UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Quarterly Report under Section 13 or 15(d)of the Securities
Exchange Act of 1934 For Quarterly period ended June 30, 1997
Transaction report under section 13 or 15(d) of the exchange act
For the transition period from to
Commission file number 0-1519
LEADVILLE CORPORATION
(Exact Name or Registrant as Specified in its Charter)
COLORADO 84-0388216
(State of Incorporation) (I.R.S. Employer Identification No.)
2851 S. PARKER ROAD, SUITE 610, AURORA, COLORADO 80014
(Address of Principal Executive Office) (Zip Code)
(303) 671-9792
(Issuer's telephone number)
N/A
(Former name, address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the preceding 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant 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 ISSUERS
9,920,791
State the number of Shares of the issuer's classes
of common equity, as of the latest practicable date:
Transitional Small Business Disclosure Format (Check one):
Yes No X
LEADVILLE CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTARY INFORMATION
PART I - FINANCIAL INFORMATION Page
FINANCIAL STATEMENTS
Balance sheets 3 - 4
Statements of operations 5
Statements of stockholders' equity 6
Statements of cash flows 7
Notes to financial statements 8 - 12
PLAN OF OPERATION 13 - 14
PART II - OTHER INFORMATION
Legal proceedings 15 - 16
Exhibits and reports on Form 8-K 17
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PART I
ITEM 1. FINANCIAL STATEMENTS
LEADVILLE CORPORATION
Balance Sheets
June 30, 1997
(Unaudited)
June 30, December 31,
1997 1996
ASSETS
CURRENT ASSETS
Cash $ 23,391 $ 146,340
Prepaid expenses and other 10,698 7,834
Total current assets 34,089 154,174
PROPERTY AND EQUIPMENT, at cost
(Notes 2 and 3)
Mining properties, including assets
acquired under capital leases 7,356,979 7,356,979
Buildings and equipment:
Mine, including assets acquired
under capital leases 1,219,564 1,219,564
Mill 829,032 829,032
Other 108,143 108,143
Land 22,429 22,429
9,536,147 9,536,147
Less accumulated depreciation and
depletion including amortization
applicable to assets acquired under
capital leases (2,836,780) (2,802,796)
6,699,367 6,733,351
OTHER ASSETS:
Investments - certificates of deposit 133,000 133,000
Inventories 340,639 363,289
473,639 496,289
$ 7,207,095 $ 7,383,814
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June 30, December 31,
1997 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Related parties: (Note 4)
Convertible debentures (Note 3) $ 440,000 $ 440,000
Notes payable, stockholders (Note 3) 329,000 368,000
Accrued interest payable 3,346,819 3,160,482
Due to officers and directors 8,912 10,276
Notes payable-other 55,000 55,000
Accounts payable 76,956 106,017
Accrued expenses 50,063 89,179
Capital lease obligations (Note 3) 823,148 796,040
Total current liabilities 5,129,898 5,024,994
SETTLEMENT OF LITIGATION (Note 3) 80,000 80,000
LONG-TERM DEBT:
Related parties - -
Other - -
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY
Capital stock, par value $1 per share;
authorized 15,000,000 shares; issued and
outstanding June 30, 1997 and
December 31, 1996, 9,920,791 and
9,810,992 shares 9,920,791 9,810,992
Additional paid-in capital 8,450,682 8,450,682
18,371,473 18,261,674
Accumulated deficit (16,374,276) (15,982,854)
Total stockholders' equity 1,997,197 2,278,820
$ 7,207,095 $ 7,383,814
See Notes to Financial Statements.
-4-
Part I
LEADVILLE CORPORATION
STATEMENTS OF OPERATIONS
Six months ended June 30, 1997 and 1996
(Unaudited)
Three Months Six Months
ended June 30, ended June 30,
1997 1996 1997 1996
Operating revenue $ - $ - $ - $ -
Operating costs and expenses:
General and
administrative 74,523 24,254 141,637 85,415
Depreciation 16,992 250 33,984 16,492
Total operating expenses 91,515 24,504 175,621 101,907
Operating loss (91,515) (24,504) (175,621) (101,907)
Financial income ad expense:
Debt settlement - - (7,470) -
Interest income 1,890 1,455 3,646 2,825
Other income - 1,200 - 1,200
Interest expense (107,298) (118,132) (211,977) (224,810)
Total financial income
(expense) (105,408) (115,477) (215,801) (220,785)
Net loss $(196,923) $(139,981) $(391,422) $(322,692)
Net loss per capital
share $ (.02) $ (.02) $ (.04) $ (.04)
Weighted average number of
capital shares outstanding
(total shares) 9,871,933 9,054,047 9,851,072 8,970,317
See Notes to Financial Statements.
-5-
LEADVILLE CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months ended June 30, 1997
(Unaudited)
June 30, 1997 December 31, 1996
Shares Amount Shares Amount
Capital Stock 9,920,791 $ 9,920,791 9,810,992 $ 9,810,992
Additional
Paid-In Capital 8,450,682 8,450,682
Accumulated deficit,
December 31, 1996 (15,982,854) (15,982,854)
2,388,619 $ 2,278,820
Net Loss,
June 30, 1997 (391,422)
$ 1,997,197
See Notes to Financial Statements.
- 6 -
LEADVILLE CORPORATION
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (391,422) $ (322,692)
Adjustments to reconcile net loss
to net cash provided by (used) in
operating activities:
Depreciation 33,984 16,492
Change in assets and liabilities:
(Increase) decrease in:
Prepaid expenses (2,864) 5,050
Inventories 22,650 11,325
Increase (decrease) in:
Accounts payable (29,061) 1,095
Accrued expenses (39,116) 23,280
Officer payables (1,364) 16,995
Accrued interest 207,136 188,315
Capital lease obligations 27,108 27,108
Net cash provided by (used
in) operating activities (172,949) (33,032)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing,
related parties 50,000 35,000
Proceeds from sale of stock - 8,000
Net cash provided by financing
activities 50,000 43,000
Increase (decrease) in cash and
cash equivalents (122,949) 9,968
Cash and cash equivalents:
Beginning 146,340 2,780
Ending $ 23,391 $ 12,748
SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Capital stock issued for
forgiveness of notes payable
and interest $ 109,799 $ 293,428
See Notes to Financial Statements.
-7-
LEADVILLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
Nature of Business and Significant Accounting Policies:
Nature of Business - Leadville Corporation (the Company) is
engaged in the development and mining of hard rock
mineral properties in Lake and Park Counties, Colorado.
Inventories - Inventories are stated at the lower of cost
(average method) or market value. Inventories consist of
operating and maintenance supplies. In 1995, the Company
began amortizing the carrying value of inventory to recognize
a declining useful life and obsolescence.
Property and Equipment - Mining properties consist primarily
of patented and unpatented mining claims. Through ownership
and claim control, the Company's land holdings include nearly
4,500 acres of land. Mining properties include the cost of
acquisition and accumulated exploration and development
expenditures incurred in the pre-production stage.
In the event such mining properties are developed into
producing properties, depletion of these related costs will be
computed on the unit-of-production method, based on estimated
tons of recoverable ore reserves. If the properties are
determined to be incapable of producing commercial quantities
of ore, the costs will be charged to operations in the
period in which the determination is made.
The Company provides for depreciation of buildings and
equipment on the straight-line method, to apportion costs
over the estimated useful lives of the assets which range
principally from five to twenty years. During 1995, the
Company began to recognize depreciation on fixed assets
which are not in service in order to recognize the declining
useful life of such assets.
Income Taxes - The Company accounts for income taxes under
the liability method, whereby deferred tax assets and
liabilities are recorded for the expected future tax
consequences of events that have been included in the
financial statements or tax returns. Under this method,
deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.
Net Income (Loss) Per Capital Share - The net income (loss)
per capital share is based on the weighted average number
of shares outstanding during the period. Convertible debt has
not been included in the computation of fully diluted
earnings per share because its effect would be anti-dilutive.
Capitalization of Interest - The Company capitalizes interest
expense as part of the historical cost of acquiring certain
assets which require an extended period of time to prepare them
for their intended use . Subsequent to 1988, interest
has been expensed due to the suspension of development
activities on the Company's properties.
Use of Estimates - The preparation of the Company's
consolidated financial statements in conformity with generally
accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying
notes. The Company makes significant assumptions concerning the
realizability of its investment in property and equipment, and
the ultimate liabilities associated with asserted claims .
Management believes that the interim financial statements
include all adjustments necessary in order to make the financial
statements not misleading.
- 8 -
Continuing operations:
The accompanying financial statements have been prepared
on a going concern basis which contemplates the realization
of assets and liquidation of liabilities in the ordinary course
of business. At June 30, 1997, the Company has a significant
investment in non-producing mining properties, recovery of
which is dependent upon the production of ore reserves in
commercial quantities or sale of these properties at an amount
equal to or in excess of cost. In addition, the Company has
suffered recurring losses from operations and at June 30, 1997
has a working capital deficiency of approximately $5,096,000
which includes approximately $4,050,000 due to related parties.
The Company also has significant inventories which the Company
intends to utilize in the start up and operation of its mining
properties. As the ultimate realization of the mining properties
and related inventories depends on circumstances which cannot
currently be evaluated, it is not possible to determine whether
any loss will ultimately be realized from their disposition.
All real properties are collateral for convertible debentures.
The Company has no property or liability insurance
coverage at June 30, 1997 or as of the date of this report. The
litigation concerning the environmental matters and certain
mining equipment (Note 3) has made it difficult for the Company
to obtain significant working capital through additional equity
or debt financing. The Company has reached agreement with the
EPA to reduce the $3,000,000 environmental liability to $500,000
and to waive past due amounts due under the Consent Decree. The
Company is continuing its efforts to further improve terms of the
Consent Decree and to ultimately have its properties severed from
Superfund Site designation. Negotiations are continuing and no
payments have been made to the United States pending results of
ongoing discussions.
The Company believes a substantial portion of the convertible
debentures, notes payable and associated accrued interest
may at some future time be converted into capital shares.
Management is continuing to investigate alternatives to raise
additional working capital which will be required to meet current
and future obligations and is vigorously attempting to settle
outstanding litigation matters without additional material impact
to the Company's financial position.
If the Company cannot successfully resolve its current
litigation, re-structure its debt and continue to secure
necessary working capital, there is substantial doubt about the
ability of the Company to continue as a going concern. The
financial statements do not include any adjustments which might
result from the outcome of these uncertainties. The
Company's management is encouraged, however, by recent
negotiations with the EPA which could significantly modify
the Consent Decree and release part or all of Leadville's
properties from Superfund designation. A report requested
by EPA to begin this process has been submitted to the EPA for
review.
2. Mining Properties:
As of June 30, 1997, the Company owns two mining properties,
the Sherman-Hilltop Consolidation, consisting of
approximately 3,000 acres and the Diamond-Resurrection
Consolidation consisting of 1,180 acres. The Company also
owns the 340 acre Stringtown Mill Site which was a functioning
milling facility in 1989 and is still permitted for this use.
Activity at the Diamond-Resurrection property, primarily a
gold property along with other metals including silver,
copper, lead and zinc in recoverable quantities, has been
suspended since 1989, due to insufficient cash resources to
finance further exploration and development work. The Company
maintains a $5,000 reclamation bond for the site.
Since May of 1987 and continuing into 1997, Leadville's
activities at the Sherman Mine, primarily a silver property with
other metals including gold, copper, lead and zinc, have been
limited to care, maintenance and permit related work,
due to continuing low silver prices. During 1985, the Sherman
Mine was placed in temporary cessation due to suspension of
mining activities. During 1995, the temporary cessation period
expired and Leadville will be required to conduct a program of
study, exploration and sampling to maintain existing regulatory
permits. In the event the required work is not performed, the
Company may be required to reclaim the Sherman Mine site. The
Company maintains a reclamation bond, in the amount of $128,000,
which relates to the Sherman and Stringtown Mill sites. Although
the Sherman Mine is not included as part of the California Gulch
Superfund Site, the EPA is using rock materials located
on the property for use on Superfund designated properties.
Pending final earthwork by the EPA at the Sherman Mine,
Leadville has taken no action at the Sherman Mine. Discussions
are underway with the state of Colorado and EPA in
an effort to reduce the bonding requirements based on the EPA's
restoration efforts at the site.
- 9 -
3. Notes Payable and Convertible Debentures:
The notes payable are summarized as follows:
June 30, December 31,
1997 1996
Notes payable, at 10%, to
stockholders and/or officers/
directors, due dates range to
June 1998
$ 329,000 $ 368,000
Notes payable-other, at 10% due
dates ranging to
December 1997.
$ 55,000 $ 55,000
The above notes payable are convertible to the Company's capital
stock at the option of note holders at conversion prices
of $.80 to $1.00 per share during the term of the notes.
The convertible debentures are summarized as follows:
June 30, December 31,
1997 1996
10% convertible debentures,
interest and principal due December 1997,
convertible to the Company's Capital
Stock at the option of the debenture
holders at a conversion price of $1
per share, collateralized by mining
properties.
$ 440,000 $ 440,000
Of the $440,000, $340,000 is due to stockholders. During 1996
and early 1997, the Company secured extended due
dates for the debentures to December 31, 1997.
3. Commitments and Contingencies:
Lease Commitment Litigation - In December 1988, the Company sold
and leased back certain equipment from an unrelated entity.
Proceeds of $415,000 were recorded as a capital lease obligation.
In addition, the Company leases several other pieces of mining
equipment which are classified as capital leases. The Company
was delinquent on certain of its lease obligation payments, and
the lessor has asserted that the Company was in default. In
January 1991, the lessor won a summary judgment in the amount of
approximately $642,000, which represents all unpaid past and
future capital lease obligations (including interest).
- 10 -
During 1994, in an appeal, the judgment amount of $642,000 was
upheld, and additional attorneys fees and interest of
approximately $46,000 were awarded the lessor. During the first
six months of 1997, the Company accrued an additional $27,000 of
interest expense on this obligation. During 1992, the lessor
also won a summary judgment for possession of leased equipment
with a net book value of $525,000 and for interest and
penalty charges on the unpaid summary judgments. The lessor has
also asserted that it has a lien on all the real property of the
Company and that this lien should be foreclosed. Leadville
contests lessor's foreclosure assertions. The lessor has
repossessed approximately $402,000 of the leased equipment.
Approximately $123,000 of equipment the lessor has not
repossessed remains recorded as an asset of the Company.
Environmental Litigation - The Company has been named as one of
several defendants in certain legal actions involving
environmental matters. The plaintiffs in these actions, the
State of Colorado and the Federal Government, have alleged
that the defendants are liable under the Comprehensive
Environmental Response, Compensation and Liability Act of
1980 (CERCLA) in connection with mining and property ownership
positions in the California Gulch Superfund Site
near Leadville, Colorado.
The Company has answered the complaints and has vigorously
defended the consolidated action. Further, the Company
and litigation counsel believe they have substantial and
meritorious defenses to the claims being made. However, in an
effort to expedite a conclusion and to minimize legal costs, the
Company agreed to a settlement of the cases.
During August 1993, a consent decree was entered by the Federal
District Court in Colorado whereby the United States
agreed to settle the Company's alleged liability, with the
exception of natural resources damages, if any, in consideration
for $3,000,000. Under the original terms of the consent decree,
a total of $250,000 was to be paid by the Company over
15 years, with a contingent liability of $2,750,000 to be paid
based on profitable operations or sale of properties.
Minimum cash payments are to be $10,000 for years 1-5, $15,000
for years 6-10, and $25,000 for years 11-15.
During October 1995, the Company reached agreement, in principle,
with the United States to reduce the consent decree
obligation amount of $3,000,000 to $500,000, with minimum annual
cash payments to begin in April 1996. In effect,
the contingent liability of $2,750,000 was reduced to $250,000.
In consideration, the Company agreed to provide to the
United States certain dirt and rock material for use by the
Environmental Protection agency (EPA) in remedial action
work at the Superfund site. During late 1995, the EPA began to
use the dirt material. The Company's management
is continuing efforts to further improve terms of the Consent
Decree and to ultimately have its properties severed from
Superfund Site designation. The Company has accrued a $110,000
environmental settlement liability, which is the
present value of the $250,000 future minimum payments.
Recent discussions with EPA relative to de-listing some or all of
Leadville's properties from Superfund designation have
been very favorable, as the EPA has designated no work associated
with the Diamond-Resurrection property and work planned for the
Stringtown Mill site is minimal.
Contract Mining Litigation - During March 1990, a subcontractor
of the Company filed an action in Lake County District Court for
non-payment of approximately $35,000 for mining services, plus
associated costs. Leadville has filed a counter-claim against
the plaintiff for approximately $185,000 relating to the same
contract. No action has occurred in the case since 1993 and the
Court ordered a status report on the issues by August 1996.
Since August of 1996, no further action has occurred in this
case.
Certificates of Deposit - The Company is required by the Mined
Lands Reclamation Board to maintain certificates of
deposit for future reclamation costs. No future reclamation
costs have been accrued as of June 30, 1997. Discussions
with the EPA and the state of Colorado may allow the reduction of
the bond amount, based upon EPA's use of clay and dolomite
limestone at the Stringtown Mill site and Sherman-Hilltop mine,
respectively.
- 11 -
4. Related Party Transactions:
Certain officers, directors and stockholders have provided
significant loans and advanced expenses to the Company in
recent years. The aggregate indebtedness, including accrued
interest and other payables, amounted to approximately
$4,050,000 at June 30, 1997. Substantially all of that
indebtedness is convertible in the Company's Capital Stock at
a price of $1.00 per share.
The Company leases office space and facilities from it new
President for a quarterly operating stipend of $6,125. Terms
of this agreement may be renegotiated after one year.
In addition, the Company leases office space on a month-to-month
basis from an officer for $125 per month. This
officer is a principal in an accounting firm which performs
bookkeeping, accounting and other administrative services
for the Company. As of June 30, 1997, the Company owed the firm
approximately $8,982 for accrued fees and
expenses.
5. Income Taxes:
At December 31, 1996, the Company has available tax net operating
loss carryforwards of approximately $7,700,000,
which can be utilized to offset future taxable income.
Utilization of these loss carryforwards may be limited due to
changes in ownership of the Company, and expire from 1997 through
2011.
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ITEM 2. PLAN OF OPERATION
The following discussion should be read in conjunction with the
Company's consolidated financial statements and related
notes included elsewhere herein. The Company's results may be
affected by various trends and factors which are beyond the
Company's control. These include factors discussed elsewhere
herein.
With the exception of historical information, the matters
discussed below under the headings "Plan of Operations" may
include forward-looking statements that involve risks and
uncertainties. The Company cautions the reader that a
number of important factors discussed herein, and in other
reports filed with the Securities and Exchange Commission,
could affect the Company's actual results and cause actual
results to differ materially from those discussed in forward-
looking statements.
During June, 1997, the Company selected a new President to guide
the Company through its efforts to resolve its outstanding
liabilities and re-start its mining efforts. John H. Gasper,
MSEM, P.E. replaced Dr. Robert G. Risk, President and Chairman
for forty-eight years, effective July 1, 1997. Mr. Gasper is a
registered professional engineer with a masters degree in mining
engineering. He has extensive experience in the restoration of
lands impacted by mining, including Superfund related projects.
His efforts have produced award winning designs and have included
many areas of mining and civil construction. Mr. Gasper has
served as a lecturer at West Virginia University teaching
mine design, surveying and mineralogy. He has served as the
chief mining engineer for ATEC Associates for over twelve
years and has been President of EnviRestore Engineering, LLP for
the past year. His efforts to date have led to favorable
commitments from the EPA and shareholders.
The Company earned no operating revenues during 1995 and 1996 and
incurred net losses in those years of $617,069 and $633,057
respectively. Management does not anticipate that any operating
revenues will be generated during the year 1997. The Company's
most viable prospect for generating income from operations is by
achieving production at the Diamond-Resurrection property. The
property should be primarily a gold producer, with significant
quantities of silver, copper lead and zinc all present in the
ores. In order to achieve production from the Diamond property,
the Company must secure significant financing for further mine
development and to reestablish milling capabilities.
Leadville is severely undercapitalized. As of June 30, 1997,
the Company has a working capital deficit of $5,096,000
and minimal operating cash. With the exception of the $500,000
in proceeds received in 1996 from issuance of stock,
substantially all of Leadville's cash needs have been met loans
from the Company's Chairman and by proceeds from
short term notes. Management is hopeful that cash needs for 1997
will be met from existing cash resources and short-term
borrowings until significant financing can be secured.
In 1996 and in the first quarter of 1997, the Company used cash
to meet general, administrative and property obligations. In
addition, certain long standing past due obligations were settled
on terms favorable to Leadville. No capital expenditures were
made during the first six months of 1997.
The Company's certificates of deposit, in the amount of $133,000,
are held as mining reclamation bonds and classified
as long term assets.
In order for Leadville to continue as a going concern and
re-start its mining operations, a significant amount of capital
from sources outside the Company will be required. Management is
seeking to resume discussions with several mining
companies that previously expressed interest in the Diamond and
Sherman Mine properties. It is management's assessment that
financing will be difficult to obtain until the California Gulch
Superfund site cleanup issues are more clearly defined. The EPA
Court action involving the Leadville Mining District, for all
practical purposes, eliminated Leadville's ability to obtain
significant outside financing over the past several years.
Management cannot predict if or when the litigation will be
resolved to a point where outside parties will show a serious
interest and ability to provide financing to Leadville. However,
recent discussions with the EPA have been very encouraging and
de-listing of some or all of Leadville's properties impacted by
the Superfund may take place in the near future.
-13-
During 1997, management will continue its efforts to obtain
financing for the Company's properties through joint-
venture, cash investment or a secondary offering of Leadville's
stock. No assurance can be given that Leadville will be
successful in securing financing. In order to improve the
financing prospects for Leadville, management is continuing
its efforts to lessen the financial and operating burdens of the
Consent Decree with the United States and negotiations
with the EPA are continuing.
The Company continues to incur significant interest charges
associated with the outstanding notes and debentures
payable. Management believes that a substantial amount of the
note, debenture and associated accrued interest
obligations will ultimately be converted to Capital Stock by the
holders. The holders of these instruments have the right
to convert principal and accrued interest to Capital Stock at
prices of $.80 to $1.00 per share. Substantially all holders
of the notes and debentures payable are stockholders of the
Company.
Leadville intends to use the proceeds from significant financing
to settle existing obligations, to finance an exploration
and development program and to begin production from the Diamond
properties. The objective of the exploration
program is to identify reserves in addition to the 700,000 tons
already identified at the Diamond-Resurrection. In
anticipation of settling the environmental litigation, Leadville
completed three studies of the Diamond property during
1992, 1993 and early 1997. The studies included verification of
known mineralization, evaluation of mine development,
and surface geo-physics intended to indicate potential
exploration targets. Conclusions of these studies are very
encouraging and provide additional evidence that the
Diamond-Resurrection property may hold significant deposits of
gold, silver and base metals.
Full production at the Diamond-Resurrection Mine will require a
significant capital expenditure to acquire surface plant
and underground equipment. Realizing operating revenues from the
Diamond-Resurrection Mine production will require that the
Company re-establish milling capabilities at the Stringtown Mill
site, construct a new milling facility or make other milling
arrangements. No significant capital expenditures are
anticipated to be made until such time as the Company secures
significant financing or participation on the Diamond properties.
Management does not anticipate that there will be any
significant change in the number of Company employees, until such
time as significant financing can be obtained. The Company's
Board of Directors is in the process of expanding its number of
members beyond three. In addition to retaining Mr. Gasper as
President and a Director, the Company is seeking new members for
senior management positions.
In recent months, management has been involved in discussion with
several mining companies who have expressed preliminary interest
in the Diamond-Resurrection and Sherman-Hilltop properties. To
date, no agreements have been reached.
-14-
PART II
Item 1. LEGAL PROCEEDINGS
UNITED STATES (ENVIRONMENTAL PROTECTION AGENCY)
In 1983, Leadville was named as one of several defendants in an
action (United States of America vs. Apache Energy
and Mineral Company, et al) brought by the United States in
Federal District Court in Colorado under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA") in connection with the approximately 11.5 square mile
California Gulch Superfund site in Lake County, Colorado. In
1986, Leadville was also named as a third party defendant in a
suit (State of Colorado vs. Asarco, Inc., et al) involving the
same site. The cases were subsequently consolidated.
From 1983 through 1988, Leadville negotiated with the United
States to have its involvement in the consolidated case
dismissed or settled on a de minimis basis. That effort was
ultimately unsuccessful. During the years 1989 and
continuing into 1993, Leadville attempted to negotiate a
settlement of its alleged liability to the United States.
Management believed that financing might be obtained by Leadville
if the claims asserted by the United States were
settled and the financial exposure limited.
During August, 1993, a consent decree was entered by the Federal
District Court in Colorado whereby the United States
agreed to settle Leadville's alleged liability, with the
exception of natural resources damages, if any, in consideration
for $3,000,000. Under the original terms of the consent decree,
a total of $250,000 was to be paid by Leadville over 15
years, with a contingent liability of $2,750,000 to be paid based
on profitable operations or sale of properties. Minimum
cash payments are to be $10,000 for years 1-5, $15,000 for years
6-10 and $25,000 for years 11-15.
During October 1995, Leadville reached agreement, in principle,
with the United States to reduce the consent decree
obligation amount of $3,000,000 to $500,000, with minimum annual
cash payments to begin in April 1996. In effect,
the contingent liability of $2,750,000 was reduced to $250,000.
In consideration, Leadville agreed to provide to the
United States certain dirt and rock material for use by the
Environmental Protection Agency (EPA) in remedial action
work at the Superfund site. During late 1995, the EPA began to
use the dirt material. Leadville management is
continuing efforts to improve terms of the consent decree and
ultimately, to sever the Company's properties from
Superfund Site designation. Leadville has made no payments to
the United States, pending resolution of current
negotiations with the EPA. In early August 1997, Leadville
submitted a report requested by EPA. This report, which
focused on controlling water quality in the Yak drainage tunnel,
was required by the EPA to begin the de-listing process.
The report is currently under review.
MINING EQUIPMENT, INC.
During December 1988, Leadville raised financing for operations
through the sale and lease back of certain mining and
milling equipment. In late 1989, due to Leadville's inability to
raise financing, scheduled payments under the agreement
could not be made and the lessor of the equipment sued in the
District Court of Lake County, Colorado to obtain
financial relief and possession of the equipment. (Mining
Equipment, Inc. vs. Leadville Corporation).
In October 1994, Leadville and Mining Equipment, Inc. reached an
agreement to settle the case for $678,000. The
plaintiff has obtained possession of substantially all mining and
milling equipment subject to the lease agreements, with
the exception of the Diamond Mine hoist and certain other
equipment. The plaintiff's right to possession of the hoist
is subordinate to Leadville's debenture holders' first mortgage
position.
As of June 30, 1997, Leadville is obligated to Mining Equipment,
Inc. in the amount of $823,100 including accrued
interest. The plaintiff asserts that it has the right to
foreclose on Leadville's properties to satisfy the obligation.
Leadville contests such assertions and, to date, the plaintiff
has not initiated any foreclosure action.
- 15 -
COWIN & COMPANY, INC.
In 1990, Cowin & Company, Inc. Mining Engineers and Contractors
filed suit against Leadville in Lake County, Colorado District
Court asserting that Leadville was obligated to Cowin & Company,
Inc. for approximately $45,000 for contract mining fees and
costs. Cowin & Company, Inc. is requesting damages, equipment
possession and general relief relating to a contract mining
agreement entered into March 3, 1987.
Leadville counter-claimed for damages resulting from improper
construction of the Diamond Mine shaft and damages
resulting from Cowin & Company activities at the site. Since no
action had been taken in the case since October 1993,
the Court ordered a Status Report be filed on the matter by
August 30, 1996. The status report was filed with the
Court, however, no action has occurred since then.
- 16 -
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith or incorporated by reference to
previous filings with the Securities and Exchange
Commission.
Exhibit
Number Description
(2) Plan of Acquisition, reorganization, arrangement,
liquidation or succession
(3) Articles of Incorporation and By-laws
(4) Instruments defining the rights of security holders,
including indentures
(9) Voting Trust Agreement
(10) Material Contracts
(11) Statement Regarding Computation of Earning Per Share is
not required since the information is
ascertainable from Leadville's financial statements
filed herewith.
(13) Annual Report to security holders, Form 10-Q or
quarterly report to security holders
(16) Letter re: change in accounting principles
(19) Documents not previously filed
(21) Subsidiaries of the Registrant
(22) Published report regarding matters submitted to vote of
security holders
(23) Consents of experts and counsel
(24) Power of Attorney
(27) Financial Data Schedule
(28) Information from reports furnished to state insurance
authorities
(29) Additional Exhibits
___________________
(3) The Articles of Incorporation of Leadville were filed with
its Form 10-K on May 6, 1965; the By-laws of Leadville
were filed with its Report on Form 10-K for the year ended
December 31, 1980.
(4) Filed with Form 10-K for year ended December 31, 1987.
(28) Consent Decree, State of Colorado vs. Asarco, Inc., et al,
Defendants and Third Party Plaintiffs vs. Leadville Corporation,
et al, Third Party Defendants: United States of America vs.
Apache Energy and Minerals Company, et al.
(b) Reports on Form 8-K filed during the Registrant's first
quarter of 1997. NONE
- 17 -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
LEADVILLE CORPORATION
(Registrant)
DANIEL F. NIBLER
Daniel F. Nibler, Vice President,
Secretary-Treasurer, (Principal
Financial and Accounting Officer)
Dated: AUGUST 15, 1997
- 18 -<PAGE>
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