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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Mining Services International Corporation
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
603665209
(CUSIP Number)
Duane W. Moss
Mining Services International Corp.
8805 South Sandy Parkway
Sandy, UT 84070
(801) 233-6000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 12, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Regulation 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Regulation 240.13d-7(b) for
other parties to who copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be 'filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
PAGE 1 OF 8 PAGES
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CUSIP NO. 603665209
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of Above Persons (entities only).
BLA Investment Irrevocable Trust
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _________________
(b) _________________
3 SEC Use Only
4 Source of Funds (See Instructions): PF
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 1,876,256
8 Shared Voting Power -0-
9 Sole Dispositive Power 1,876,256
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,256
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 25.6%
14 Type of Reporting Person (See Instructions) OO
PAGE 2 OF 8 PAGES
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CUSIP NO. 603665209
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of above persons (entities only).
E. Bryan Bagley
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _________________
(b) _________________
3 SEC Use Only
4 Source of Funds (See Instructions): OO
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 188,247 (which shares are held in various
accounts as to which Mr. Bagley has sole
investment and voting power)
8 Shared Voting Power 1,876,256 (which shares are held in the name
of BLA Investment Irrevocable Trust as to
which Mr. Bagley shares investment and
voting power with Lisa Higley)
9 Sole Dispositive Power 188,247 (which shares are held in various
accounts as to which Mr. Bagley has sole
investment and voting power)
10 Shared Dispositive Power 1,876,256 (which shares are held in the name
of BLA Investment Irrevocable Trust as to
which Mr. Bagley shares investment and
voting power with Lisa Higley)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,064,503
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 28.1%
14 Type of Reporting Person (See Instructions) IN
PAGE 3 OF 8 PAGES
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CUSIP NO. 603665209
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of above persons (entities only).
Lisa Higley
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________________
(b) ________________
3 SEC Use Only
4 Source of Funds (See Instructions): OO
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 3,000
8 Shared Voting Power 1,876,256 (which shares are held in the name
of BLA Investment Irrevocable Trust as to
which Ms. Higley shares investment and
voting power with E. Bryan Bagley)
9 Sole Dispositive Power 3,000
10 Shared Dispositive Power 1,876,256 (which shares are held in the
name of BLA Investment Irrevocable
Trust as to which Ms. Higley shares
investment and voting power with E. Bryan
Bagley)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,879,256
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11) 25.6%
14 Type of Reporting Person (See Instructions) IN
PAGE 4 OF 8 PAGES
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CUSIP NO. 603665209
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Equity Securities: Common Stock, $0.001 par
value (the "Common Stock")
(b) Name of Issuer: Mining Services International Corporation (the
"Issuer")
(c) Address of Issuer's Principal Executive Offices: 8805 South
Sandy Parkway, Sandy, UT 84070
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Statement on Schedule 13D (the "Statement") is being filed
by and on behalf of the persons listed below (each a "Reporting
Person" and, collectively, the "Reporting Persons") together
with other information as follows: (i) the name of such
Reporting Person, (ii) the business or residence address of such
Reporting Person and (iii) present principal business,
occupation or employment and the name, principal business and
address of corporation or organization in which such employment
is conducted by Reporting Person.
(i) BLA Investment Irrevocable Trust (the "Trust")
(ii) 1470 East Arlington Drive, Salt Lake City, UT 84103
(iii) Trust for the benefit of certain family members.
(i) E. Bryan Bagley
(ii) 1470 East Arlington Drive, Salt Lake City, UT 84103
(iii) Stock Broker; Wilson-Davis & Company; Stock Brokerage
Firm; 39 West Market Street, Suite 300, Salt Lake City, UT
84101
(i) Lisa Higley
(ii) 3763 South Quince Street, Denver, CO 80237
(iii) Not employed outside of the home
(d)-(e) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor were any of the
Reporting Persons a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of
which was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) The Trust was organized under the laws of the United States.
Each of the other Reporting Persons is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 12, 1999, the Trust received 813,045 shares as a gift
and purchased 1,063,212 shares for a total purchase price of
$1,700,000.00. The shares were acquired from Edward Dallin Bagley and
Carolyn C. Bagley, the father and mother of E. Bryan Bagley and Lisa
Higley, in a private transaction. The purchase price is to be paid
pursuant to a ten-year unsecured promissory note held by Edward Dallin
Bagley and Carolyn C. Bagley.
PAGE 5 OF 8 PAGES
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CUSIP NO. 603665209
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons currently intend to generally influence
substantially the policies, management and actions of the Issuer and
specifically plan to vote such shares of Common Stock for the election
of E. Bryan Bagley, Lisa Higley and possibly other new nominees to the
Board of Directors of the Issuer at the next annual meeting of the
Issuer's shareholders. Except as described above, the Reporting Persons
presently have no plans or proposals which relate to or would result in
any action enumerated in subparagraphs (a) through (j) of the
instructions for Item 4 of Schedule 13D. The Reporting Persons believe
they may in the future acquire additional shares or dispose of its
shares of Common Stock to the extent such transactions represent an
appropriate investment opportunity.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The responses of the Reporting Persons to Items 7-11 of the cover
sheets to this Statement (the "Cover Sheets"), which relate to
the beneficial ownership of the Common Stock, are incorporated
herein by reference.
(b) Each of the Reporting Persons has the sole power to vote or
direct the vote, shared power to vote or direct the vote, sole
power to dispose of or direct the disposition of and shared power
to dispose of or direct the disposition of the shares of the
Common Stock listed on such person's respective Cover Sheet as
being beneficially owned by such person.
(c) The Reporting Persons completed no transaction in the Common
Stock during the last 60 days except as follows: E. Bryan Bagley
purchased on the open market 10,000 shares of Common Stock on
April 15, 1999 for a purchase price of $4.50 per share.
(d) No person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
above-discussed shares of the Common Stock other than the Trust
(through its trustees), and the beneficiaries of the Trust, E.
Bryan Bagley, Lisa Higley, and Amanda Bagley.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
E. Bryan Bagley and Lisa Higley serve as co-trustees of the Trust
with shared power to vote the Common Stock and direct the disposition of
the Common Stock held by the Trust.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is the written agreement relating to
the filing of a joint statement as required by Regulation 240.13d-l(k)
under the Securities Exchange Act of 1934.
PAGE 6 OF 8 PAGES
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CUSIP NO. 603665209
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BLA Investment Irrevocable Trust
April 22, 1999 E. BRYAN BAGLEY
- --------------------------- ----------------------------------
Date by E. Bryan Bagley, Trustee for BLA
Investment Irrevocable Trust
April 22, 1999 E. BRYAN BAGLEY
- --------------------------- ----------------------------------
Date E. Bryan Bagley
April 22, 1999 E. BRYAN BAGLEY
- --------------------------- ----------------------------------
Date Lisa Higley, by E. Bryan Bagley, Attorney-
in-Fact pursuant to a
Power of Attorney
dated April 22, 1999,
a conformed copy of
which is attached
hereto and
incorporated herein
PAGE 7 OF 8 PAGES
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CUSIP NO. 603665209
EXHIBIT A
AGREEMENT
Each of the undersigned agrees that this Schedule 13D relating to equity
securities of Mining Services International Corporation shall be filed on behalf
of each of the undersigned.
BLA Investment Irrevocable Trust
April 22, 1999 E. BRYAN BAGLEY
- --------------------------- ----------------------------------
Date by E. Bryan Bagley, Trustee for BLA
Investment Irrevocable Trust
April 22, 1999 E. BRYAN BAGLEY
- --------------------------- ----------------------------------
Date E. Bryan Bagley
April 22, 1999 E. BRYAN BAGLEY
- --------------------------- ----------------------------------
Date Lisa Higley, by E. Bryan Bagley, Attorney-
in-Fact pursuant to a
Power of Attorney
dated April 22, 1999,
a conformed copy of
which is attached
hereto and
incorporated herein
PAGE 8 OF 8 PAGES
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POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all men by these presents, that the undersigned hereby constitutes
and appoints E. Bryan Bagley her true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Forms 3, 4 and 5
(including any amendments thereto) which may be required to be
filed in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder and (ii) Schedules 13G and
13D (including any amendments thereto) which may be required to
be filed in accordance with Section 13(d) and 13(g) of the
Securities Exchange Act of 1934 and the rules thereunder as a
result of the undersigned's ownership of or transactions in
securities of Mining Services International Corporation;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form 3, 4 or 5 or Schedule 13G or 13D and
the timely filing of such form with the United States Securities
and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16 or Section 13 of the Securities
Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original. This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 and 5 or
Schedules 13D or 13G with respect to the undersigned's holdings of and
transactions in securities issued by Mining Services International Corporation,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 22nd day of April, 1999.
LISA HIGLEY
-----------
Lisa Higley
