F-1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
(Check One):
|x| FORM 10-K AND FORM 10-KSB
|_| FORM 20-F |_| FORM 11-K |_| FORM 10-Q AND FORM 10-QSB
|_| FORM N-SAR
For Period Ended: December 31, 1999
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE
Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the
notification relates:
PART I - Registration Information
Chief Consolidated Mining Company
Full Name of Registrant
Full Name of Registrant
Former Name if Applicable
500 5th Avenue, Suite 1021
Address of Principal Executive Office (Street and Number)
New York, NY 10110-1099
City, State and Zip Code
PART II RULES 12b-25 (b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed.
(Check box if appropriate)
| | (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated without
unreasonable effort or expense;
| | (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 10-KSB, Form 20-F, 11-K
or Form N-SAR, or portion thereof will be filed on or before
the fifteenth calendar following the prescribed due date; or
the subject quarterly report or transition report on Form 10-
Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K
and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or
the transition report or portion thereof could not be filed
within the prescribed period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Leonard Weitz, President 212-354-4044
Name Telephone Number
(2) Have all the other periodic reports required under 13
or 15(d) of the Securities Exchange Act of 1934 or section
30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s)
|x| YES |_| NO
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earning statements
to be included in the subject report or portion thereof?
|_| YES |x| NO
If so, attach an explanation of the anticipated change, both
narratively, and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
Chief Consolidated Mining Company
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date March 29, 2000 By /s/ Leonard Weitz
Leonard Weitz, President
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
1
x Annual report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee required)
For the fiscal year ended December 31, 1999
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 10110-1099
(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 valuePacific Exchange, Inc
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.50 par value The NASDAQ Stock Market
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
response 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.
$39,634
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.) $18,663,614 as of March 15, 2000.
Note: If determining whether a person is an affiliate
will involve an unreasonable effort and expense, the issuer
may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS
Check whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of
the Exchange Act after the distribution of securities under
a plan confirmed by a court.
Yes _____ No _____
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date.
Class Outstanding at March 15,2000
Common Stock $0.50 par value 8,024,601
Convertible Common Stock $0.50 par value 3,500,000
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):
Registrant's Proxy Statement ("Proxy Statement") dated
November 30, 1999 for the Special Meeting In Lieu Of
Annual Meeting Of Shareholders held December 29, 1999 -
Proposals (2) and (3) described at pages 8 through 27 of
the Proxy Statement.
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 Interests In
Acreage And Location." for information concerning mining and
real estate properties owned by registrant and its
subsidiaries, and the composition and use of said
properties. Registrant has three employees in New York and
employs a mine manager in Utah. Registrant's subsidiary,
Tintic Utah Metals LLC, currently has 40 employees in Utah.
Tintic Utah Metals LLC
Formation And Ownership. Registrant owns a 75% vested
membership interest in Tintic Utah Metals LLC ("Tintic Utah
Metals") formed under the Colorado Limited Liability Company
Act. For financial reporting purposes, Tintic Utah Metals
is consolidated with registrant. Tintic Utah Metals was
formed on July 29, 1996 as the vehicle for a joint venture
project for the development of certain properties that were
contributed by registrant to Tintic Utah Metals. KZ Utah,
Inc. ("Korea Zinc"), a wholly owned U.S. subsidiary of Korea
Zinc Co., Ltd. owns the remaining 25% vested membership
interest in Tintic Utah Metals. See "Operating Agreement",
below.
Business Objectives. The primary goal of Tintic Utah
Metals is to bring the Burgin Mine that was contributed by
registrant to Tintic Utah Metals into production. See
"Operating Agreement." and "Burgin Mine.", below; "Item 2.
Description of Property.-Burgin Mine." and "Item 6.
Management's Discussion And Analysis Or Plan Of Operation.-
(a) PLAN OF OPERATION-Burgin Mine."
Tintic Utah Metals will also process ores produced from
the Trixie Mine at Tintic Utah Metals' concentrating mill.
Tintic Utah Metals will complete renovations at its mill
during April 2000. The Trixie Mine is located on property
owned by registrant's 100% owned subsidiary, Chief Gold
Mines, Inc. ("Chief Gold Mines"). See "Trixie Mine." and
"Concentrating Mill.", below; "Item 2. Description of
Property.-Trixie Mine" and "Item 6. Management's Discussion
And Analysis Or Plan Of Operation.-(a) PLAN OF OPERATION-
Trixie Mine." Tintic Utah Metals will receive fees for
processing the Trixie mine ores and material from the Trixie
dump from Chief Gold Mines based upon the amount of ores and
material processed.
Operating Agreement.
General. An Operating Agreement ("Operating Agreement")
between registrant and Korea Zinc dated July 17, 1996, as
subsequently amended, governs the management and operations
of the properties owned by Tintic Utah Metals and the rights
and obligations of the members of Tintic Utah Metals 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 provides that all the business and
operations relating to the development and mining of Tintic
Utah Metals' properties 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,
which funds were used by Tintic Utah Metals to produce
information for a future feasibility study. The purpose of
such a feasibility study will be to assist the members in
deciding whether to attempt to bring the Burgin Mine into
production. If a decision is made to proceed, the
feasibility study would provide the basis for a development
program, including mine rehabilitation and construction, and
a production program. If a production program is adopted,
Tintic Utah Metals would then attempt to arrange financing
for the production program; such financing may be secured by
Tintic Utah Metals' interest in its properties and other
assets.
Registrant's Option To Purchase Korea Zinc's 25%
Interest. Registrant holds an option ("Option") to purchase
Korea Zinc's entire 25% membership interest in Tintic Utah
Metals for $2,000,000. A fourth amendment to the Operating
Agreement dated September 9, 1999 extended the time during
which registrant has the right to exercise the Option
("Option Period") through December 31, 2000. The Option was
first given by Korea Zinc to registrant under a third
amendment to the Operating Agreement dated October 1, 1998
that provided for an Option Period through October 15, 1999.
The September 9, 1999 amendment extended the Option Period
to December 31, 2000, but did not change any of the other
provisions of the October 1, 1998 amendment. During the
Option Period, registrant will not require Korea Zinc to
make advances to Tintic Utah Metals or to repay to
registrant 25% of the advances made by registrant to Tintic
Utah Metals during the Option Period. Registrant has not
exercised the Option and the Option to purchase Korea Zinc's
25% membership interest in Tintic Utah Metals currently
remains in effect. The October 1, 1998 amendment to the
Operating Agreement also provides that if registrant
exercises the Option and any time 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% membership
interest sold.
During the Option Period that terminates December 31,
2000, Korea Zinc shall have no vote upon the operations of
Tintic Utah Metals or in establishing programs and budgets.
Accordingly, registrant has had complete control over the
day-to-day operations of Tintic Utah Metals since the
October 1, 1998 starting date of the Option Period. This
factor, coupled with the receipt of proceeds from the sale
by registrant of shares of its convertible common stock in
December, 1999, has allowed the renovation work at Tintic
Utah Metals' concentrating mill and other projects to be
completed by Tintic Utah Metals without the need for
registrant to first seek approvals from Korea Zinc during
the progress of the work. See "Item 2. Tintic Utah Metals'
Use Of Advances Received From Registrant." and "Item 12.
Certain Relationships and Related Transactions."
Advances Made By Registrant During Option Period.
During the portion of the Option Period from October 1, 1998
through December 31, 1999, registrant made advances to
Tintic Utah Metals in the aggregate amount of $2,400,000.
Registrant estimates that it will make additional $2,800,000
of advances to Tintic Utah Metals during the remaining
portion of the Option Period from January 1, 2000 to
December 31, 2000. Registrant believes it has sufficient
funds to continue to make advances to Tintic Utah Metals
needed during the year 2,000; $897,300 of such advances were
made from January 1, 2000 to March 15, 2000. If for some
reason, registrant is unable to continue making advances to
Tintic Utah Metals during the remainder of 2000, Tintic
Utah Metals would stop further work on its projects until
registrant is able to arrange an alternative means for
raising funds.
Of the aforesaid amount of advances made by registrant to
Tintic Utah Metals from October 1, 1998 to December 31,
1999, $600,000 (representing 25% of the total) represents
what would have been Korea Zinc's share of the advances if
the terms of the Option were not in effect. Although
registrant does not have the right to seek reimbursement of
the said 25% portion of advances directly from Korea Zinc,
the entire amount of advances made by registrant to Tintic
Utah Metals constitutes an obligation of Tintic Utah Metals
to registrant. Registrant does not anticipate repayment of
such advances until such time as Tintic Utah Metals has
sufficient revenues to begin repayment, a financing of
Tintic Utah Metals' operations is obtained from a lender or
registrant sells all or a portion of its membership interest
in Tintic Utah Metals to a third party. None of the
foregoing are anticipated to occur in the near future. See
"Item 2. Description of Property.-Burgin Mine.-Tintic Utah
Metals' Use Of Advances Received From Registrant."
Korea Zinc's Status If Option Expires. If
registrant does not exercise the Option to purchase Korea
Zinc's 25% membership interest in Tintic Utah Metals by
December 31, 2000, any additional cash contributions or
advances subsequent to that date shall be made by registrant
and Korea Zinc, as the members of Tintic Utah Metals, based
upon their respective membership percentage interests in
Tintic Utah Metals. The amount of any such additional cash
contributions and advances that would be required after
December 31, 2000, if the Option is not exercised by
registrant, would depend upon the then existing program and
budgetary requirements of Tintic Utah Metals.
Another result of registrant's not exercising the Option
to purchase Korea Zinc's 25% membership interest in Tintic
Utah Metals by December 31, 2000, is that the management of
Tintic Utah Metals would thereafter be conducted by the two
members, registrant and Korea Zinc, through a management
committee, with each member having a voting representative
on the committee. Voting shall be in proportion to each
member's respective membership percentage interest. Unless
the Operating Agreement 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 is needed to approve a program and budget, but
the approval of a program and budget for major mining
development requires the affirmative vote of both registrant
and Korea Zinc.
Tax Status Of Tintic Utah Metals. 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. However, 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 tax deductions that arise from its cash
contribution of $3,000,000 and registrant will be allocated
the tax deductions that arise from its contribution of
mining properties and other assets, such as cost depletion,
depreciation on equipment and development costs.
Distributions To Members. A member is entitled to
be repaid for cash advances made by it to Tintic Utah Metals
that are in the nature of loans, rather than capital
contributions. After the repayment of cash advances to
registrant, any additional distributions made by Tintic Utah
Metals of cash or property 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 distributions. See "Advances Made By Registrant
During Option Period.", above.
Right Of First Refusal. If registrant does not
exercise its Option to purchase Korea Zinc's 25% membership
interest in Tintic Utah Metals by December 31, 2000, 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.
Executive Director Of Tintic Utah Metals. The
Executive Director of Tintic Utah Metals, Paul Spor, is
employed under a five year employment agreement with Tintic
Utah Metals dated as of January 1, 2000 and expiring
December 31, 2004. He has the delegated power to manage,
direct and control the 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 may retain
consultants and other mining specialists in connection with
the various phases of its operations.
Burgin Mine.
The principal mining property transferred by registrant
to Tintic Utah Metals in 1996 under the terms of the
Operating Agreement was the Burgin Mine. See "Letter Of
Intent With U.S. Filter Corporation Subsidiary.",
"Registrant's Application For Appropriation Of Burgin Mine
Water." and "Projected Costs And Time Involving The Burgin
Mine.", below; "Item 2. Description of Property.-Burgin
Mine."; and "Item 6. Management's Discussion And Analysis Or
Plan Of Operation.-(a) PLAN OF OPERATION-Burgin Mine." for
further information concerning the history, current status
and future plans of Tintic Utah Metals regarding the Burgin
Mine.
Concentrating Mill.
Included in the properties transferred by registrant to
Tintic Utah Metals was the concentrating mill located in the
Burgin Mine area. Tintic Utah Metals will process ores
produced from the Trixie Mine and material from the Trixie
dump at Tintic Utah Metals' concentrating mill. See "Tintic
Utah Metals LLC-Business Objectives", above; "Trixie Mine",
below; "Item 2. Description of Property.-Burgin Mine.-
Concentrating Mill.-Trixie Mine." and "Item 6. Management's
Discussion And Analysis Or Plan Of Operation.-(a) PLAN OF
OPERATION-Trixie Mine." for a description of the
concentrating mill process, information concerning the
mill's completed renovation and plans for shipping ores and
dump material from the Trixie Mine to the concentrating mill
for processing by Tintic Utah Metals and sale by Chief Gold
Mines.
Letter Of Intent With U.S. Filter Corporation Subsidiary.
On June 29, 1998, Tintic Utah Metals and registrant
entered into a Letter of Intent ("Letter of Intent") with a
subsidiary of U.S. Filter Corporation. U.S. Filter
Corporation is a 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 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. Before any plans for the building of the water
treatment plant can be finally evaluated by U.S. Filter and
Tintic Utah Metals, registrant will be required to obtain
the approval of the Utah State Engineer to the appropriation
of water from the Burgin Mine for beneficial use. See
"Registrant's Application For Appropriation Of Burgin Mine
Water", below, and "Item 6. Management's Discussion And
Analysis Or Plan Of Operation.-(a) PLAN OF OPERATION-Burgin
Mine."
Registrant's Application For Appropriation Of Burgin Mine
Water.
Registrant and Tintic Utah Metals are awaiting a decision
of the Utah State Engineer on registrant's application for
appropriation of Burgin Mine water that was filed in
February 2000. If the Utah State Engineer approves
registrant's application, Registrant and Tintic Utah Metals
will seek to enter into a written agreement with U.S. Filter
pursuant to the Letter of Intent that would provide for U.S.
Filter constructing a water treatment facility and the
dewatering of the Burgin Mine. See "Letter Of Intent With
U.S. Filter Corporation Subsidiary.", above. A first
application for the appropriation of Burgin mine water was
filed with the Utah State Engineer in September 1998 seeking
appropriation of Burgin Mine water covering up to 29,000
acre feet annually (equivalent to eight billion gallons
annually). A public hearing was held on the first
application before two hearing examiners and registrant's
first application was rejected in August 1999 by the Utah
State Engineer. The Utah State Engineer had apparently
taken into consideration objections of several protesters to
registrant's application, who had 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, and that the
Burgin water was a tributary to Utah Lake. The Utah State
Engineer had not attended the public hearing, but relied
upon information furnished to him by the two hearing
examiners.
Notwithstanding the negative decision of the first
application, registrant continued to advocate its position
that there is no factual evidence to support a finding that
the Burgin geothermal system and the Utah Lake geothermal
system are connected, or that even if they were, there would
be a reduction in Utah Lake water. Registrant therefore
renewed its efforts to seek the approval of the Utah State
Engineer. Registrant held informal discussions with the
Utah State Engineer's office to determine the basis for the
rejection of the first application; registrant also hired
independent consultants who analyzed technical data and made
recommendations for a re-filing. After filing a request for
reconsideration with the Utah State Engineer, the Utah State
Engineer accepted a new application for appropriation of
Burgin Mine water that was filed by registrant on February
15, 2000. The principal concern of the Utah State Engineer
is that if the geothermal system creating the Burgin water
is connected to the geothermal system feeding Utah Lake, the
pumping of Burgin water might result in reduced flow of
water into Utah Lake. In order to address that concern,
registrant's new application provides for a procedure that
would be in place if the application is approved, whereby
registrant would monitor geothermal springs in and around
Utah Lake and replace water that may diminish spring flow
when pumping starts at the Burgin Mine. See "Item 6.
Management's Discussion And Analysis Or Plan Of Operation.-
(a) PLAN OF OPERATION-Burgin Mine." for further information
concerning registrant's application for appropriation of
water.
Projected Costs And Time Involving The Burgin Mine.
If the Utah State Engineer approves registrant's
application for Burgin Mine water appropriation, Tintic Utah
Metals will then initiate detailed negotiations with U.S.
Filter for the building of a water treatment facility at the
site of the Burgin Mine. See "Registrant's Application For
Appropriation Of Burgin Mine Water.", above. When a
contract has been negotiated with U.S. Filter, or another
company in the water treatment business if the Letter of
Intent with U.S. Filter is terminated, registrant would then
start a final feasibility study. The feasibility study
would define the mining methods to be employed, including
among other things, pre-engineering design for pumping,
defining the structural steel and cement requirements,
determining the locations where deep wells will be drilled
and the overall evaluation of the Burgin Mine's main
orebody. Registrant estimates that the final feasibility
study will cost between $1,500,000 and
$2,000,000. If registrant has exercised its Option by
December 31, 2000 and purchased Korea Zinc's 25% membership
interest in Tintic Utah Metals, Tintic Utah Metals would be
100% owned by registrant and registrant would pay 100% of
the feasibility study costs and have complete control over
the project. However, if the Option is not exercised and
Korea Zinc retains its 25% membership interest in Tintic
Utah Metals beyond December 31, 2000, a major production
budget will need to be agreed upon between registrant and
Korea Zinc. Korea Zinc would then be required to contribute
25% of the costs, with registrant to contribute 75% of the
costs to Tintic Utah Metals.
The construction of a water treatment facility will take
approximately two years, the cost of which will be borne by
the builder, not registrant. During the first six month
period of the facility's construction, registrant would be
completing a feasibility study for the purpose of obtaining
financing to bring the Burgin Mine into production.
Registrant estimates that $35,000,000 would be required by
Tintic Utah Metals for the completion of all underground
rehabilitation and construction work required for start-up
of the Burgin Mine. Registrant also estimates that the
total time period required for both the building of the
water treatment plant and the completion of all work
necessary to begin mining operations would be approximately
three years from the time the water appropriation
application is approved. In order for Tintic Utah Metals to
be able to go into full production at the Burgin Mine, each
of the following events and conditions must occur or be
fulfilled: (i) the approval of the water appropriation
application by the Utah State Engineer; (ii) the completion
of the water treatment facility to dewater the Burgin Mine;
(iii) Tintic Utah Metals' completing a positive feasibility
study; (iv) obtaining long term financing from a banking or
other lending institution to fund the mining project; and
(v) completion of all underground rehabilitation and
construction work required for start-up of the Burgin Mine.
No assurance can be given by registrant that all of the
foregoing events and conditions necessary in order for
Tintic Utah Metals to begin mining from the Burgin Mine will
take place or be fulfilled. Registrant is currently unable
to estimate the amount of ores that would be produced from
the main Burgin Mine ore reserves if production were to
begin from the Burgin Mine. See "Item 2. Description of
Property.-Burgin Mine.-Proven and Probable Ore Reserves at
the Burgin Mine." and "Item 6. Management's Discussion and
Analysis Or Plan Of Operation.-(a) PLAN OF OPERATION-Burgin
Mine."
Approval by the Utah State Engineer of registrant's water
appropriation application is not required in order to begin
limited production from Tintic Utah Metals' silver fissure
area of the Apex Mine located above the Burgin Mine water
table, where mining could begin if registrant determines
that economic ore can be mined above the water table.
Trixie Mine.
As the result of the merger in June 1996 of South
Standard Mining Company into Chief Gold Mines, Inc. ("Chief
Gold Mines"), 2,554 acres of patented mining properties,
including the Trixie Mine properties, were received by Chief
Gold Mines, registrant's wholly owned subsidiary. 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.
Registrant anticipates that processing of Trixie surface
dump material at the Concentrating Mill will begin during
the second quarter of 2000 and underground production of
ores from the Trixie Mine will begin during the third
quarter of 2000. The initial target areas for production
are the 750, 1,200 and 1,350 foot levels of the Trixie Mine.
Ores mined from the Trixie Mine will be shipped to the
Concentrating Mill located on Tintic Utah Metals' Burgin
Mine property, where the Trixie ores will be processed by
Tintic Utah Metals and sold by Chief Gold Mines. The Trixie
Mine is located on property adjacent to Tintic Utah Metals'
property and is one and a half miles from the Concentrating Mill. See
"Tintic Utah Metals LLC.-Business Objectives." and
"Concentrating Mill", above; "Trixie Mine.", below; "Item 2.
Description of Property-Trixie Mine."; and "Item 6.
Management's Discussion And Analysis Or Plan Of Operation.-
(a) PLAN OF OPERATION-Trixie Mine."
Main Tintic District.
The area known as registrant's Main Tintic District
consists of approximately 10,000 acres owned by registrant;
this acreage is not a part of the property subject to the
Tintic Utah Metals' Operating Agreement. Registrant has
filed an application with the Utah State Engineer 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, for use in connection
with the proposed development of registrant's surface real
estate in the Main Tintic District for residential and
commercial use. In October 1996, registrant completed a
refurbishing of the shaft, which had been opened in 1979 by
Asarco Inc. under a lease that expired in 1984. This
application for appropriation is pending and has no
connection with registrant's application for appropriation
of Burgin Mine water. See "Registrant's Application For
Appropriation Of Burgin Mine Water.", above, and "Item 6.
Management's Discussion and Analysis or Plan of Operation.-
(a) PLAN OF OPERATION-Proposed Sale Of Real Estate For
Development."
Item 2. Description of Property.
Ownership And Interests in Acreage and Location.
General. Registrant is the direct owner of, or has a
membership or stock ownership interest in a total of
approximately 19,300 acres of patented mining property in
the Tintic and East Tintic Mining District, Juab and Utah
Counties, and approximately 200 acres of unpatented mining
claims in the same area. Title to patented mining ground is
vested in the owner of the land; unpatented mining claims
are possessory rights to land owned by the U.S. Government
and are subject to rental payments and other conditions as
to validity.
Property Owned By Tintic Utah Metals.
Approximately 8,500 acres of patented ground and 200
acres of unpatented mining claims located in the East Tintic
Mining District of Utah are owned by Tintic Utah Metals.
Pursuant to the terms of the Operating Agreement between
registrant and Korea Zinc, registrant transferred ownership
of approximately 11,000 acres of its patented ground and 200
acres of its unpatented mining claims to Tintic Utah Metals.
Under the terms of the Operating Agreement, ownership of
approximately 2,500 acres that were not involved in Tintic
Utah Metals' exploration and development programs reverted
back to registrant, leaving Tintic Utah Metals with the
8,500 acres. Registrant owns a 75% membership interest in
Tintic Utah Metals and Korea Zinc holds the remaining 25%
membership interest. Registrant holds an option until
December 31, 2000 to purchase Korea Zinc's entire 25%
interest for $2 million. See "Item 1. Description of
Business.-Tintic Utah Metals LLC-Formation And Ownership-
Operating Agreement." and "Burgin Mine.", below.
Property Owned By Chief Gold Mines, Inc.
Approximately 2,554 acres of patented mining properties
located in the East Tintic Mining District of Utah are owned
by registrant's wholly owned subsidiary, Chief Gold Mines,
Inc. ("Chief Gold Mines"). Chief Gold Mines acquired the
property as the result of a merger of South Standard Mining
Company into Chief Gold Mines in June 1996. The Trixie Mine
is located on Chief Gold Mines' property. See "Item 1.
Description of Business.-Trixie Mine." and "Trixie Mine",
below.
Property Owned By Registrant In The Main Tintic District.
Registrant owns approximately 6,000 acres in Eureka
Valley near the City of Eureka, Utah in an area known as the
Main Tintic District that registrant believes are suitable
for residential and commercial building development.
Registrant intends to sell portions of said acreage for
development for residential and commercial use. 320 of
those acres were incorporated into the City limits of
Eureka, Utah during 1999, thus entitling that acreage to
city services. There are no current plans to use the 6,000
acres for mining purposes. See "Item 1. Description of
Business.-Main Tintic District." and "Item 6. Management's
Discussion and Analysis or Plan of Operation.-(a) PLAN OF
OPERATION-Proposed Sale Of Real Estate For Development." If
proposed plans for the construction of the Legacy Highway
southward from Salt Lake City, Utah that include Utah State
Highway 68 are implemented, the new highway would pass
within eight miles of Eureka Valley and would reduce the
time of traveling by car from Eureka to Salt Lake City to
under one hour.
Central Standard Consolidated Mines.
Registrant owns approximately 23% of the outstanding
capital stock of Central Standard Consolidated Mines
("Central Standard"). Central Standard's mining property
consist of 320 acres located in the north-central portion of
the East Tintic Mining District. This property is
surrounded by property owned by Tintic Utah Metals. The 320
acres owned by Central Standard Consolidated Mines is
located about 2 miles from the Burgin Mine and the geologic
characteristics of the Central Standard property are not
similar to those of the Burgin orebody. See "Property Owned
By Tintic Utah Metals.", above.
Burgin Mine.
Brief History Of Burgin Mine. The Burgin Mine, located on
the property of Tintic Utah Metals, had been transferred by
registrant to Tintic Utah Metals in 1996 under the terms of
the Operating Agreement. The Burgin Mine had previously
been leased by registrant as part of a Unit Lease, together
with properties of other landowners, to Kennecott
Corporation ("Kennecott"). After the Burgin Mine was
removed from the Unit Lease in 1978, registrant leased the
Burgin Mine to Sunshine Mining Company ("Sunshine") in 1980.
Kennecott operated the Burgin Mine from 1966 to 1978.
During that period, Kennecott mined 1,870,218 tons of ore
from the Burgin Mine that produced 10,929,978 ounces of
silver, 338,127,751 pounds of lead and 349,209,284
pounds of zinc. When Sunshine became lessee in 1980, it
gained the use of the mining shafts and other capital
improvements previously made by Kennecott on the properties,
including underground access by means of the 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. As a result of a lawsuit
brought by registrant and South Standard against Sunshine
relating to Sunshine's leases with registrant and South
Standard, the Burgin Mine was returned to registrant in
1992.
Proven And Probable Ore Reserves At The Burgin Mine.
During the period from 1966 to 1978 that Kennecott
operated the Burgin Mine, it did not report Burgin Mine ore
reserves to registrant; however, Kennecott did report
annually to registrant that one additional ton of ore was
developed to replace every ton mined. When Sunshine leased
the Burgin Mine in 1980, it conducted extensive surface and
underground drilling programs and computed the property's
proven and probable ore reserves. After the Burgin Mine was
returned to registrant in 1992, registrant continued to have
access to the reserves through the Apex Number 2 Shaft.
Registrant utilized the shaft in an underground drilling
program started by registrant and completed by Tintic Utah
Metals when the Burgin Mine was transferred by registrant to
Tintic Utah Metals in 1996. Tintic Utah Metals hired
independent consultants to calculate the ore reserves based
upon the results of the drilling program. The consultants
substantiated Sunshine's earlier estimates of 1,032,173 tons
of proven and probable ore reserves, with essentially the
same grades. Tintic Utah Metal's consultants, as shown in
the chart below, have currently estimated a total of
1,075,000 tons of proven and probable ore reserves. In
addition, because of the extensive positive drilling results
and the fact that over 1,800,000 tons of ore was produced
from the Burgin Mine when Kennecott was operating under the
Unit Lease, without Kennecott ever having drilled 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 would probably be
realized if the Burgin Mine became fully operational.
A key factor in registrant's classification of the Burgin
ores as proven and probable reserves, is registrant's
application for the appropriation of Burgin Mine water filed
with the Utah State Engineer in February 2000. If the
application is approved and a water treatment facility is
built, the dewatering of the Burgin Mine to its lowest
planned operating level would be achieved, subject to the
occurrence of the other events that must occur and the
conditions to be fulfilled in order for the Burgin Mine to
become fully operational. See "Item 1. Description of
Business-Letter Of Intent With U.S. Filter Corporation
Subsidiary. - Projected Costs And Time Involving The Burgin
Mine."
Proven and probable ore reserves, to date, of the Burgin
orebody, as determined by Tintic Utah Metal's independent
consultants, are estimated as follows:
Contained Contained Contained Contained
Tons of Ounces of Pounds of Pounds of
Ore Silver Lead Zinc
Proven and Probable Reserves 1,075,000 17,726,750 452,360,000 143,405,000
Possible resources of the Burgin orebody, as estimated by
Tintic Utah Metals are:
Contained Contained Contained Contained
Tons of Ounces of Pounds of Pounds of
Ore Silver Lead Zinc
Possible Resources (1) 407,000 6,146,576 130,177,148 42,521,269
(1) Possible resources tonnage exists where there is
strong geologic evidence of the existence of additional ore
reserves of a well known deposit, such as, in the case of
the Burgin Mine, the past history of mining by Kennecott.
See "Brief History Of Burgin Mine", above.
Tintic Utah Metals' Use Of Advances Received From
Registrant.
Tintic Utah Metals used $2,400,000 in advances it
received from registrant during the period October 1, 1998
through December 31, 1999 for the following purposes:
Rehabilitation of the Apex No. 2 shaft, including: long
hole drilling to define the "silver fissure" in the Burgin
Mine; long hole drilling to intercept potential ores in the
Eureka Standard fault between the historic Eureka Standard
mine and the Apex No. 2 mine; and diamond drilling to
intercept the down dip extension of ores mined up dip on the
middle fault in the Apex No. 1 and 2 mines.
Rehabilitation of the Trixie Shaft, 750, 1050 and 1200
level stations and the drifts going south on those levels,
including long hole drilling to confirm mineralization
encountered in a previous drilling program.
Rehabilitation of the Burgin Concentrator, converting it
from a silver/lead/zinc concentrator to a precious metals
(gold/silver) concentrator, including reconditioning of the
primary and secondary crushing and grinding system; addition
of a gravity recovery system; replacement of the floatation
system; renovation of concentrator building and attached
side buildings; and reconditioned thickener tanks and filter
systems.
The rehabilitation work on the concentrator commenced in
1999 and will be completed in 2000. Tintic Utah Metals
estimates that the expenditures for all of Tintic Utah
Metals' currently planned projects during the calendar year
2000 will be $2,800,000. See" Item 1. Business of
Registrant. Tintic Utah Metals LLC-Operating Agreement.-
Advances Made By Registrant During Option Period."
Concentrating Mill.
The Concentrating Mill, located in the Burgin Mine area,
was a part of the assets transferred by registrant to Tintic
Utah Metals under the Operating Agreement. In April 2000,
Tintic Utah Metals will complete substantially all of the
renovation work at the mill that is needed to retool the
mill. It will then be ready to process ores and dump
material from the Trixie Mine that will be shipped to the
Concentrating Mill for processing beginning in the second
quarter of 2000. The renovation work that took place over
the past twelve months included rehabilitation of building
structure, purchase and installation of large pieces of
equipment, installation of new floatation system,
recondition the primary and secondary crushing system,
recondition the ball mill and installation of precious
metals circuit to process Trixie Mine ore. The
Concentrating Mill had been built by Kennecott to process up
to 1,200 tons of lead and zinc ores per day, when it was
lessee of the Burgin Mine property and was used by Kennecott
to process ores it mined from the Burgin Mine under its
lease. The Concentrating Mill is approximately 24,000 square
feet in size. Tintic Utah Metals' costs of renovating the
Concentrating Mill, incurred from July 1999 to March 2000,
and to be incurred in April 2000, will total approximately
$1,200,000. Registrant believes that the replacement cost
of the Concentrating Mill would be in excess of $25,000,000.
When shipments of ore from the Trixie Mine begin, the ore
will be treated in two main circuits in the Concentrating
Mill. A gravity circuit will take free gold out of the mill
run material for further treatment in the Knelson
Concentrator located within the mill, and after further
processing, the gold concentrate will be put in a furnace
and made into dores. The dores will be sold to refineries.
The portion of the ores rejected by the gravity concentrator
will go to a ball mill for further grinding and then to a
floatation system, where it is made into a floatation
concentrate. The floatation concentrate will be sold to
smelters. Material from the Trixie dump will also be
shipped to the Concentrating Mill for processing. This dump
material is an accumulation of underground low grade
material left from Kennecott's production from the property.
It will be sold by Chief Gold Mines after processing at the
Concentrating Mill. See "Item 1. Description of Business-
Concentrating Mill.-Trixie Mine." and "Item 6. Management's
Discussion and Analysis or Plan of Operation.-(a) PLAN OF
OPERATION-Trixie Mine."
Trixie Mine.
Brief History Of Trixie Mine.
The Trixie Mine, is located on the 2,554 acres of
property that was acquired by registrant's wholly owned
subsidiary, Chief Gold Mines, in 1996 upon the merger of
South Standard Mining.
South Standard was one of the landowners who joined in a
Unit Lease to lease various properties to Kennecott. The
Trixie Mine property was included in the land contributed by
South Standard Mining to the Unit Lease. Kennecott mined
from the Trixie Mine for about ten years, producing gold and
silver that were by-products from a flux material that
Kennecott used in connection with refining its copper ores
from Kennecott's Bingham Canyon mining operation in Utah.
In 1983, Kennecott sold its interest in the Unit Lease to
Sunshine, who operated the Trixie Mine for about nine years,
producing similar ores for use as flux material. The
Trixie Mine was received back by South Standard Mines in
1992 as a result of registrant's and South Standard's
lawsuit against Sunshine. See "Burgin Mine-Brief History Of
Burgin Mine.", above. South Standard continued shipping
dump materials from the Trixie dump for several years after
1992, but it did not mine the Trixie Mine.
Status of Trixie Mine
In January 2000, workers entered the Trixie Mine and
began the last phases of renovation necessary for actual
mining. This renovation work has been substantially
completed in anticipation of mining during the third quarter
of 2000. Indications are that the orebodies in the Trixie
Mine that Kennecott and Sunshine had mined can be extended,
and Chief Gold will initiate its production from those new
areas. During the period 1969 to 1992, Kennecott had
reported to South Standard that it had mined 713,478 tons of
flux ore, producing 150,048 ounces of gold and 4,670,289
ounces of silver. See "Item 1. Description of Business-
Trixie Mine." and "Item 6. Management's Discussion and
Analysis or Plan of Operation.-(a) PLAN OF OPERATION-Trixie
Mine." See "Burgin Mine-Concentrating Mill", above, for
description of how ores from the Trixie Mine will be treated
at the Concentrating Mill.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security
Holders.
A Special Meeting in Lieu of Annual Meeting of
registrant's shareholders was held on December 29, 1999.
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 Director For* Individuals Broker Non-Votes
Christopher A. Arnold 4,010,733 5,005 3,318,091
Thomas Bruderman 4,015,738 - 3,318,091
William R. Dimeling 4,010,735 5,008 3,318,091
Paul Hines 4,015,738 - 3,318,091
Robert E. Poll 4,015,738 - 3,318,091
Richard R. Schreiber 4,010,735 5,008 3,318,091
Leonard Weitz 3,936,350 79,383 3,318,091
(*Cumulative voting for Directors)
(2) Proposal to amend and restate the Articles of
Incorporation of registrant, if the shareholders approved at
the meeting the proposal to sell shares of a new class of
convertible common stock, as set forth at Proposal (3).
Proposal (2) was approved by the common shareholders and the
preferred shareholders voting as separate classes at the
meeting.
Votes Cast Votes Abstentions Broker
For Against Individuals Non-Votes
Common Stock 3,919,978 53,924 - 3,447,874
Preferred Stock 6,080 8 - -
Approval of Proposal (2) required that the votes cast in
favor of Proposal (2) in each class exceed the votes cast in
each class against Proposal (2).
(3) Proposal to approve the sale by registrant to Dimeling,
Schreiber & Park of 3,500,000 shares of a new class of
convertible common stock, together with the right to
purchase an additional 5,000,000 shares, and approval of a
stock purchase agreement, warrant agreement and registration
rights agreement relating to the stock sale, if the
shareholders approved at the meeting the proposal to amend
and restate the Articles of Incorporation of registrant, as
set forth at Proposal (2). Proposal (3) was approved by the
common shareholders and the preferred shareholders voting as
separate classes at the meeting.
Votes Cast Votes Abstentions Broker
For Against Individuals Non-Votes
Common Stock 3,923,145 54,164 - 3,447,874
Preferred Stock 6,080 8 - -
Approval of Proposal (3) required that the votes cast in
favor of Proposal (3) in each class exceed the votes cast in
each class against Proposal (3).
(4) Proposal to approve the selection of the firm of Arthur
Andersen LLP as independent public accountants for
registrant for the current fiscal year. Proposal (4) was
approved by shareholders at the meeting:
Votes Cast Votes Abstentions Broker
For Against Individuals Non-Votes
4,024,848 21,253 - 3,390,494
Approval of Proposal (4) required that the votes cast in
favor of Proposal (4) exceed the votes cast against Proposal
(4).
PART II
Item 5. Market for Common Equity and Related Shareholder
Matters.
The principal markets on which registrant's shares of
common stock are traded are The NASDAQ Stock Market 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 Market for each quarterly period during the
past two years are as follows:
1999 Market Price High Low
First Quarter..................... 3-1/8 1-15/16
Second Quarter..................... 5-1/8 2
Third Quarter...................... 4-7/8 2-3/4
Fourth Quarter..................... 4-1/8 1-3/4
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
Approximate number of holders of record of registrant's
common stock as of March 15, 2000 - 2,000.
No cash dividends were declared during the years 1999 and
1998.
Sales Of Securities During 1999.
Registrant sold shares of its capital stock to
accredited investors during the year 1999 in private
placements exempt from registration pursuant to Securities
and Exchange Commission Regulation D under the Securities
Act of 1933, as set forth below:
Date Number Of Price Per Proceeds
of Sale Stock Sold Shares Sold Share Name of Purchaser From Sale
3/16/99 Common 53,200 $1.75 Leon Atkind $ 93,000.00
4/2/99 Common 100,000 1.75 Alfred Feldman 175,000.00
5/12/99 Common 100,000 2.125 Leon Atkind 212,500.00
4/2/99 Common 400,000 2.50 Robert R. Hermann1,000,000.00
11/27/99 Preferred 6,000 2.00 Barbara H. Bruderman12,000.00
Subtotal $1,492,500.00
12/30/99 Convertible Common 3,500,000 2.00
Dimeling, Schreiber & Park $7,000,000.00
The per share selling prices set forth above were based
upon the market price of the registrant's common stock on
the date agreement was reached with each purchaser, reduced
by a discount ranging up to approximately 25% given to
reflect the fact that the shares were not freely
transferrable and were subject to selling restrictions under
Securities and Exchange Commission Rule 144 under the
Securities Act of 1933.
See "Item 12. Certain Relationships and Related
Transactions." and pages 8 through 27 of registrant's "Proxy
Statement ("Proxy Statement") dated November 30, 1999 for
the Special Meeting In Lieu Of Annual Meeting Of
Shareholders held December 29, 1999" for information
concerning the sale of convertible common stock to Dimeling,
Schreiber and Park, the voting and conversion rights of said
shares, a warrant issued with the shares and registration
rights granted by registrant to the holder of the shares.
Said portion of the Proxy Statement is hereby incorporated
herein by reference.
The proceeds of $1,492,500 received by registrant from
the sale of capital stock from March 16, 1999 to November
27, 1999, as detailed above, were used by registrant during
1999 primarily for the following purposes: to make advances
to Tintic Utah Metals LLC, for rehabilitation of the Burgin
Concentrator, for rehabilitation of the Apex No. 2 shaft and
drilling programs; and for the rehabilitation of the Trixie
Shaft. See "Item 2. Description of Property.-Burgin Mine.-
Tintic Utah Metals' Use Of Advances Received From
Registrant." Also in 1999, a portion of the proceeds
received from the sale of the convertible common stock to
Dimeling, Schreiber and Park on December 30, 1999 were used
to pay a portion of the expenses relating to the stock
purchase transaction and for other corporate purposes.
During the first quarter of 2000, registrant used a
portion of the proceeds received from the sale of the
convertible common stock to Dimeling, Schreiber and Park to
make advances to Tintic Utah Metals LLC, to pay the
remaining expenses relating to the stock purchase
transaction, including payment of the $150,000 cash portion
of the finders fee to Clarence A. McGowan, and for other
corporate purposes. See page 17 of Proxy Statement-"Finders
Fee." See "Item 6. Management's Discussion and Analysis or
Plan of Operation.-(a) PLAN OF OPERATION.-Cash Needs of
Registrant." for description of anticipated use of remaining
proceeds from the sale of convertible common stock to
Dimeling, Schreiber and Park during the year 2000.
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 1999 or during the period January 1, 2000 to
March 15, 2000. Registrant's consolidated revenues of
$39,634 in 1999 consisted of $12,953 in revenues from real
estate sales and miscellaneous sources and $26,681 in
revenues from interest. 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 net loss for 1999 was
$1,515,946 as compared to a consolidated net loss of
$1,729,652 in 1998. The decrease of $213,706 in the loss
for 1999 as compared to the loss in 1998 resulted primarily
from a decrease in exploration and operating costs at
registrant's Trixie Mine. Registrant's allocated full share
of the loss for 1999 was in accordance with the Operating
Agreement, due to certain advances made by registrant to
Tintic Utah Metals during 1999.
Cash Needs of Registrant.
There are several factors to be determined during the
remainder of year 2000 that will affect the future cash
needs of registrant during and beyond the next twelve
months. However, in terms of registrant's cash needs over
the next twelve months, registrant presently anticipates
that approximately $2,500,000 will be spent in connection
with the ongoing projects at the Burgin Mine, Trixie Mine
and other properties in which registrant has an interest.
Registrant will also expend cash for its corporate overhead.
Even if registrant does exercise its Option to purchase
Korea Zinc's 25% membership interest in Tintic Utah for
$2,000,000 by December 31, 2000, based upon the approximate
$5,750,000 in cash and equivalents on hand at March 1, 2000,
registrant expects to have sufficient cash to meet its cash
needs over the next twelve months. See "Item 1. Description
of Business.-Operating Agreement.-Registrant's Option To
Purchase Korea Zinc's 25% Interest."
If the Utah State Engineer approves registrant's
application for appropriation of Burgin Mine water,
registrant will first negotiate a contract for the building
of the water treatment plant, so that it is unlikely that
registrant would start expending funds for a feasibility
study on the Burgin Mine during the year 2000. See "Item 1.
Description of Business.-Tintic Utah Metals LLC.-Operating
Agreement.-Registrant's Option To Purchase Korea Zinc's 25%
Interest." and "Burgin Mine.", below. See "Item 1.
Description of Business.- Projected Costs And Time Involving
The Burgin Mine." for information on future cash needs if
the Utah State Engineer approves registrant's water
appropriation application.
Trixie Mine:
Processing of Trixie surface dump material at the
Concentrating Mill will begin during the second quarter of
2000 and underground production of ores from the Trixie Mine
will begin during the third quarter of 2000. No estimate
can be given at this time as to the amount of ores to be
mined from the Trixie Mine during the year 2000 or the
revenues that would be received by Chief Gold Mines from the
sale of the ores after the ores are processed at the
Concentrating Mill. See "Item 1. Business of Registrant-
Trixie Mine.-Concentrating Mill." and "Item 2. Description
of Property-Trixie Mine."
Burgin Mine.
Registrant's application for the appropriation of Burgin
Mine water is currently pending in the Office of the Utah
State Engineer. If the application is approved, it will,
among other things, provide Tintic Utah Metals with an
environmentally sound dewatering method, if: the water
treatment facility is built by U.S. Filter, or another water
treatment company if the Letter of Intent is terminated;
Tintic Utah Metals' completes a positive feasibility study
and obtains long term financing from a banking or other
lending institution to fund the mining project; and
underground rehabilitation and construction work required
for start-up of the Burgin Mine is completed. Registrant
believes that the Utah State Engineer, after required public
notice and hearing on the application, will render his
decision on the application by the end of the Summer of
2000. Registrant does not believe that construction of the
water treatment facility or registrant's work in connection
with the feasibility study would begin during the year 2000,
even if the Utah State Engineer approves the water
application by the end of the Summer, since additional time
will be required to negotiate the terms of a contract for
the building of the facility and to plan for a final
feasibility study. See "Cash Needs of Registrant.", above,
and "Item 1. Description of Business.-Burgin Mine.-Letter
Of Intent With U.S. Filter Corporation Subsidiary.-
Registrant's Application For Appropriation Of Burgin Mine
Water.-Projected Costs And Time Involving The Burgin Mine."
No assurance can be given that the water appropriation
application will be approved. If registrant's application
for appropriation of Burgin Mine water is approved by the
Utah State Engineer, no assurance can be given that a
written agreement with U.S. Filter will be reached. If no
written agreement is reached with U.S. Filter and the Letter
of Intent is terminated, Tintic Utah Metals will discuss the
construction of a water treatment plant with other companies
in the water treatment business. If registrant's
application for appropriation of Burgin Mine water is not
approved by the Utah State Engineer, it is anticipated that
the Letter of Intent would be terminated. Registrant has
already initiated the first step toward achieving an
alternative means for dewatering the Burgin Mine if such
latter event were to occur, by the filing of an application
with the Utah Division of Water Quality relating to the
underground disposal of water, which application will be
pursued by registrant if it becomes necessary to do so.
Proposed Sale Of Real Estate For Development.
As indicated at "Item 2. Description of Property.-
Property Owned By Registrant In The Main Tintic District.",
registrant believes that approximately 6,000 acres of its
Utah properties have the potential for residential and/or
commercial development. Registrant believes that the 320
acres that were incorporated into the City limits of Eureka
and are now subject to services provided by the City, will
afford a means to registrant not only to receive revenues
from the sales of that acreage, but to establish a market
price for homes in the area on plots ranging in size from
one-quarter acre to one acre. No offers have been received
from residential or commercial developers to date 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 and to seek buyers of individual lots on
the property that is now within the city limits of Eureka.
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
Christopher A. Arnold 29 Director Director since
December 29, 1999.
Thomas Bruderman 57 Director Director since
December 29, 1999.
William R. Dimeling 58 Director Director since
December 29, 1999.
Paul Hines 62 Director Director since 1994.
Robert E. Poll 51 Director Director since
December 29, 1999.
Richard R. Schreiber 44 Director Director since
December 29, 1999.
Edward R. Schwartz 89 Secretary-Treasurer Director from 1974 to 1999;
Secretary-Treasurer since
1979.
Leonard Weitz 70 Director; President, Chairman and Chief
Chairman of the Board Executive Officer
and Chief Executive since 1971;
Officer. President 1971 to
1993 and 1996 to
present.
(1) Each of the seven directors 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 29, 1999.
The following is a brief account of the business experience
during the past five years of each director and executive
officer named above.
Christopher A. Arnold A principal of Dimeling,Schreiber & Park, a private
investment partnership that makes private equity
investments in a broad range of middle market
companies, from September 1999 to present. Various
positions with General Electric Capital Corporation,
a diversified financial services company from prior to
1995 to September 1999.
Thomas Bruderman Corporate communications consulting, investment
banking transactions and investment management
conducted through Canterbury Companies Inc., as
President, since prior to 1995.
Corporate communications consultant for the Company
from 1996 to November, 1999.
William R. Dimeling A principal of Dimeling, Schreiber & Park, a private
investment partnership that makes private equity
investments in a broad range of middle market
companies, since prior to 1995.
Paul Hines Financial and management consultant,since priorto 1995.
Robert E. Poll Financial and management consulting through
Poll Financial, LLC, as Managing Director, since
January 1998; Managing Director of Lazard Freres &
Co. from July 1995 to December 1997 and General
Partner of Lazard Freres & Co. from prior to
January 1995 to June 1995- Manager of Public
Finance and Municipal Bond Departments and
other investment banking activities; Trustee of
Citizens Budget Commission of New York since 1997.
Richard R. Schreiber A principal of Dimeling, Schreiber & Park, a private
investment partnership that makes private equity
investments in a broad range of middle market
companies, since prior to 1995.
Edward R. Schwartz Secretary and Treasurer of registrant since 1979;
independent consultant since prior to 1995.
Leonard Weitz Chairman and Chief Executive Officer of
registrant since 1971; President from 1971 to
1993 and 1996 to present.
Registrant is not aware of any person who, at any time
during the year 1999 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 1999 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
Principal Compensation Compensation All Other
Position Year Salary Awards-Options Compensation
Leonard Weitz* 1999 $175,000(1) - -
1998 $175,000(1) - -
1997 $175,000(1) - -
(1) During the years 1997, 1998 and 1999, Leonard Weitz
received annual base salary of $175,000 under the terms of
an employment agreement dated as of September 1, 1996.
Under the terms of that employment agreement, Leonard Weitz
was employed as Chairman, President and Chief Executive
Officer of registrant for a five year period ending August
31, 2001 and would, in addition to the base salary, receive
such bonuses as the Board of Directors of registrant
determined. No bonuses were awarded to Leonard Weitz during
1997, 1998 or 1999. On February 16, 2000, the Board of
Directors approved a new employment agreement that
superceded and canceled the September 1, 1996 employment
agreement. The new employment agreement between registrant
and Leonard Weitz became effective as of January 1, 2000 and
is for a five year term ending December 31, 2004. Under the
terms of the new employment agreement, Leonard Weitz will
continue to be employed as Chairman, President and Chief
Executive Officer of registrant and he will receive an
annual base salary of $225,000 and such bonuses as the Board
of Directors of registrant may determine.
OPTION GRANTS DURING FISCAL YEAR ENDED DECEMBER 31,
1999
No stock options were granted by registrant to Leonard
Weitz during the fiscal year ended December 31, 1999.
OPTION EXERCISES DURING FISCAL YEAR
ENDED DECEMBER 31, 1999 AND OPTION VALUES
ON DECEMBER 31, 1999
The following table contains, with respect to stock
options held by Leonard Weitz, information as to options
exercised during the year 1999, the aggregate dollar value
realized upon exercise, the total number of unexercised
options held on December 31, 1999 and the aggregate dollar
value of the in-the-money, unexercised options held on
December 31, 1999.
Shares Value of Unexercised
Acquired or Value Number of Unexercised in-the-money options
Name Exercised Realized Options at 12/31/99(1) at 12/31/99 (4)
Nonqualified:
Leonard Weitz None None 120,000 (2)(3) None
(1) All options held are fully exercisable.
(2) The exercise prices per share and expiration dates of
the options are as follows: 30,000 exercisable at $3.50,
expiring December 9, 2003; 30,000 exercisable at $3.50,
expiring September 18, 2004; and 60,000 exercisable at $7,
expiring August 7, 2006.
(3) Nonqualified stock options approved by shareholders.
(4) Values are calculated by subtracting the exercise price
from the $2.688 per share closing price of the Company's
common stock on The Nasdaq Stock Market on December 31,
1999.
Compensation of Directors
Leonard Weitz, Chairman of the Board and Chief Executive
Officer of the Company, is employed through December 31,
2004 under an employment agreement dated as of January 1,
2000. See footnote (1) to "Summary Compensation Table",
above, for further details concerning Leonard Weitz's
current employment agreement.
During 1999, each director who was not an officer of the
Company received an annual fee of $5,000; no attendance fees
were paid. Edward R. Schwartz, the Secretary-Treasurer of
the Company, who was a director until December 29, 1999, did
not receive a salary in 1999; he received a $10,000 annual
fee in lieu of salary. Beginning January 2000, each
director who is not an officer of registrant will receive an
annual fee of $8,000.
No stock options were granted by the Company to any
directors during the fiscal year ended December 31, 1999 and
no director exercised in 1999 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 15, 2000, 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 and Nature of Percentage
Beneficial Owners Beneficial Ownership of Class
William E. Simon 564,600 shares (1) 7.04% (2)
310 South Street
Morristown, NJ 07962
Robert R. Hermann 492,500 shares 6.14% (2)
7701 Forsyth St.
Clayton, MO 63105
Dimeling, Schreiber & Park,as 3,500,000 shares (3) 30.37%
General Partner of Dimeling,
Schreiber & Park Reorganization
Fund II, LP
1629 Locust Street
Philadelphia, PA 19103
(1) 314,600 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) Percentage based upon current number of
registrant's outstanding shares of common stock, without
regard to the conversion rights of the holder of
registrant's convertible common stock described at footnote
(3), below. If such convertible common shares were
converted into shares of common stock by the holder, the
percentage would be reduced below 5%.
(3) Dimeling, Schreiber & Park, in its capacity as
General Partner of Dimeling, Schreiber & Park Reorganization
Fund II, LP, a Delaware limited partnership, owns 3,500,000
shares of registrant's $0.50 par value convertible common
stock. These shares are convertible into a like number of
registrant's common stock at no additional cost. The
percentage shown is based upon the current number of
registrant's outstanding shares of common stock together
with the 3,500,000 shares of outstanding convertible common
stock. Dimeling, Schreiber & Park, in its capacity as
General Partner, also has the right to purchase an
additional 5,000,000 shares of convertible common stock from
registrant, which right to purchase expires December 31,
2002. If the additional 5,000,000 shares are purchased, the
percentage would be increased to 51.44%. In addition,
Dimeling, Schreiber & Park, in its capacity as General
Partner, holds warrants to purchase additional shares of
convertible common stock that expire December 31, 2004,
however, it may not make purchases which would, assuming
conversion of all convertible common stock, result in
Dimeling, Schreiber & Park, in its capacity as General
Partner, owning more than 68% of registrant's outstanding
common stock. The holder of the convertible common stock
has voting rights identical to the voting rights of the
holders of registrant's common stock. See "Item 13. Certain
Relationships and Related Transactions." for information
concerning the acquisition of the convertible common stock
and warrants by Dimeling, Schreiber & Park, in its capacity
as General Partner of Dimeling, Schreiber & Park
Reorganization Fund II, LP and directorships in registrant
held by three principals of Dimeling, Schreiber & Park.
(b) The equity securities of registrant beneficially
owned by all directors and officers, and by directors
officers of registrant as a group, as of March 15, 2000,
are:
Title
of Name and Address Amount and Nature of Percentage
Class of Beneficial Owner of Beneficial Ownership* of Class
Common Stock
$0.05 par value:
Christopher A. Arnold** 200 0%
1629 Locust Street
Philadelphia, PA 19103
Thomas Bruderman 46,100 (1) 0.57%
1573 Bronson Road
Fairfield, CT 06430
William R. Dimeling** 200 0%
1629 Locust Street
Philadelphia, PA 19103
Paul Hines 130,000(2) 1.60%
17 Trachelle Lane
Charleston, SC 29407
Robert E. Poll 150,000 1.87%
225 West 86th Street
New York, NY 10024
Edward R. Schwartz 165,100(3) 2.03%
500 Fifth Avenue
New York, NY 10110
Richard R. Schreiber** 200 0%
1629 Locust Street
Philadelphia, PA 19103
Leonard Weitz 189,010(4)(5) 2.32%
500 Fifth Avenue
New York, NY 10110
Owned by all directors 680,810(6) 8.12%
and officers as a group
Preferred
Stock, $0.50
Par value: None
* Each director and officer has sole voting and investment
power with respect to shares owned.
** Principal of Dimeling Schreiber & Park. See footnote (3)
to part (a) of this "Item 11. Security Ownership of Certain
Beneficial Owners and Management." and "Item 12. Certain
Relationships and Related Transactions." for information
concerning the acquisition of the convertible common stock
and warrants by Dimeling, Schreiber & Park, in its capacity
as General Partner of Dimeling, Schreiber & Park
Reorganization Fund II, LP.
(1) Does not include 8,000 shares of common stock and 6,000
shares of preferred stock owned by Thomas Bruderman's wife,
in which shares Thomas Bruderman disclaims any beneficial
interest.
(2) Includes nonqualified stock options previously approved
by the shareholders to purchase 120,000 shares held by Paul
Hines. Also includes 10,000 shares held in IRA account.
(3) Includes nonqualified stock options previously approved
by the shareholders to purchase 120,000 shares held by
Edward R. Schwartz. Does not include 200 shares owned by
Edward R. Schwartz's wife, in which shares Edward R.
Schwartz disclaims any beneficial interest.
(4) Includes nonqualified stock options previously approved
by the shareholders 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.
(5) Does not include 20,000 shares owned by Leonard Weitz's
wife, in which shares Leonard Weitz disclaims any
beneficial interest.
(6) Includes options to purchase an aggregate of 360,000
shares as referred to at
footnotes (2), (3) and (4), above. All options may be
exercised by the directors or officers holding same within
60 days.
Item 12. Certain Relationships and Related Transactions.
At the Special Meeting In Lieu Of Annual Meeting Of
Shareholders of registrant held December 29, 1999 ("the
shareholders meeting") , the shareholders approved, among
other things, a stock purchase agreement and a warrant.
Dimeling, Schreiber & Park, in its capacity as General
Partner of Dimeling, Schreiber & Park Reorganization Fund
II, LP, pursuant to the terms of the Stock Purchase
Agreement, purchased 3,500,000 shares of registrant's
convertible common stock on December 30, 1999 and has the
right to purchase an additional 5,000,000 shares on or
before December 31, 2002. The warrant approved by the
shareholders gives Dimeling, Schreiber & Park, in its
capacity as General Partner, to purchase additional shares
of the convertible common stock , provided that its stock
ownership does not exceed 68% of registrant's outstanding
shares of common stock (assuming conversion of the
convertible common stock into shares of common stock).
The terms and conditions of the transaction with
Dimeling, Schreiber & Park, including a description of the
principal terms of the stock purchase agreement, the stock
warrant agreement, a registration rights agreement and other
aspects of the transaction are set forth at Proposals (2)
and (3) described at pages 8 through 27 of registrant's
Proxy Statement ("Proxy Statement") dated November 30, 1999
for the Special Meeting In Lieu Of Annual Meeting Of
Shareholders held December 29, 1999. Registrant hereby
incorporates by reference the aforesaid portion of the Proxy
Statement relating to the transaction with Dimeling,
Schreiber & Park. See "Item 4. Submission of Matters to a
Vote of Security Holders" for information concerning the
vote of the shareholders upon Proposals (2) and (3) at the
shareholders meeting.
William R. Dimeling, Richard R. Schreiber and Christopher
A. Arnold, directors of registrant, are general partners of
Dimeling, Schreiber & Park. Since Dimeling, Schreiber &
Park is acting in the stock purchase transaction in its
capacity as the General Partner of Dimeling, Schreiber &
Park Reorganization Fund II, LP, each of the aforesaid three
directors has a material interest in the transaction
involving the sale of the convertible common stock by
registrant, as described in the Proxy Statement. As of
March 15, 2000, Dimeling, Schreiber & Park Reorganization
Fund II, LP was the beneficial owner of 30.37% of
registrant's common stock (assuming conversion of the
convertible common stock into shares of common stock). See
"Item 11. Security Ownership of Certain Beneficial Owners
and Management."
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 (i)
registrant's Restated Articles of Incorporation that
were annexed as Exhibit A to registrant's Proxy
Statement For The Special Meeting In Lieu Of Annual
Meeting Of Shareholders held December 29, 1999
(Restated Articles approved at meeting); and (ii)
registrant's By-laws previously filed with the
Securities and Exchange Commission.
"4." Not Applicable.
"9." Not Applicable.
"10." Material Contracts.
A. Operating Agreement ("Operating Agreement") of
Tintic Utah Metals LLC dated as of July 17, 1996 by
and among registrant, Akiko Resources (Utah) Inc.
and KZ Utah, Inc., a copy of which was filed with
the Securities and Exchange Commission by registrant
as part of its 1996 Form 10-KSB report.
B. First Amendment to Operating Agreement dated as
of March 11, 1997 by and among registrant, Akiko
Resources (Utah) Inc. and KZ Utah, Inc., a copy of
which was filed with the Securities and Exchange
Commission by registrant as part of its 1997 Form 10-
KSB report.
C. Second Amendment to Operating Agreement dated
as of November 10, 1997 by and between registrant
and KZ Utah, Inc., a copy of which was filed with
the Securities and Exchange Commission by registrant
as part of its 1997 Form 10-KSB report.
D. Third Amendment to Operating Agreement dated as
of October 1, 1998 by and between registrant and KZ
Utah, Inc., a copy of which was filed with the
Securities and Exchange Commission by registrant as
part of its 1998 Form 10-KSB report.
E. Fourth Amendment to Operating Agreement dated
as of September 9, 1999 by and between registrant
and KZ Utah, Inc., a copy of which is filed with
this report and marked as Exhibit "A".
F. Articles of Organization of Tintic Utah Metals
LLC, a copy of which was filed with the Securities
and Exchange Commission by registrant as part of its
1996 Form
10-KSB report.
G. Stock Purchase Agreement ("Stock Purchase
Agreement") dated as of November 19, 1999 between
registrant and Dimeling, Schreiber & Park, a copy of
which was filed with the Securities and Exchange
Commission by registrant as part of its Form 8-K
report filed on December 1, 1999.
H. Registration Rights Agreement dated as of
November 19, 1999 between registrant and Dimeling,
Schreiber & Park, constituting Exhibit A to the
Stock Purchase Agreement, a copy of which was filed
with the Securities and Exchange Commission by
registrant as part of its Form 8-K report filed on
December 1, 1999.
I. Form of Warrant issued to Dimeling, Schreiber &
Park by registrant dated as of November 19, 1999,
constituting Exhibit B to the Stock Purchase
Agreement, a copy of which was filed with the
Securities and Exchange Commission by registrant as
part of its Form 8-K report filed on December 1,
1999.
"(11)" Not applicable.
"(13)" 1999 Annual Report To Shareholders not yet
furnished to shareholders as of the filing
date of this report.
"(16)" Not applicable.
"(18)" Not applicable.
"(21)" A list of subsidiaries of registrant is filed
with this report and marked as Exhibit
"(B)".
"(22)" Not applicable.
"(23)" Not applicable.
"(24)" Not applicable.
"(27)" Not applicable.
"(99)" Not applicable.
(b) Reports filed on Form 8-K.
Form 8-K report dated November 30, 1999 was filed by
registrant with the Securities and Exchange Commission of
December 31, 1999, reporting that registrant had entered
into a Stock Purchase Agreement, Warrant Agreement and
Registration Rights Agreement with Dimeling Schreiber & Park
and that said agreements would be submitted to the
shareholders of registrant for their approval at a meeting
of shareholders to be held December 29, 1999. See "Item 4.
Submission of Matters to a Vote of Security Holders." and
"Item 12. Certain Relationships and Related Transactions."
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995:
This Form 10-KSB report contains statements which are not
historical facts, such as anticipated production,
exploration results and costs and therefore are "forward-
looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and involve a
number of risks and uncertainties that could cause actual
results to differ materially from those projected,
anticipated, expected or implied. These risks and
uncertainties include, but are not limited to, the
following: registrant's cash is not sufficient to complete
the intended work and projects; even if the amount of cash
available is sufficient to complete the work and projects,
registrant is unable to initiate profitable mining
activities at the Trixie Mine and/or mining from the
Homansville area is not commercially feasible; registrant's
application for appropriation of water from the Burgin Mine
is rejected by the Utah State Engineer, necessitating
registrant to seek alternative methods for dewatering the of
the Burgin Mine; even if the water appropriation application
is approved, if a water treatment facility is not built or
if built, mining from the Burgin Mine is not commercially
feasible; registrant is unable to obtain long term financing
to fund the Burgin mining project if registrant's
application for appropriation of water from the Burgin Mine
is approved; Fund II does not exercise its right to purchase
the additional 5,000,000 shares of convertible common stock
by December 31, 2002 and, as a result, registrant is unable
to continue any mining operations at the Trixie Mine or
continue to seek development of the Burgin Mine and the
Homansville area; registrant is unable to sell any of its
real estate for residential or commercial use. Refer to
registrant's Forms 10-QSB and its Proxy Statement dated
November 30, 1999 for the Special Meeting In Lieu of Annual
Meeting of Shareholders of registrant filed 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 March 29, 2000
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
Secretary and Treasurer, Principal Financial Officer and
Principal Accounting Officer
Date March 29, 2000
By /s/ Christopher A. Arnold
(Signature and Title)
Christopher A, Arnold
Director
Date March 29, 2000
By /s/ Thomas Bruderman
(Signature and Title)
Thomas Bruderman
Director
Date March 29, 2000
By /s/ William R. Dimeling
(Signature and Title)
William R. Dimeling
Director
Date March 29, 2000
By /s/ Paul Hines
(Signature and Title)
Paul Hines
Director
Date March 29, 2000
By /s/ Robert E. Poll
(Signature and Title)
Robert E. Poll
Director
Date March 29, 2000
By /s/ Richard R. Schreiber
(Signature and Title)
Richard R. Schreiber
Director
Date March 29,2000
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999 AND FOR THE YEARS
ENDED DECEMBER 31, 1999 AND 1998
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Index to Financial Statements
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-8
Statements
Schedules are omitted either because they are not
required or because the required information is
contained in the financial statements or notes
thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Chief Consolidated Mining Company:
We have audited the accompanying consolidated balance sheet
of Chief Consolidated Mining Company (an Arizona
corporation) and subsidiaries as of December 31, 1999, and
the related consolidated statements of operations,
shareholders' equity and cash flows for the years ended
December 31, 1999 and 1998. 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 auditing
standards generally accepted in the United States. 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 $8,456,009 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, 1999 and the results of
their operations and their cash flows for the years ended
December 31, 1999 and 1998 in conformity with accounting
principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
March 7, 2000
Salt Lake City, Utah
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $6,901,234
Other current assets 20,833
Total current assets 6,922,067
INVESTMENT IN CENTRAL STANDARD
CONSOLIDATED MINES 78,954
ADVANCES TO CENTRAL STANDARD
CONSOLIDATED MINES 30,650
MINING CLAIMS AND PROPERTIES, less accumulated
depletion of $1,215,692 8,456,009
MACHINERY AND EQUIPMENT, less accumulated
depreciation of $144,599 909,018
OTHER ASSETS 143,240
Total assets $16,539,938
The accompanying notes to consolidated financial statements are
an integral part this consolidated balance sheet.
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Continued)
AS OF DECEMBER 31, 1999
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 375,906
Accrued liabilities 176,244
Total current liabilities 552,150
ACCRUED RECLAMATION COSTS 389,800
MINORITY INTEREST 2,502,361
REDEEMABLE CONVERTIBLE COMMON STOCK,
3,500,000 shares issued and outstanding 3,104,059
COMMITMENTS AND CONTINGENCIES
(Notes 1 and 7)
SHAREHOLDERS' EQUITY:
Preferred stock, $0.50 par value;
1,500,000 shares authorized, 11,168
shares outstanding with a liquidation
value of $5,584 5,584
Common stock, $0.50 par value; 20,000,000
shares authorized, 8,024,601 shares
outstanding, 16,441 shares held in treasury 4,012,301
with a zero cost
Additional paid-in capital 15,007,199
Stock purchase rights 3,321,747
Deferred compensation (12,900)
Notes receivable from shareholders (79,470)
Accumulated deficit (12,262,893)
Total shareholders' equity 9,991,568
Total liabilities and shareholders' equity $16,539,938
The accompanying notes to consolidated financial statements are an integral
part of this consolidated balance sheet.
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
REVENUES:
Interest $ 26,681 $ 36,051
Land sales and other 12,953 37,660
Total revenues 39,634 73,711
EXPENSES:
General and administrative 934,225 807,131
Exploration 447,681 729,952
Operating costs 158,510 242,246
Reclamation - 89,800
Taxes other than income taxes 15,164 16,035
Total expenses 1,555,580 1,885,164
NET LOSS BEFORE MINORITY INTEREST (1,515,946)(1,811,453)
MINORITY INTEREST - 81,801
NET LOSS $(1,515,946)$(1,729,652)
REDEEMABLE CONVERTIBLE COMMON STOCK
DIVIDENDS:
Beneficial conversion feature (2,625,000) -
Eight percent stock dividend (7,311) -
Accretion to redemption value (4,127) -
NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS $(4,152,384) $(1,729,652)
NET LOSS PER COMMON SHARE
(Basic and Diluted) $ (0.54) $ (0.26)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Basic and 7,687,966 6,645,151
Diluted)
The accompanying notes to consolidated financial statements
are an integral part of this consolidated financial statement.
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Preferred Stock Common Stock
Shares Amount Shares Amount
Balance at 12\31\97 5,200 $2,600 6,054,209 $3,027,105
Issuance of common stock
through private
placement at prices
ranging from $1.50 to
$3.25 per share, net - - 1,201,500 600,750
Issuance of common stock
consulting services for
$2.00 per share - - 6,000 3,000
Amortization of deferred
compensation - - - -
Payment on note receivable
from shareholder - - - -
Deferred compensation
related to extension of
notes receivable from
shareholders related to )
a 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
)
Issuance of preferred
stock through private
placement for $2.00 per
share 6,000 3,000 - -
Issuance of common stock
through private
placement at prices
ranging from $1.86
to $2.50, net - - 750,860 375,430
Issuance of common stock
as payment for consulting
services for $2.00 per share - - - -
Issuance of stock purchase
rights for $2.00 per share - - - -
Amortization of deferred
compensation - - - -
Payment on note receivable
from shareholder - - - -
Deferred compensation
related to extension of
notes receivable from
shareholders related to )
the previous exercise of
stock options - - - -
Net loss - - - -
Balance at 12\31\99 11,168 $5,594 8,024,601 $4,012,301
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONTINUTED)
Additional Stock
Paid-In Purchase Deferred
Capital Rights Compensation
Balance at 12\31\97 $11,720,607 $ - $ (21,089)
Issuance of common stock through
private placement at prices
ranging from $1.50 to $3.25
per share, net 1,908,950 - -
Issuance of common stock as
payment for consulting
services for $2.00 per share 15,750 - -
Amortization of deferred compensation - - 23,239
Payment on note receivable from
shareholder - - -
Deferred compensation related to
extension of notes receivable from
shareholders related to a previous
exercise of stock options 15,050 - (15,050)
Conversion of preferred shares
into common - - -
Net loss - - -
Balance at 12\31\98 13,660,657 - (12,900)
Issuance of preferred stock through
private placement for $2.00 per share 9,000 - -
Issuance of common stock through
pricate placement at prices ranging
from $1.86 to $2.50, net 1,288,820 - -
Issuance of common stock as payment
for consulting services for $2.00
per share 33,972 - -
Issuance of stock purchase rights
for $2.00 per share - 3,321,747 -
Amortization of deferred compensation - - 15,050
Payment on note receivable from
shareholder - - -
Deferred compensation related to
extension of notes receivable from
shareholders related to the previous
exercise of stock options 15,050 - (15,050)
Net Loss - - -
Balance at 12\31\99 $ 15,007,199 $ 3,321,747 $ (12,900)
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONTINUED)
Notes
Receivable
From Accumulated
Shareholders Deficit
Balance at 12\31\97 $(87,500) $(9,017,295)
Issuance of common stock through private
placement at prices ranging from $1.50 to
$3.25 per share, net - -
Issuance of common stock as payment for
consulting services for $2.00 per share - -
Amortization of deferred compensation - -
Payment on note receivable from shareholder 5,130 -
Deferred compensation related to extension of
notes receivable from shareholders related to
a previous exercise of stock options - -
Conversion of preferred shares into common - -
Net Loss - (1,729,652)
Balance at 12\31\98 (82,370) (10,746,947)
Issuance of preferred stock through private
placement for $2.00 per share - -
Issuance of common stock through private
placement at prices ranging from $1.86 to
$2.50, net - -
Issuance of common stock as payment for
consulting services for $2.00 per share - -
Issuance of stock purchase rights for
$2.00 per share - -
Amortization of deferred compensation - -
Payment on note receivable from shareholder 2,900 -
Deferred compensation related to extension
of notes receivable from shareholders
related to the previous exercise of stock
options - -
Net Loss - (1,515.946)
Balance at 12\31\99 $(79,470) $(12,262,893)
The accompanying notes to consolidated financial statements
are an integral part of this consolidated financial statement.
CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,515,946) (1,729,652)
Adjustments to reconcile net loss to
net cash used in operating activities:
Noncash expense related to reclamation - 89,800
liability
Amortization of deferred compensation 15,050 23,239
Gain on sale of real estate (12,703) (36,660)
Issuance of common stock for services 39,972 18,750
(Increase) decrease in accounts 4,486 (1,561)
receivable
Increase in other assets (20,833) (95,739)
Increase (decrease) in accounts 315,246 (14,296)
payable
Increase in accrued liabilities 144,801 15,843
Net cash used in operating activities (1,029,927) (1,730,276)
CASH FLOWS FROM INVESTING ACTIVITIES:
Mining property development costs (137,990) (185,980)
Purchase of property and equipment (868,519) (25,336)
Payments on note receivable from 2,900 5,130
shareholder
Loss on investment in affiliate 1,007 -
Advances to affiliate (4,000) (1,500)
Net cash used in provided by investing
activities (1,006,602) (207,686)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from sale of preferred 12,000 -
stock
Net proceeds from sale of common stock 1,664,250 2,509,700
Net proceeds from sale of redeemable
convertible common stock and stock 6,425,806 -
purchase rights
Change in minority interest 254 (81,801)
Net cash provided by financing 8,102,310 2,427,899
activities
NET INCREASE IN CASH AND CASH
EQUIVALENTS 6,065,781 489,937
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 835,453 345,516
CASH AND CASH EQUIVALENTS AT END OF
YEAR $6,901,234 $835,453
The accompanying notes to consolidated financial statements are an
integral part of this consolidated financial statement.
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 interests in approximately 19,000
acres of patented mining property in the Tintic Mining
Districts 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 December 31, 2000.
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 the portion of
the option period from October 1, 1998 to December 31, 1999,
Chief advanced a net amount of approximately $2,400,000 to
Tintic. Should the Company exercise its option and then
subsequently sell all or a portion of the acquired ownership
to a third party at a net selling price in excess of $80,000
for each 1 percent membership interest sold, 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.
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, 1999 and 1998, the
Company has not generated significant revenues and has
incurred net losses. The Company's operating activities
used $1,029,927 and $1,730,276 of cash during the years
ended December 31, 1999 and 1998, respectively. Significant
additional development costs must be incurred to bring the
Company's Burgin ore body, with a book value of
approximately $6,857,000 at December 31, 1999, into
operation. Also required will be the approval by the Utah
State Engineer of the Company's application for
appropriation of water from the Burgin Mine. The
application is currently pending before the Utah State
Engineer for approval.
The Company's unrecovered investment in mining claims and
properties, net of applicable depletion, is $8,456,009 as of
December 31, 1999, representing approximately 51 percent of
total assets. The realization of these investments is
dependent upon the ability of the Company to continue 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 necessary funding. At December
31, 1999, the Company had cash and cash equivalents of
$6,901,234. At such time as funds are needed by the
Company, it will seek to provide necessary funding 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.
The following represents the Company's mineral claims and
properties and related accumulated depletion and
depreciation as of December 31, 1999:
Land and mining claims $3,869,116
Buildings and equipment 123,335
Mine development 5,679,250
Accumulated depletion and (1,215,692)
depreciation
$8,456,009
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
The Company provides for reclamation costs and penalties
when the responsibility for reclamation is probable and the
amount of associated costs is reasonably estimble. Under
the Company's current operating environment, the timing of
reclamation accruals typically coincides with the completion
of feasibility studies or commitments to a plan of action.
Reclamation liabilities are accrued based on estimates of
known environmental exposure.
Income Taxes
The Company follows the provisions of Statement of Financial
Accounting Standards ("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.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with
maturities of three or fewer months to be cash equivalents.
Instruments with maturities in excess of three months are
specifically identified on the balance sheet. The Company's
investments at December 31, 1999 and 1998 consist of U.S.
Treasury Bills with short-term maturities.
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 loss 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, 1999 and 1998 because
they would have been antidilutive, thereby decreasing the
net loss per common share.
At December 31, 1999 and 1998, there were outstanding
options to purchase 400,000 and 580,000 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 1998, the Financial Accounting Standards Board
issued SFAS No. 133 "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 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, 2000. The Company will adopt SFAS
No. 133 during calendar 2001. The Company does not expect
this statement to have a material impact on the Company's
results of operations, financial position or liquidity.
(3) CAPITALIZATION
On December 29, 1999, the Company's shareholders approved
the sale and issuance of 3,500,000 shares of a new class of
redeemable convertible common stock to Dimeling, Schreiber &
Park ("DS&P"), the general partner of Dimeling, Schreiber &
Park Reorganization Fund II, LP ("Fund II"), and the
granting to DS&P the right to purchase an additional
5,000,000 shares of non-redeemable common stock. On
December 30, 1999, the Company sold to DS&P 3,500,000 shares
of the Company's redeemable convertible common stock for
$7,000,000. DS&P also received the right to purchase an
additional 5,000,000 shares of non-redeemable convertible
common shares. The redeemable convertible common shares
carry a dividend rate of 8 percent which is payable in non-
redeemable convertible common stock of the Company (based on
the number of issued convertible common shares). The shares
of redeemable convertible common stock have a liquidation
value preference equal to $2.00 per share on or after
December 1, 2003 if DS&P has not exercised its right to
purchase the 5,000,000 additional shares. The liquidation
value preference of the redeemable convertible common stock
is subordinate to a prior $.50 per share liquidation value
of the Company's preferred shares.
In connection with the DS&P transaction, the Company agreed
to pay a finders fee comprised of $150,000 in cash and
70,000 shares of common stock with a fair market value of
$192,500 as of December 30, 1999. Additionally, the Company
paid $231,694 in other direct costs of the offering,
resulting in net proceeds of $6,425,806. The net cash
proceeds were $6,618,306.
The net proceeds from the sale of the redeemable convertible
common stock has been allocated between the redeemable
convertible common stock and related stock purchase rights
based upon their relative fair values at the date of the
stock purchase agreement. The Company has estimated the
value of the convertible redeemable common stock based on
the fair value of the common stock as of December 30, 1999.
The Company has estimated the value of the stock purchase
rights issued in connection with the sale of the redeemable
convertible common stock based upon a Black-Scholes option
pricing model with the following assumptions: risk free rate
5.75 percent; expected dividend yield of zero percent;
expected life of 3 years, and expected volatility of 133
percent.
On December 30, 1999, the quoted stock price of the
Company's common stock was $2.75 per share which is greater
than the $2.00 per share price of the redeemable convertible
common shares issued, resulting in a beneficial conversion
feature. The redeemable convertible common shares are
convertible into common shares immediately upon issuance.
The intrinsic value of the beneficial conversion feature has
been recorded as a dividend to the redeemable convertible
common shareholders at the date of issuance. Due to the
Company's accumulated deficit, the dividend has been charged
against additional paid-in capital.
The accretion of the redeemable convertible common shares is
being amortized on a straight-line basis utilizing the
difference between the carrying value at the date of
issuance and the redemption price of $7,000,000 at December
30, 2003. The straight-line basis is assumed to reasonably
approximate the effective interest method. 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 have equal 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 1999, the Company sold 6,000 shares of it's preferred
stock at a price of $2.00 per share.
During 1999 and 1998, the Company issued 750,860 and
1,201,500 shares of common stock respectively, through
private placement. The stock was issued at prices ranging
from $1.86 to $2.50 in 1999 and $1.50 to $3.25 in 1998 net
of applicable finders' fees.
During 1999 and 1998, the Company issued 12,000 and 6,000
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 valued based on the market price of the
Company's common stock on the dates the services were
completed.
(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 because the exercise price was equal
to or greater than the market price of the Company's common
stock on the measurement date. Had compensation cost been
determined based on the fair value at the grant date for
awards 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:
1999 1998
Net loss: As reported $(1,515,946) (1,729,652)
Pro forma (1,190,946) (1,797,252)
Net loss per common As reported $ (.54) $(0.26)
share:
Pro forma (.50) (0.27)
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 1999 and 1998, the Company extended the term of the
notes until December 31, 2000 and 1999, respectively. These
extensions created new measurement dates for financial
reporting purposes and generated additional deferred
compensation for each year. During each of the years ended
December 31, 1999 and 1998, $15,050 of expense 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. No options were granted during 1999.
A summary of the status of the nonqualified stock options at
December 31, 1999 and 1998 and changes during the years then
ended is presented in the table and narrative below:
1999 1998
Weighted Weighted
Average Average
Shares Exercise Exercise
Prices Shares Prices
Outstanding at
beginning of year 570,000 $ 5.31 550,000 $ 5.33
Granted - - 20,000 -
Forfeited (170,000) 5.75 - 4.63
Outstanding at end 400,000 5.12 570,000 5.31
of year
Exercisable at end 400,000 570,000 5.31
of year
Weighted average
fair value of - 3.38
options granted
Of the 400,000 options outstanding and exercisable at
December 31, 1999, 200,000 have an exercise price of $3.50,
with a weighted average remaining contractual life of 4.43
years. The remaining 200,000 options have exercise prices
ranging between $4.62 and $7.00, with a weighted average
exercise price of $6.74 and a weighted average remaining
contractual life of 6 years.
Other Stock Options
In addition to the incentive and nonqualified stock options
previously discussed, the Company has granted stock options
to outside parties for consulting services. During 1998,
the Company had 10,000 options outstanding at an exercise
price of $7.00. During 1999, 10,000 options expired.
(5) INCOME TAXES
The income tax provisions for 1999 and 1998 differ from the
amounts computed by applying the statutory federal income
tax rate to the loss before provision for income taxes as
follows:
1999 1998
Statutory federal income tax (35.0)% (35.0)%
rate
State income taxes, net of (3.3)% (3.3)%
federal benefit
Nondeductible expenses - % - %
Valuation allowance 38.3% 38.3%
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, 1999 were as follows:
Deferred income tax assets:
Net operating loss carryforward $3,407,514
Mine exploration costs capitalized for 578,440
tax purposes
Future deductible expenses related to
issuance of common stock options 219,845
Future deductible expenses related to 149,099
reclamation
Book over tax depreciation 26,777
Other 1,835
Total deferred income tax assets 4,383,510
Valuation allowance (4,198,928)
Deferred income tax assets, net of
valuation allowance 184,582
Deferred income tax liability:
Amortization of development costs (184,582)
Net deferred income taxes $ -
The Company has net operating loss carryforwards ("NOLs")
for federal tax reporting purposes of approximately
$8,900,000. The NOLs expire as follows:
Year of Expiration Amount
1999 245,953
2000 192,858
2001 232,305
2002 197,762
2003 133,291
2004 204,917
2005 510,052
2006 256,031
2007 181,150
2008 772,649
2009 929,998
2010 1,283,903
2011 1,037,582
2012 647,738
2018 992,470
2019 1,089,875
Total NOL's $8,908,534
The Internal Revenue Code contains provisions that reduce or
limit the availability and utilization of net operating loss
carryforwards if certain changes in ownership have taken
place or will take place. During 1998 and 1999, changes in
the ownership of the Company may have resulted in
limitations on all pre-existing net operating loss
carryforwards of the Company. As a result, management
estimates that all of the Company's net operating loss
carryforwards may be limited to utilization of an annual
amount not to exceed the value of the Company on the date
the Company exceeded the specified levels of allowable
changes in ownership multiplied by the Federal long-term tax-
exempt rate at that date. If the annual limited amount is
unutilized in any particular year, it remains available on a
cumulative basis through the expiration date of the
applicable net operating loss carryforwards.
(6) RELATED-PARTY TRANSACTIONS
As discussed in Note 4, the Company loaned $50,000 to an
officer and $37,500 to an employee who are also shareholders
of the Company. The loan to the officer bears interest at
the prime rate (8.5 percent at December 31, 1999) and
interest is payable quarterly. The loan to the employee is
noninterest bearing. At December 31, 1999, the remaining
principal balance is $79,670. 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. The Company is currently seeking the
approval by the Utah State Engineer of the Company's
application for appropriation of water from the Burgin Mine
as the Burgin ore body is located beneath the water table.
The application is currently pending before the Utah State
Engineer for approval.
During 1998, Tintic assumed 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.
Operating Leases
In March 1997, the Company signed a long-term, non-
cancelable 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,
2000 $22,200
2001 9,250
$31,450
EXHIBIT A
FOURTH AMENDMENT TO TINTIC UTAH METALS LLC
OPERATING AGREEMENT
This Fourth Amendment to the Tintic Utah Metals LLC
Operating Agreement (this "Amendment") is made and entered
into as of the 9th day of September, 1999 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, November 10, 1997 and October 1, 1998 (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.
C. Chief and Korea Zinc desire to further amend the
Operating Agreement so as to extend the time period to
December 31, 2000, within which time period Chief shall have
the right to exercise the Option granted to it by Korea Zinc
under the Third Amendment dated October 1, 1998 to the
Operating Agreement, to purchase Korea Zinc's entire 25%
Membership Interest in Tintic Utah.
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. Extension of Option. The time period during which
Chief shall have the right to exercise the Option to
purchase from Korea Zinc the entire 25% Membership Interest
owned by Korea Zinc in Tintic Utah under Section 18.21 of
Article XVIII of the Operating Agreement, which Section
18.21 was added to the Operating Agreement under the terms
of the Third Amendment dated October 1, 1998 to the
Operating Agreement, is hereby extended from October 15,
1999 to December 31, 2000. Accordingly, Section 18.21,
which defined the Option Period as being from October 1,
1998 to October 15, 1999, is hereby amended so as to change
the Option Period to be from October 1, 1998 to December 31,
2000. Except with respect to said Option Period, as amended
herein, all the other terms and provisions of said Section
18.21 shall remain in full force and effect.
3. Certain Provisions In Effect During Option Period.
Section "3" of the Third Amendment dated October 1, 1998 to
the Operating Agreement is hereby amended by deleting the
date "October 15, 1999" and substituting the date "December
31, 2000" in its place and stead, and by deleting the date
"October 16, 1999" and substituting the date "January 1,
2001" in its place and stead. Except with respect to the
aforesaid changes is dates, as amended herein, all the other
terms and provisions of said Section "3" of the Third
Amendment dated October 1, 1998 to the Operating Agreement
shall remain in full force and effect.
4. Operating Agreement, As Previously Amended, Remains
In Effect. Except as expressly set forth in this
Amendment, the terms and conditions of the Operating
Agreement, as previously amended, shall 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: _____________________ By: ______________________
Leonard Weitz
Chairman and President
EXHIBIT B
Subsidiaries of Chief Consolidated Mining Company
State of Incorporation
Name of Subsidiary* or Organization
Tintic Utah Metals LLC Colorado
Chief Gold Mines, Inc. Delaware
American Star Mining Company Utah
Eagle & Blue Bell Mining Company Utah
East Crown Point Consolidated Mining Co Utah
Eureka Mines Company Utah
_____________
*Each subsidiary does business under the same name as shown
above.
EXHIBIT C
Chief Consolidated Mining Company
Financial Data Schedule
December 31, 1999
1999
5-02 (1) Cash and cash items 6,901,234
5-02 (2) Marketable securities -
5-02 (3)(a)(1) Notes and accounts -
5-02 (4) Allowances for doubtful accounts -
5-02 (6) Inventory -
5-02 (9) Total current assets 6,922,067
5-02 (13) Property, plant and equipment 10,725,318
5-02 (14) Accumulated depreciation 1,360,291
5-02 (18) Total assets 16,539,938
5-02 (21) Total current liabilities 552,150
5-02 (22) Bonds, mortgages and similar debt -
5-02 (28) Preferred stock - mandatory redemption -
5-02 (29) Preferred stock - no mandatory redemption-
5-02 (30) Common stock 4,012,301
5-02 (31) Other stockholders' equity 5,979,267
5-02 (32) Total liabilities and
stockholders' equity 16,539,938
1999
5-03(b)1(a) Net sales of tangible products -
5-03 (b) 1 Total revenues 39,634
5-03 (b) 2 Cost of tangible goods sold -
5-03 (b) 2 Total costs and expenses
applicable to sales and
revenues 250
5-03 (b) 3 Other costs and expenses 1,555,580
5-03 (b) 5 Provision for doubtful
accounts and notes -
5-03 (b)(8) Interest and amortization
of debt discount -
5-03 (b)(10) Income before taxes and
other items 1,515,946
5-03 (b)(11) Income tax expense -
5-03 (b)(14) Income/loss continuing
operations 1,515,946
5-03 (b)(15) Discontinued operations -
5-03 (b)(17) Extraordinary items -
5-03 (b)(18) Cumulative effect-changes -
in accounting principles
5-03 (b)(19) Net income or loss 1,515,946
5-03 (b)(20) EPS - primary 0.54
5-03 (b)(20) EPS - fully diluted 0.54
