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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 31, 1996
BRUSH CREEK MINING AND DEVELOPMENT CO.
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(Exact name of registrant as specified in its charter)
Nevada 0-12761 88-0180496
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
970 E. Main Street, Suite 200, Grass Valley, CA 95945
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(Address of principal executive offices) (Zip Code)
(916) 477-5961
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
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On or about December 17, 1996, Brush Creek Mining and Development
Co., Inc. (the "Company") received notice from the plaintiffs in the
action entitled Royal Bank of Scotland, A.G., et al. v. Brush Creek
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Mining and Development Co., Inc. (the "Plaintiffs") that the Company was
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in default of its obligation to pay them $600,000 on December 13, 1996
(the "Obligation") under the terms of the Settlement Agreement dated as
of December 13, 1995 between the Plaintiffs and the Company (the
"Agreement"). Pursuant to the Agreement, the Company has twenty days
from the date of receipt of the Plaintiffs' notice to cure the default
(the "Cure Period") which, based on the receipt of the notice on December
17, 1996, expires January 6, 1997. Pursuant to negotiations between the
Company and the Plaintiffs, the Plaintiffs have agreed to forbear
exercising their legal remedies for the default until January 20, 1997,
so long as no further defaults occur (or are discovered) on the part of
the Company under the Agreement and so long as there is no material
adverse change (as determined by the Plaintiffs in their good faith
discretion) in the Company's financial condition or business operations
to enable the parties to continue negotiating payment terms of the
Obligation. No assurances can be given that the Company and the
Plaintiffs will reach a settlement.
Because the Company is currently unable to pay the Obligation, the
Company will be forced to seek protection under U.S. bankruptcy laws if
it is ultimately unable to find a joint venture partner to satisfy the
Obligation on behalf of the Company, raise the funds to pay the
Obligation itself or come to some other arrangement with the Plaintiffs.
Because the Obligation is secured by, among other things, a deed of trust
and security interest in favor of the Plaintiffs on all the real and
personal property owned by the Company, the Plaintiffs will be entitled
to commence foreclosure proceedings and force the sale of such property
to satisfy the Obligation if a settlement cannot be reached. At such
time, the Plaintiffs will also be entitled to file a stipulated judgment
against the Company. Further, the Company's default under the Agreement
will also be deemed a default under the Settlement Agreement dated as of
December 14, 1996 between the Company, Zuri Invest, A.G., Andre Michaels
and Peter Woodfield (the "Zuri Agreement"). The Company's obligations
under the Zuri Agreement are secured by a deed of trust on all its real
property.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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(c) Exhibits.
10.1 Settlement Agreement dated as of December 15, 1995 between
the Company, Werner Aeberhard, Chris Lambrianos, Mikis
Theodosiou, Andreas Samuel, as Executor of the Estate of
Dinos N. Samuel, Tania Bruntsfield, Jacques Philippou and the
Royal Bank of Scotland, A.G.*
10.2 Settlement Agreement dated as of December 14, 1995 between
the Company, Zuri Invest, A.G., Andre Michaels and Peter
Woodfield.*
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* Previously filed in connection with the Registration Statement on Form
S-3, File No. 333-286.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 31, 1996
BRUSH CREEK MINING AND DEVELOPMENT CO.
By /s/ James S. Chapin
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James S. Chapin
Chief Executive Officer and
Chairman of the Board
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