metals. Tintic Utah Metals estimates that
approximately $700,000 will be required to complete the Mill
rehabilitation. Registrant began to mine ore from the Trixie
Mine in March 1999 on a test basis, which proved successful. On
April 1, 1999, the Trixie Mine was put on a "standby basis"
awaiting the Mill to become operative for the processing of
Trixie ores. Therefore, a top priority of registrant during the
second quarter of 1999 will be to provide funds to Tintic Utah
Metals for the purpose of completing Mill rehabilitation and
obtaining permits from the State of Utah that would allow the
Mill to become operative, which in turn would enable the silver
fissure area of the Burgin and the Eureka Standard Mine to become
operative. See "Silver Fissure Area Above The Water Table." and
"Trixie Mine.", below. As stated at "Cash Needs Of Registrant.",
above, registrant's ability to provide those funds to Tintic Utah
Metals will depend upon a sufficient amount of funds raised by
registrant during the next several months.
Silver Fissure Area Above the Water Table.
As stated at "Item 2. Description Of Property.-Proven and
Probable Ore Reserves At The Burgin Mine.", Tintic Utah Metals
intends to begin mining from the silver fissure zone, which is
above the water table of the Burgin Mine. Such mining activity
will be conditioned upon registrant having sufficient funds to
provide advances to Tintic Utah Metals that would allow Tintic
Utah Metals to apply the funds towards completing the development
in the silver fissure area for mining. Ore samples from the
silver fissure, which consist 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. 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. Although, the economic feasibility of mining from
the silver fissure area would also need to be established,
registrant believes that based upon current metals prices, mining
from this section of the Burgin would be economically feasible,
assuming the other above described conditions are fulfilled.
Trixie Mine.
Another high priority in terms of registrant's plans for
1999 is the early resumption of mining from its Trixie Mine and
the shipment of Trixie ore for processing at the Burgin
Concentrating Mill. The continuation of mining from the Trixie
Mine is subject to the ability of registrant to sufficiently fund
the final renovation of the Burgin Concentrating Mill by Tintic
Utah Metals and the ability of registrant to fund the actual
mining activities at the Trixie Mine and pay costs associated
with the processing of the ore until such time as the Trixie Mine
operation becomes self sustaining. See "Item 2. Description Of
Property.-Trixie Mine." for discussion of gold and silver
production from the Trixie Mine during prior years.
Registrant's Application For Appropriation Of Burgin Mine
Water.
As stated at "Item 1. Description of Business.-Registrant's
Application For Appropriation Of Burgin Mine Water.", a public
hearing on registrant's application for the appropriation of
water from the Burgin Mine was held in Salt Lake City, Utah on
March 30, 1999. During the course of the hearing, registrant
demonstrated to the hearing officers the economic viability of
the overall project by presenting information illustrating that
even at current depressed metals prices, very significant pre-tax
annual profits could be derived during the full operation of the
Burgin Mine; registrant believes it was successful in making that
portion of its argument at the hearing. The protesters at the
hearing, as referred to at "Item 1. Description of Business.-
Registrant's Application For Appropriation Of Burgin Mine
Water.", argued that an unspecified amount of Burgin highly
saline water flows underground into Utah Lake, where water
appropriation had previously been granted to parties other than
registrant. It is registrant's interpretation of the protesters'
argument that they were more concerned with the possible
termination of an undocumented underground flow of saline water
into Utah Lake than the potential benefits of a new supply of
water of up to eight billion gallons a year that would be added
from a Burgin water treatment facility to the drinking water and
agricultural water supplies in the service area of the Central
Utah Water Conservancy District.
If the State of Utah grants registrant's application for
appropriation of Burgin Mine water, a subsidiary of U.S. Filter
will determine the feasibility of its building and operating a
water treatment facility on the site of the Burgin Mine. At the
March 30, 1999 public hearing, registrant estimated to the
hearing officers that the building of a water treatment facility
would be in the range of $100 million. Such costs would not be
borne by registrant. See "Item 1. Description of Business.-
Letter of Intent With U.S. Filter Corporation Subsidiary."
The protesters at the March 30, 1999 hearing requested and
were granted the right to submit to the State additional written
material within 30 days. Registrant will be given opportunity to
respond to that submission. The Utah State Engineer is
designated as the State official to render a decision upon
registrant's application. Registrant anticipates that the
decision of the State Engineer on the application will be made by
July 1999.
Proposed Sale Of Real Estate For Development.
As indicated at "Item 2. Description of Property.-Real
Estate.", registrant believes that 6,000 to 7,000 acres of its
Utah properties have the potential for residential and/or
commercial development. Sales by registrant of small unimproved
parcels in the City of Eureka continued in 1998, however no
offers have been received from residential or commercial
developers that contained terms acceptable to registrant.
Registrant is continuing to seek to interest real estate
developers in developing buildable areas of its Juab County and
Utah County properties.
Registrant's Application For Appropriation Of Water From
Main Tintic District.
Registrant has filed with the State of Utah an application
for the appropriation of fresh water from its Main Tintic
District properties. See "Item 1. Description of Business.-Main
Tintic Mining District." The Main District water consists of
relatively fresh water requiring little, if any treatment. The
water is located below the 1,800 foot level of registrant's Main
District properties. This water is accessible via the Chief
Number 2 Shaft which has been rehabilitated and is fully
operational. The primary purpose of registrant's application for
appropriation of Main District water is to have sufficient fresh
water available for future extended development of registrant's
real estate holdings.
Surface Minerals.
On December 16, 1998, registrant entered into a lease
agreement with Consolidated Clay Minerals Company providing for
the mining and sale of clay materials from registrant's Zuma
property. It is anticipated that work by the lessee will begin
in the second quarter of 1999 to obtain clay samples in order to
identify potential markets for the clay materials.
A lease agreement to exploit the potential of other surface
minerals for industrial mineral development on other properties
owned by registrant is currently under negotiation. It is
anticipated that work will begin shortly after completion of a
lease agreement to identify potential industrial mineral markets.
Factors That May Affect Registrant's Plan Of Operation.
Registrant is unable to predict the extent of the work that
will be done by registrant and Tintic Utah Metals during 1999,
since such work will be dependent upon the amount of additional
cash registrant receives during 1999. Therefore, no estimate can
be made at this time as to amounts to be received, if any, from
the sale of common stock in private placements or the sale of
real estate during the remainder of 1999. The main work priority
at the present time is transferring the Burgin Mine mining permit
into the name of Tintic Utah Metals and final renovation of the
Burgin Mill, the completion of which would allow registrant to
ship Trixie Mine ores to the Burgin Mill for processing and sale
to third parties. If sufficient funds are received by registrant
that would allow the completion of renovation of the Burgin Mill
and sales of Trixie Mine ores can be accomplished, it would
provide another source of cash to registrant.
With respect to Tintic Utah Mine's Burgin Mine project,
registrant cannot state with certainty, even if renovation of the
Burgin Mill is completed, that a dewatering plan will be approved
for the Burgin Mine by the State of Utah or that Tintic Utah
Metals will be successful in completing a feasibility study that
would result in its securing project financing. Further, in
order to begin economically feasible mining from the silver
fissure area above the Burgin Mine water table, funds must be
available to Tintic Utah Metals.
Although there has been significant increases in residential
and commercial growth south of Provo, Utah during the past
several years, there is no established market value for large
plots of acreage sold in the Eureka, Utah area. While
registrant believes that the values established in prior sales of
small lots by registrant in Eureka and in sales of developmental
real estate in relatively nearby communities will help establish
a basis for the market value of registrant's real estate, no
assurance can be given that registrant will be successful in its
plans to sell real estate to residential and commercial
developers.
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(1) and Offices with Term During Which
Executive Officers Age Registrant Served in Office
Leonard Weitz 69 Director; President,Director since 1967.
Chairman of the Board
and Chief Executive
Officer
Edward R. Schwartz 88 Director; Secretary- Director since 1974.
Treasurer
James Callery 61 Director Director since 1980.
Paul Hines 61 Director Director since 1994.
Victor Tchelistcheff 69 Director Director since 1996.
(1) Each director was 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 December 15, 1998.
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 1994.
James Callery Engaged in management of oil and gas,
forestry, agriculture and other investments
since prior to 1994.
Paul Hines Financial and management consultant since
prior to 1994.
Victor V. Tchelistcheff Management and communications consultant
in cement, minerals, construction and real estate
development fields since prior to 1994.
Registrant is not aware of any person who, at any time
during the year 1998 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 1998 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* 1998 $175,000(1)
1997 $175,000(1)
1996 $141,667(1) (2)
*President (since August 8 1996) and Chairman and Chief Executive
Officer.
(1) During the year 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
ten year 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 Marketr 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.
OPTION GRANTS DURING FISCAL YEAR ENDED DECEMBER 31, 1998
No stock options were granted by registrant to Leonard Weitz
during the fiscal year ended December 31, 1998.
OPTION EXERCISES DURING FISCAL YEAR
ENDED DECEMBER 31, 1998 AND OPTION VALUES
ON DECEMBER 31, 1998
The following table contains, with respect to stock options held
by Leonard Weitz, information as to option exercises during the
year 1998, the aggregate dollar value realized upon exercise, the
total number of unexercised options held on December 31, 1998 and
the aggregate dollar value of the in-the-money, unexercised
options held on December 31, 1998.
Shares Number of Unexercised Value of Unexercised
Acquired or Value Options at in-the-money options at
Name Exercised Realized December 31,1998(1) December 31, 1998(3)
Nonqualified:
Leonard Weitz None None 120,000(2) -0-
(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 Marketr on December 31, 1998.
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, 1998 and no director
exercised in 1998 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, 1999, 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
William E. Simon 607,150 shares(1) 8.4%
310 South Street
Morristown, NJ 07962
KZ Utah, Inc. 371,800 shares(2) 5.1%
( a subsidiary of
Korea Zinc Co., Ltd
142 Nonnyon-Dong,
Gangnam-Ku
Seoul, Korea)
(1) 357,150 shares owned directly by William E. Simon; 250,000
shares owned by a corporation in which Mr. Simon has shared power
to direct the vote and disposition of the Company's shares held
by the corporation by virtue of his ownership of voting stock in
said corporation.
(2) 371,800 shares owned directly by KZ Utah, Inc.
(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, 1999,
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) 2.3%
RD #2, Box 2750
Charlotte, Vermont 05445
Paul Hines 130,000(3) 1.8%
12 Flying Cloud Rd.
Stamford,
Connecticut 06902
Edward R. Schwartz 165,100(4)(5) 2.2%
1165 Park Avenue
New York, New York 10128
Victor V. Tchelistcheff 50,200(6) 0.7%
384 De Soto Drive
New Smyrna Beach, FL 32169
Leonard Weitz 189,010(7)(8) 2.6%
11 Longview Lane
Chappaqua, New York 10514
Owned by all directors 702,778(9) 9.0%
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. Also includes 10,000 shares held in IRA account.
(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 nonqualified stock options previously approved by
shareholders of registrant to purchase 120,000 shares held by
Leonard Weitz. Also includes 8,000 shares held in IRA account
and 40,000 shares owned jointly with Leonard Weitz's wife.
(8) Does not include 20,000 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 isexercisable by the optionee in whole or in part at any time until
the expiration of the option.
Item 12. Certain Relationships and Related Transactions.
In 1995, the Board of Directors of Registrant had approved a
loan in the amount of $50,000 to Leonard Weitz, registrant's
Chairman and Chief Executive Officer, the proceeds of which were
used by him towards the purchase from registrant of 40,000 shares
of registrant's common stock upon exercise of an incentive stock
option previously granted to Leonard Weitz. The loan was payable
in full on November 7,1998, bearing interest at the prime rate,
adjustable quarterly. During 1998, the Board of Directors of
registrant extended the due date of the note to December 31,
1999. The remaining principal balance of the note is currently
$45,000 and all interest has been paid to date.
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.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 1996 Form
10-KSB Report.
B.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.
C. Second Amendment to Operating Agreement of Tintic Utah
Metals LLC dated as of November 10, 1997 by and between
registrant and KZ Utah, Inc., copies of which were filed with the
Commission by registrant as a part of its 1997 Form 10-KSB
report.
D.Third Amendment to Operating Agreement of Tintic Utah
Metals LLC dated as of October 1, 1998, 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.
"(11)" Not applicable.
"(13)" 1998 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.
"(99)" Not applicable.
(B) Reports filed on Form 8-K:
None
Safe Harbor Statement under the Private Securities Reform Act of
1995:
This report contains forward-looking information and therefore it
necessarily involves risks and uncertainties that could cause
actual events to differ materially from those set forth or
implied herein. Factors that could cause actual events to differ
from these forward looking statements include, but are not
limited to, the following: registrant is unable to raise
sufficient funds during the remainder of 1999 that would allow it
to accomplish any one or more of its priorities, such as making
advances to Tintic Utah Metals for the purpose of renovating the
Burgin Mill and mining from the silver fissure area of the Burgin
Mine, and to mine and process ore from registrant's Trixie Mine;
the failure of registrant to obtain approval from the State of
Utah of its application to appropriate water from the Burgin Mine
or the inability of registrant to reach a definitive agreement
with U.S. Filter pertaining to a water treatment plant and
dewatering system if the application to appropriate water is
granted; notwithstanding the availability of sufficient funds--
the State of Utah fails to issue the mining permit needed to
allow ores from the Trixie Mine and the silver fissure area of
the Burgin Mine to be processed -- it is not economically
feasible to mine and sell ores from registrant's Trixie Mine
and/or from the silver fissure area of the Burgin Mine-- Tintic
Utah Metals is unable to obtain governmental approval and permits
relating to alternative plans to dewatering the Burgin Mine if
registrant's application to appropriate water from the Burgin
Mine is not approved, or is unable to a obtain a positive
feasibility study or secure financing for the main Burgin Mine
mining operation; registrant is unable to enter into an agreement
with a real estate developer relating to the sale of registrant's
real estate for residential and commercial development. For
additional details, see "Item 6. Management's Discussion And
Analysis Or Plan Of Operation. (a) PLAN OF OPERATION-Factors That
May Affect Registrant's Plan Of Operation." These and other risks
are described in registrant's filings with the Securities and
Exchange Commission.
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 April 13, 1999
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 April 13, 1999
By/s/ James Callery
(Signature and Title)
James Callery
Director
Date April 13, 1999
By/s/ Paul Hines
(Signature and Title)
Paul Hines
Director
Date April 13, 1999
By/s/ Victor Tchelistcheff
(Signature and Title)
Victor Tchelistcheff
Director
Date April 13, 1999
THIRD AMENDMENT TO TINTIC UTAH METALS LLC
OPERATING AGREEMENT
This Third Amendment to the Tintic Utah Metals LLC Operating
Agreement (this "Amendment") is made and entered into as of the
1st day of September, 1998 by and between CHIEF CONSOLIDATED
MINING COMPANY, an Arizona corporation ("Chief") and KZ UTAH,
INC., a Delaware corporation ("Korea Zinc").
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 and
November 10, 1997 (the "Operating Agreement", and are all of the
Members of Tintic Utah Metals LLC, a Colorado limited liability
company ("Tintic Utah").
B. Chief is vested with a 75% Membership Interest in Tintic
Utah; Korea Zinc is vested with a 25% Membership Interest in
Tintic Utah. Akiko Resources (Utah) Inc., a signatory to the
Operating Agreement dated July 17, 1996 and the First Amendment
thereto dated March 11, 1997 no longer has any interest
whatsoever in the Operating Agreement or in Tintic Utah.
C. Chief and Korea Zinc desire to further amend the
Operating Agreement so as: (i) to provide for the granting of an
option by Korea Zinc to Chief whereunder Chief would have the
right to purchase Korea Zinc's entire 25% Membership Interest in
Tintic Utah, (ii) to amend during the option period certain
provisions of the Operating Agreement, and (iii) to provide for
certain other matters pertaining to the Operating Agreement, all
upon the terms and conditions hereinbelow set forth.
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. General. 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. Grant of Option. The following new Section 18.21 is
hereby added to Article XVIII of the Operating Agreement:
"18.21 Grant of Option. Korea Zinc hereby grants to
Chief the right and option (the "Option") during the period
beginning October 1, 1998 and ending October 15, 1999 (the
"Option Period") to purchase from Korea Zinc the entire 25%
Membership Interest owned by Korea Zinc in Tintic Utah, upon the
following terms and conditions:
(a) Chief may exercise the Option granted to it
hereunder at any time during the Option Period by payment to
Korea Zinc of the amount of Two Million
($2,000,000.00 U.S.) Dollars by certified or bank cashiers check
or by wiring of funds to the bank account of Korea Zinc, and if
payment is made by check, the check must be written on a bank
acceptable to Korea Zinc. Korea Zinc's 25% Membership Interest
in Tintic Utah shall, without any further action being required,
be deemed purchased by and transferred to Chief on the date of
receipt by Korea Zinc from Chief of such check or wired funds in
the amount of $2,000,000.00 U.S., and effective as of said date
of receipt by Korea Zinc of said payment, Korea Zinc shall be
deemed to have resigned from the Operating Agreement and to have
terminated its Membership Interest in Tintic Utah, thereby having
no further interest or claims in or to Tintic Utah, Tintic Utah's
assets or a Membership Interest in Tintic Utah and Chief shall
have concurrently assumed any liabilities and obligations
(including, without limitation, any outstanding cash calls,
capital account deficiencies or other amounts) then owned by
Korea Zinc to Tintic Utah relating to such 25% Membership
Interest. (The "Related Liabilities").
(b) Each of the Parties covenants and agrees that it
shall execute such certificates and documents as may thereafter
be reasonably requested by Chief in connection with the exercise
of the Option by Chief, the assumption by Chief of the Related
Liabilities and Korea Zinc's termination of its Membership
Interest in Tintic Utah.
(c) Korea Zinc further covenants and agrees that
consistent with the provisions of Section 11.1 of the Operating
Agreement, it shall not during the Option Period pledge or
otherwise encumber its Membership Interest as security with a
third party.
(d) Upon Chief having exercised its Option: (i) Korea
Zinc shall have no further obligations under the Operating
Agreement to make any further contributions; (ii) Korea Zinc
shall have no further right, title or interest in Tintic Utah or
in the Assets of Tintic Utah; and (iii) Korea Zinc shall not make
any demands for payment from Tintic Utah on account of its prior
contributions or otherwise, it being the clear understanding of
the parties hereto that the payment of the exercise price for the
Option by Chief shall constitute any and all consideration to
which Korea Zinc shall be entitled in connection with the
termination of its Membership Interest in Tintic Utah.
(e) In consideration for Korea Zinc granting the
Option to Chief:
(i) Chief agrees that regardless of whether the
Option is exercised, Chief will not require Korea Zinc to repay
to Chief any portion of any loans, cash calls or other funds
provided to Tintic Utah by Chief prior to the date hereof whether
or not any part of such funds represented payment on behalf of
Korea Zinc or for any amount for which Korea Zinc was liable
whether in connection with cash calls, capital account deficits
or other amounts whatsoever under the Operating Agreement in
connection with Korea Zinc's 25% Membership Interest, it being
understood that Chief hereby assumes all liability for such
payments without recourse to recover any portion thereof from
Korea Zinc; and
(ii) Chief shall be responsible for and shall pay on
behalf of Korea Zinc during the Option Period all cash calls and
provide any other funding to Tintic Utah which Korea Zinc would
otherwise be required to pay or fund during the Option Period
pursuant to the Operating Agreement in connection with Korea
Zinc's 25% Membership Interest and Korea Zinc shall have no
obligation to repay or otherwise reimburse or compensate Chief
for any such amounts, whether or not the Option is exercised, it
being understood and agreed that Korea Zinc's 25% Membership
Interest shall be treated as a completely carried interest
throughout the Option Period.
(f) Korea Zinc represents, warrants and covenants to
Chief that there are no existing liens or other encumbrances upon
its 25% Membership Interest in Tintic Utah and if Chief exercises
the Option, there will be no liens or encumbrances existing upon
said Membership Interest at the time of exercise.
(g) Notwithstanding anything to the contrary
hereinabove contained in this Section 18.21, if after Chief has
exercised the Option granted to it hereunder and Korea Zinc's
Membership Interest in Tintic Utah has been terminated, Chief
sells to a third party any Membership Interest in Tintic Utah and
the net selling price thereof is in excess of $80,000 for each 1%
Membership Interest so sold, then Chief covenants and agrees that
it shall, not later than thirty (30) days after it has received
the net proceeds from the third party purchaser, pay to Korea
Zinc an amount equal to 50% of the amount by which the net
proceeds received by Chief from such sale to a third party
purchaser exceed $80,000 for each 1% Membership Interest so sold.
For this purposes hereof, the term "net proceeds" shall mean the
value of all consideration (including the fair market value of
any non-cash consideration, whether in the form of securities.
Services to be provided or other consideration) received by
Chief, as reduced by costs and expenses incurred by Chief that
directly relate to the sale by Chief of such Membership Interest
to a third party purchaser, including, without limitation, legal
fees relating to such sale and the admission of the third party
purchaser as a Member of Tintic Utah, accounting fees incurred
relating to such sale, travel and related expenses incurred by
Chief, and all other costs and expenses incurred by Chief that
are incurred as a result of and necessary for the culmination of
the such sale. If Chief sells any percentage of Membership
Interest in Tintic Utah during the Option Period, such percentage
will be deemed to be a sale of all or a portion of Korea Zinc's
Membership Interest for purposes of this Amendment. The
payment(s) to be made by Chief to Korea Zinc under this Section
18.21(g) shall apply from time to time on a cumulative basis if
Chief sells less than a 25% Membership Interest but shall only
apply to the sale(s) of the first 25% Membership Interest sold by
Chief. To the extent Chief sells more than a 25% Membership
Interest, whether as a single transaction or on a cumulative
basis through a number of transactions, it shall not be required
to make any payment to Korea Zinc with respect to that portion of
such sale(s) which exceeds a 25% Membership Interest. Whether
the consideration received by Chief for any such sale is other
than all cash, Chief shall pay to Korea Zinc its proportionate
share of such cash hereunder and the balance due to Korea Zinc
hereunder shall be paid, at Chie's option, either by the transfer
to Korea Zinc of a proportionate interest in any non-cash
consideration received by Chief or in cash of equivalent value.
3. Amendments In Effect During Option Period. The
amendments to the Operating Agreement set forth hereinbelow in
this paragraph 3 (the "Option Period Amendments"), shall be in
effect during the aforesaid Option Period of September 1, 1998
through December 31, 2000. In the event that Chief does not
exercise the Option granted pursuant to paragraph "2"of this
Amendment, the Option Period Amendments shall no longer be of any
further force and effect as of January 1, 2001 and the parties
shall, from said date, be bound by the terms of the Operating
Agreement without regard to the Option Period Amendments under
this paragraph "3".
(a) Section 5.2 of the Operating Agreement, captioned
"Voting", is hereby amended by adding the following language at
the end of subsection (a), thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 5.2 or elsewhere contained in
this Agreement, so long as Korea Zinc remains a
Member, Korea Zinc and the voting representative
appointed by Korea Zinc on the Management Committee
shall be entitled to vote only upon the matters
described at the following specified
sections of the Agreement, and neither Korea Zinc nor
its representative shall be entitled to vote on any
other matters:
Matters Upon Which Korea Zinc And Its Representative
Entitled To Vote:
Subsections 5.2(d)(iii) through (xii),
inclusive;
Subsection 5.2(d)(xvi)
Section 6.3
In each instance that Korea Zinc is not entitled to
vote on a particular matter under this Section 5.2 or any other
provision of this Agreement, Korea Zinc's Membership Interest
shall be excluded in determining whether or not a Majority Vote
or a Unanimous Vote has been obtained, as the case may be. (By
way of example, if Chief votes its 75% Membership Interest in
favor of a proposal upon which Korea Zinc is not entitled to
vote, such vote by Chief would constitute unanimous consent of
the Members, since Korea Zinc's 25% Membership Interest would be
excluded from the computation.)"
(b) Section 7.8 of the Operating Agreement, captioned
"Manner of Acting", is hereby amended by adding the following
language at the end thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 7.8 or elsewhere contained in
this Agreement, Korea Zinc's right to vote and have its
voting representative vote at meetings of Members and
the Management Committee shall be limited to voting on
those matters described at the following specified
sections of the Agreement, and neither Korea Zinc nor
its representative shall be entitled vote on any other
matters:
Matters Upon Which Korea Zinc And Its Representative
Entitled To Vote:
Subsections 5.2(d)(iii) through (xii),
inclusive;
Subsection 5.2(d)(xvi)
Section 6.3"
(c) Section 8.3 of the Operating Agreement, captioned
"Approval of Proposed Programs and Budgets", is hereby amended by
adding the following language at the end thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 8.3 or elsewhere contained in
this Agreement, Korea Zinc shall not participate in the
review and approval process for the Programs and
Budgets or the Production Programs under this Section
8.3"
(d) Section 8.4 of the Operating Agreement, captioned
"Election to Participate", is hereby amended by adding the
following language at the end of subsection (a), thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this subsection 8.4 or elsewhere contained
in this Agreement: (i) Korea Zinc shall not participate
in the review and approval process for the Programs and
Budgets under this subsection 8.4; (ii) Korea Zinc
shall have no obligation to contribute its
proportionate shares of such Budget; and (iii) Chief
shall, in addition to contributing its own
proportionate share thereof, also contribute Korea
Zinc's proportionate share of such Budget; and (iv)
Neither Korea Zinc's nor Chief's Percentage Interest
shall not be recalculated due its failure to make such
contribution to the Budget."
(e) Subsections (a) and (b) of Section 8.5 of the
Operating Agreement, captioned "Deadlocks on Proposed Programs
and Budgets", are hereby amended by adding the following language
at the end of said subsections:
Added to subsection (a): "Notwithstanding anything to
the contrary hereinabove contained in this subsection
(a) to Section 8.5 or elsewhere contained in this
Agreement, Korea Zinc shall not be required to
contribute any funds for the purposes described in this
subsection (a)."
Added to subsection (b): "Notwithstanding anything to
the contrary hereinabove contained in this subsection
(b) to Section 8.5 or elsewhere contained in this
Agreement, Korea Zinc shall not have the right to
terminate this Agreement and dissolve the Company."
(f) Section 8.6 of the Operating Agreement, captioned
"Budget Overruns; Program Changes", is hereby amended by adding
the following language at the end thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 8.6 or elsewhere contained in
this Agreement, Korea Zinc shall not participate or
have a vote in any approval by the Members of Budget
Overruns or Program Changes under this Section 8.6, nor
shall Korea Zinc have any obligation to contribute its
own funds towards the payment of such Budget Overruns
or Program Changes."
(g) Section 8.7 of the Operating Agreement, captioned
"Emergency or Unexpected Expenditures", is hereby amended by
adding the following language at the end thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 8.7 or elsewhere contained in
this Agreement, Korea Zinc shall not participate or
have a vote in any approval by the Members of Emergency
Programs under this Section 8.7, nor shall Korea Zinc
have any obligation to contribute its own funds towards
the payment of such Emergency Programs."
(h) Section 8.8 of the Operating Agreement, captioned
"Cash Calls", is hereby amended by adding the following language
at the end thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 8.8 or elsewhere contained in
this Agreement, Korea Zinc shall have no obligation to
make cash call advances to Tintic Utah under this
Section 8.8, and no interest shall be charged to Korea
Zinc under Section 8.9 of this Agreement by reason of
Korea Zinc's not having made such cash call payments
and all such cash call payments shall be made by
Chief."
(i) Section 8.11 of the Operating Agreement, captioned
"Project Financing", is hereby amended by adding the following
language at the end thereof:
"Notwithstanding anything to the contrary hereinabove
contained in this Section 8.11 or elsewhere contained
in this Agreement, Korea Zinc shall not participate or
have a vote in any approval by the Members of project
financing under this Section 8.11, and Korea Zinc shall
have no obligation to supply all or part of the cost of
the project form its own funds under this Section
8.11."
(j) Section 11.2 of the Operating Agreement, captioned
"Right of First Refusal", is hereby amended by adding the
following new subsection "(e)" thereto:
(e) "Notwithstanding anything to the contrary
hereinabove contained in subsection (a) through (d) of
this Section 11.2 or elsewhere contained in this
Agreement, Korea Zinc shall not have the right to
transfer all or any part of its Membership Interest to
an Affiliate or to any third party".
(k) Section 11.4 of the Operating Agreement, captioned
"Exception to Preemptive Right", is hereby amended by adding the
following new subsection "(e)" thereto:
"(e) Notwithstanding anything to the contrary
hereinabove contained at subsections (a) through (d) of
this Section 11.4 or elsewhere contained in this
Agreement, Korea Zinc shall not have the right (i) to
transfer all or any part of its Membership to an
Affiliate, or (ii) to grant any security interest in
Its Membership to an Affiliate or to any third party."
4. Other Matters. The following amendments to the
Operating Agreement shall be effective as of the date hereof and
shall remain in effect after the termination of the Option
Period:
A. Section 7.6 of the Operating Agreement, captioned
"Members' Representatives", is hereby amended by deleting
therefrom the following language: "two representatives appointed
by Akiko".
B. Effective as of September 1, 1998, Chief shall have
no further obligation to the other Members or to Tintic Utah to
cause its Affiliate to transfer to Tintic Utah the South Standard
real and personal properties now owned by Chief's Affiliate, and
which properties are referred to at Section 14.5 of the Operating
Agreement, captioned "Special Provisions Regarding South
Standard, North Lily and Other Properties".
C. Section 18.1 of the Operating Agreement, captioned
"Notices; and Names and Addresses of Members", is hereby amended
by (i) changing the address for Chief to 500 Fifth Avenue, New
York, NY 10110 and changing its Facsimile No. to (212)661-4412;
(ii) deleting all references to Akiko Resources (Utah) Inc.; and
(iii) changing the name of the Member from "Korea Zinc" to "KZ
Utah, Inc."
5. Operating Agreement Remains In Effect. Except as
expressly set forth in this Amendment 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. The headings in
this Amendment are inserted for convenience only and are in no
way intended to describe, interpret, define, or limit the scope,
extent or intent of this Amendment or any provision hereof.
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/s___________________ By__s/s_________________
Leonard Weitz Yong Duk Kim
Chairman and President Vice President
Index to Financial Statements for the Years
Ended December 31, 1998 and 1997
Chief Consolidated Mining Company
Page
Report of Independent Public F-2
Accountants
Financial Statements:
Consolidated Balance Sheet F-3
Consolidated Statements of F-5
Operations
Consolidated Statements of F-6
Shareholders' Equity
Consolidated Statements of Cash F-7
Flows
Notes to Consolidated Financial F-9
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, 1998, and the related
consolidated statements of operations, shareholders' equity and
cash flows for the years ended December 31, 1998 and 1997. 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 to the accompanying financial statements,
approximately $8,287,145 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 partner 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, 1998 and the results of their operations and their
cash flows for the years ended December 31, 1998 and 1997 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
March 8, 1999 (except with respect to
matters discussed in the fourth paragraph
of Note 3, as to which the date is April 9, 1999)
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
ASSETS
CURRENT ASSETS:
Cash $ 92,229
U.S. treasury bills at cost which 743,224
approximates market value
Accounts receivable 4,486
Total current assets 839,939
INVESTMENT IN CENTRAL STANDARD
CONSOLIDATED MINES 79,961
ADVANCES TO CENTRAL STANDARD
CONSOLIDATED MINES 26,650
MINING CLAIMS AND PROPERTIES, less
accumulated 8,287,145
depletion of $819,444
MACHINERY AND EQUIPMENT, less accumulated
depreciation of $105,749 58,670
OTHER ASSETS 143,240
Total assets $9,435,605
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 60,660
Accrued liabilities 31,443
Total current liabilities 92,103
ACCRUED RECLAMATION COSTS 389,800
MINORITY INTEREST 2,502,107
COMMITMENTS AND CONTINGENCIES (Notes 1&7)
SHAREHOLDERS' EQUITY:
Preferred stock - $0.50 par value; 1,500,000
shares 2,584
authorized, 5,168 shares outstanding
Common stock - $0.50 par value; 20,000,000
shares authorized, 7,261,741 shares issued
and outstanding, 16,441 shares held in 3,630,871
treasury without any associated value
Additional paid-in capital 13,660,357
Deferred compensation (12,900)
Notes receivable from shareholders (82,370)
Accumulated deficit (10,746,947)
Total shareholders' equity 6,451,595
Total liabilities and shareholders' equity $9,435,605
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
REVENUES:
Interest $ 36,051 $ 43,331
Land sales and other 37,660 42,562
Total revenues 73,711 85,893
EXPENSES:
General and administrative 807,131 637,267
Exploration 729,952 4,802
Operating costs 242,246 290,428
Reclamation (Note 7) 89,800 300,000
Taxes other than income taxes 16,035 15,604
Total expenses 1,885,164 1,248,101
NET LOSS BEFORE MINORITY INTEREST(1,811,453) (1,162,208)
MINORITY INTEREST 81,801 209,957
NET LOSS $(1,729,652) $ (952,251)
NET LOSS PER COMMON SHARE
(Basic and Diluted) $ (0.26) $ (0.16)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Basic and 6,645,151 5,964,970
Diluted)
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
Preferred Common Stock
Shares Amount Shares Amount
Balance at 12\31\96 5,200 $2,600, 5,988,109 $2,994,055
Issuance of common stock
through private placement - - 62,500 31,250
Issuance of common stock as
payment for consulting
services - - 3,600 1,800
Forfeiture of common stock
options by joint venture - - - -
Amortization of deferred
compensation - - - -
Grant of stock options as
payment for consulting
services - - - -
Net loss - - - -
)
Balance at 12\31\97 5,200 2,600 6,054,209 3,027,105
Issuance of common stock
through private placement - - 1,201,500 600,750
Issuance of common stock as
payment for consulting
services - - 6,000 3,000
Amortization of deferred
compensation - - - -
Payment on note receivable
from shareholders - - - -
Deferred compensation related
to extension of
notes receivable from
shareholders related to the
previous exercise of stock
options - - - -
Conversion of preferred
shares into common (32) (16) 32 16
Net loss - - - -
Balance at 12\31\98 5,168 $2,584 7,261,741 $3,630,871 $
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,729,652 $ (952,251)
Adjustments to reconcile net loss to
net cash used in operating activities:
Noncash expense related to reclamation 89,800 300,000
liability
Amortization of deferred compensation 23,239 25,000
Issuance of common stock for services 18,750 19,688
rendered
Noncash income related to forfeiture
of common stock options - (70,475)
(Increase) decrease in accounts (1,561) 3,307
receivable
(Increase) decrease in other assets (95,739) 774
(Decrease) increase in accounts (14,296) 57,246
payable
(Decrease) increase in accrued 15,843 (99,341)
liabilities
Net cash used in operating activities (1,693,616) (716,052)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in U.S. treasury (743,224) 621,214
bills, net
Mining property development costs (222,640) (191,770)
Purchase of property and equipment (25,336) (5,422)
Cash receipts from shareholder note 5,130 -
receivable
Cash received from consolidation of
Tintic Utah Metals LLC - 480,525
Advances to affiliates (1,500) -
Net cash (used in) provided by
investing activities (987,570) 904,547
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from sale of common stock 2,509,700 237,500
Change in minority interest (81,801) (132,729)
Net cash provided by financing 2,427,899 104,771
activities
NET INCREASE (DECREASE) IN CASH (253,287) 293,266
CASH AT BEGINNING OF YEAR 345,516 52,250
CASH AT END OF YEAR $ 92,229 $ 345,516
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
During 1998, the Company issued 6,000 shares of common stock
(fair market value of $18,750) to an entity as payment for
professional services rendered in connection with providing
consulting services to the Company.
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
payment for professional services rendered in connection with
providing consulting services to the Company.
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. As a result of its failure to contribute the
required capital to Tintic, Akiko forfeited any rights of
ownership in Tintic. Thus, in accordance with the amended
operating agreement, effective August 15, 1997, Akiko's
ownership reverted to the Company resulting in the Company's
vested interest in Tintic increasing to 75 percent.
During October 1998, an additional amendment to the
operating agreement was signed which granted to the Company
an option to purchase Korea Zinc's 25 percent ownership for
$2,000,000. This option expires on October 15, 1999.
During the option period, Korea Zinc is not required to make
any advances to Tintic or to repay to the Company 25 percent
of the advances made by the Company. During 1998, Chief
advanced a net amount of approximately $890,000 to Tintic.
Should the Company exercise its option and then subsequently
sell the acquired ownership to a third party at a gain,
Korea Zinc is entitled to 50 percent of the gain. If the
option expires without exercise, all future transactions are
covered under previous terms of the operating agreement.
These previous terms include a requirement that the Company
and Korea Zinc 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 regarding
the sale of certain interests in Tintic and other agreements
and events. This Letter of Intent has expired by its terms
without such transactions being effectuated.
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, 1998 and 1997, the
Company has not generated significant revenues and has
incurred net losses. The Company's operating activities
used $1,693,616 and $716,052 of cash during the years ended
December 31, 1998 and 1997, 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 $6,689,000 at December 31, 1998, 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 $8,287,145 as of
December 31, 1998, representing approximately 88 percent of
total assets. The realization of these investments is
dependent upon the ability of the Company and/or its joint
venture partner to obtain the required capital to complete
the development of these mining properties.
The extent to which the Company will be able to continue to
fund its activities on its own property and to make
additional advances to Tintic will depend primarily upon the
Company's ability to raise funds through the sale of common
stock in a private placement and/or the sale of real estate
for commercial and residential development.
(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 Properties
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.
Machinery and Equipment
Machinery 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 machinery 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.
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.
Fair Value of Financial Instruments
The book value of all financial instruments approximates
fair value. The estimated fair values have been determined
using appropriate market information and valuation
methodologies.
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 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, 1998 and 1997 because
they would have been antidilutive, thereby decreasing the
net loss per common share.
At December 31, 1998 and 1997, there were outstanding
options to purchase 580,000 and 560,000 shares of common
stock, respectively, that were excluded from the Diluted EPS
calculation.
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 the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from these estimates.
Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131
"Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"). SFAS 131 established new
standards for public companies to report information about
their operating segments, products and services, geographic
areas and major customers. The Company adopted SFAS 131
during the year ended December 31, 1998. Based upon the
Company's current and anticipated operations, no additional
disclosure was required in the notes to consolidated
financial statements.
In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 establishes new
accounting and reporting standards for companies to report
information about derivative instruments, including certain
derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging
activities. This statement is effective for financial
statements issued for all fiscal quarters of fiscal years
beginning after June 15, 1999. The Company will adopt SFAS
133 during calendar 2000. The Company does not expect this
statement to have a material impact on the Company's results
of operations, financial position or liquidity.
Reclassifications
Certain reclassifications have been made in prior year's
financial statements to conform to the current year's
presentation.
(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 1998, 32 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 $0.50 per share.
During 1998 and 1997, the Company issued 6,000 and 3,600
shares, respectively, of common stock to an entity as
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
Subsequent to December 31, 1998 and through April 9, 1999,
the Company issued 153,300 shares of common stock through
private placement under Regulation D. The common stock was
offered at $1.75 per share resulting in net proceeds of
approximately $268,000. 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:
1998 1997
Net loss: As reported $(1,729,652) $(952,251)
Pro forma $(1,797,252) $(952,251)
Net loss per
common share: As reported $ (0.26) $ (0.16)
Pro forma (0.27) (0.16)
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 $37,500,
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 was amortized over the three-year life of the
notes receivable.
During 1998, the Company extended the term of the notes
until December 31, 1999. This extension created a new
measurement date for financial reporting purposes and
generated additional deferred compensation of $15,050.
During the years ended December 31, 1998 and 1997, $23,239
and $25,000 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 1998, the Board of Directors approved the granting of
nonqualified stock options for the purchase of 20,000 shares
of common stock to the Executive Director of a subsidiary.
These options have an exercise price of $4.63 per share
(which was the market price on the date of grant) and expire
in March 2003.
A summary of the status of the nonqualified stock options at
December 31, 1998 and 1997 and changes during the years then
ended is presented in the table and narrative below:
1998 1997
Weighted Weighted
Average Average
Exercise Exercise
Shares Prices Shares Prices
Outstanding at
beginning of year 550,000 $ 5.33 550,000 $ 5.33
Granted 20,000 4.63 - -
Outstanding at
end of year 570,000 5.31 550,000 5.33
Exercisable at
end of year 570,000 5.31 550,000 5.33
Weighted average
fair value of
options granted 3.38 -
Of the 570,000 options outstanding and exercisable at
December 31, 1998, 260,000 have an exercise price of $3.50,
with a weighted average remaining contractual life of 5.4
years. The remaining 310,000 of the 570,000 options
outstanding and exercisable at December 31, 1998, have
exercise prices ranging between $4.63 and $7.00, with a
weighted average exercise price of $6.82 and a weighted
average remaining contractual life of 7 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, 1998 and 1997 and changes during the
years then ended is presented in the table and narrative
below:
1998 1997
Weighted Weighted
Average Average
Exercise Exercise
Shares Prices Shares Prices
Outstanding
at beginning
of year 10,000 $ 7.00 239,300 $ 9.31
Granted - - 10,000 7.00
Exercised - - - -
Forfeited - - (239,300) 9.31
Outstanding
at end
of year 10,000 7.00 10,000 7.00
Exercisable
at end
of year 10,000 7.00 10,000 7.00
Weighted average
fair value of
options granted - 2.25
options granted
All of the options outstanding and exercisable at
December 31, 1998 have an exercise price of $7.00 and expire
on December 31, 1999. 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 1998 and 1997, respectively: risk free rate of 4.3 and
6.0 percent; expected dividend yields of zero percent;
expected lives of 5 and 2 years; expected volatility of 92
and 82 percent.
(5) INCOME TAXES
The income tax provisions for 1998 and 1997 differ from the
amounts computed by applying the statutory federal income
tax rate to the loss before provision for income taxes as
follows:
1998 1997
Statutory federal income tax rate (35.0)% (35.0)%
State income taxes,
net of federal benefit (3.3)% (3.3)%
Nondeductible expenses - % .1 %
Valuation allowance 38.3% 38.2 %
Effective income tax rate - % - %
The tax effects of temporary differences and the related
valuation allowance against the deferred income tax assets
as of December 31, 1998 were as follows:
Deferred income tax assets:
Net operating loss carryforward $3,014,160
Future deductible expenses related to
issuance of common stock options 214,088
Future deductible expenses related to
reclamation 120,411
Mine exploration costs capitalized for
tax purposes 406,819
Financial reports over tax depreciation 19,826
Other 1,837
Total deferred income tax assets 3,777,141
Valuation allowance (3,606,453)
Deferred income tax assets, net of
valuation allowance 170,688
Deferred income tax liability:
Amortization of development costs (170,688)
Net deferred income taxes $ -
The Company has net operating loss carryforwards ("NOLs")
for federal tax reporting purposes of approximately
$7,881,000. The NOLs expire as follows:
Year of Amount
Expiration
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
2013 956,000
$7,881,000
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 Mining Company 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, 1998, management estimates that
approximately $270,000 of net operating loss carryforwards
are limited to be used only by South Standard.
(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 (7.75 percent at December 31, 1998) and
interest is payable quarterly. The loan to the employee is
noninterest bearing. The remaining principal balance of
$82,370 at December 31, 1998 related to both notes
receivable is due on December 31, 1999. These notes
receivable are secured by certain shares of the Company's
common stock and are reflected as a component of
shareholders' equity in the accompanying consolidated
balance sheet.
(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.
During 1998 Tintic completed the assumption of 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. As management believed the transfer was probable,
Tintic recorded an estimated liability of $300,000 in 1997,
for the existing liability on the Burgin property. Upon the
completion of the transfer during 1998, management
determined that the accrued liability should be increased to
$350,000. Management believes that this liability will only
become due when all mining efforts have been abandoned on
the Burgin property.
The Company also holds a small mining permit and reclamation
obligation in connection with its Chief Gold properties.
During 1998, the Company recorded an estimated liability of
$39,800 in connection with this obligation. Management
believes that this liability will only become due when all
mining efforts have been abandoned on the Chief Gold
properties.
Litigation
Tintic is involved in a lawsuit generally incidental to its
business. It is the opinion of management, after
discussions with legal counsel, that the ultimate
disposition of this lawsuit will not have a material adverse
effect on the Company's financial position or results of
operations.
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,
1999 25,050
2000 22,200
2001 9,250
$56,500
