SCHEDULE 13D
ITEM 1. Security and Issuer.
The title and the class of the equity securities to
which this statement relates are the outstanding common
stock of Golden Cycle Gold Corporation, a Colorado
corporation (the "issuer"). The name and address of the
principal executive offices of the Issuer of such securities
is Golden Cycle Gold Corporation, 2340 Robinson Street,
Suite 201, Colorado Springs, CO 80904
ITEM 2. Identity and Background.
The reporting person is Orrell and Company, Inc., a
California corporation. Orrell and Company, Inc. is a
member of the National Association of Securities Dealers
and is registered with the Securities and Exchange
Commission as a Broker Dealer. The address of Orrell and
Company, Inc. is 6601 Koll Center Parkway, Pleasanton,
California 94566. During the last five years, Orrell and
Company, Inc. has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during
the last five years, Orrell and Company, Inc. has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction wherein as a result of such
proceeding Orrell and Company, Inc. 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.
Gregory M. Orrell is the President and sole owner of
Orrell and Company, Inc., Mr. Orrell's business address is
6601 Koll Center Parkway, Pleasanton, California 94566.
During the last five years, Mr. Orrell has not been
convicted in a criminal proceeding, excluding minor
misdemeanors. Further, during the last five years, Mr.
Orrell has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
wherein as a result of such proceeding Mr. Orrell 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. Mr. Orrell is a
citizen of the United States.
Midas Fund, Inc, a gold oriented mutual fund. The
address of the Midas Fund is 11 Hanover Square, New York, NY
10005 During the last five years, Midas Fund. has not been
convicted in a criminal proceeding, excluding minor
misdemeanors. Further, during the last five years, Midas
Fund. has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
wherein as a result of such proceeding Midas Fund. 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.
Bull & Bear Gold Investors, a gold oriented mutual
fund. The address of Bull& bear Gold Investors is 11 Hanover
Square, New York, NY 10005 During the last five years, Bull
& Bear Gold Investors. has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during
the last five years, Bull & Bear Gold Investors. has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a
result of such proceeding Bull & Bear Gold Investors. 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.
Taki N. Anagnoston and Kathleen Anagnsoton,, physician
and housewife, respectively. Address: 700 R. West 6th
Street, Gilroy, CA 95020. During the last five years, Dr.
Anagnoston or Mrs. Anagnoston has not been convicted in a
criminal proceeding, excluding minor misdemeanors. Further,
during the last five years, Dr. or Mrs. Anagnoston has been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a
result of such proceeding Dr. or Mrs. Anagnoston 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. Dr. and Mrs. Anagnoston
are citizens of the United States.
Christopher Kagan, M.D., physician. Address: 9 East
Parnassus Court, Berkeley, CA 94708 During the last five
years, Dr. Kagan has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during
the last five years, Dr. Kagan has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction wherein as a result of such
proceeding Dr. Kagan 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. Dr. Kagan is a citizen of the United States.
Havilah Mining Company, a mineral exploration and
development company. Address: 6601 Koll Center Parkway,
Suite 132 , Pleasanton, California 94566. During the last
five years, Havilah Mining Cmpany. has not been convicted in
a criminal proceeding, excluding minor misdemeanors.
Further, during the last five years, Havilah Mining Company
has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein as a
result of such proceeding Havilah Mining Company 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.
Monterey OCM Gold Fund, a gold oriented mutual fund.
Address: 6601 Koll Center Parkway, Suite 132, Pleasanton,
California 94566. During the last five years, Monterey OCM
Gold Fund. has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Monterey OCM Gold Fund has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction wherein as a result of such
proceeding Monterey OCM Gold Fund 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.
Robert J. Wojcik, lawyer. Address: 685 Hobson Valley
Road, Woodbridge, IL 60517 During the last five years, Mr.
Wojcik has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Mr. Wojcik has not been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Mr.
Wojcik 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.
Mr. Wojcik is a citizen of the United States.
James S. Kraemer Trust, Allan L. Kraemer Trustee,
private investor. Address: P.O. Box 2880 Alameda, CA
94501. During the last five years, Allan L.Kraemer. has not
been convicted in a criminal proceeding, excluding minor
misdemeanors. Further, during the last five years, Allan L.
Kraemer has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
wherein as a result of such proceeding Allan L. Kraemer 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. Allan L. Kraemer is a
citizen of the United States
Marr Family Trust, Leonard B. Marr, Trustee, private
investor. Address: 7809 Lynch Road, Sebastopol, CA 95472.
. During the last five years, Leonard B. Marr. has not been
convicted in a criminal proceeding, excluding minor
misdemeanors. Further, during the last five years, Leonard
B. Marr has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
wherein as a result of such proceeding Leonard B. Marr 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. Leonard B. Marr is a
citizen of The United States
Werner Disse, Sr., private investor. Address: 800
Kroll Way, #70 , Bakersfield, CA 93311 During the last five
years, Mr. Disse has not been convicted in a criminal
proceeding, excluding minor misdemeanors. Further, during
the last five years, Mr. Disse has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction wherein as a result of such
proceeding Mr. Disse 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. Mr. Disse is a citizen of the United States.
Ermitage Global Mining Investment Fund, a gold oriented
mutual fund. Address: 7-8 Knedrick Mews, South Kensington,
London, United Kingdom SW7 3HG. During the last five years,
Ermitage Global Mining Investment Fund. has not been
convicted in a criminal proceeding, excluding minor
misdemeanors. Further, during the last five years, Ermitage
Global Mining Investment Fund. has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction wherein as a result of such
proceeding Ermitage Global Mining Investment Fund. 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.
Harry & Ruby Chin; Chin Rev Trust, Harry and Ruby Chin
Trustees, private investor. Address: 3221 Noriega Street,
San Francisco, CA 94122. During the last five years, Mr. or
Mrs. Chin has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Mr. or Mrs. Chin has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Mr. or
Mrs. Chin 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.
Mr. and Mrs. Chin are citizens of the United States.
Dr. Duane A. Erickson & Janice E. Erickson, private
investors. Address: 8927 Hanna Avenue, Canoga Park, CA
91304. During the last five years, Dr. Erickson or Mrs.
Erickson has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Dr. Erickson or Mrs. Erickson has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction wherein as a result of such
proceeding Dr. Erickson or Mrs. Ericson 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. Dr. Erickson and Mrs. Erickson
are a citizen of the United States.
C. Robert Allen, private investor. Business address:
711 5th Ave, New York, NY 10222. During the last five years,
Mr. Allen has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Mr. Allen has not been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Mr.
Allen 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.
Mr. Allen is a citizen of the United States.
Bruce K. Allen, private investor. Business address:
711 5th Ave, New York, NY 10222. During the last five years,
Mr. Allen has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Mr. Allen has not been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Mr.
Allen 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.
Mr. Allen is a citizen of the United States.
Terry Allen Kramer, private investor. Business address:
711 5th Ave, New York, NY 10222. During the last five years,
Mrs. Kramer has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Mrs. Kramer has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Mrs.
Kramer 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.
Mrs. Kramer is a citizen of the United States.
Susan K. Allen, private investor. Business address:
711 5th Ave, New York, NY 10222. During the last five years,
Ms. Allen has not been convicted in a criminal proceeding,
excluding minor misdemeanors. Further, during the last five
years, Ms. Allen has not been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction wherein as a result of such proceeding Ms.
Allen 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. Ms. Allen
is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other
Consideration
Certain shareholders of the Issuer owning approximately
fifty-four and three-tenths percent (54.3%) of all of the
fully diluted common shares of the Issuer were approached by
Orrell and Company, Inc. to sell all of the common shares of
the Issuer owned by them to Euro-Nevada Mining Corporation
("Euro-Nevada"). Euro-Nevada accepted this offer in
accordance with the terms and provisions of an Agreeement
Accepting Offer to Sell Shares of Golden Cycle Gold
Corporation dated March 10, 1999 (the "Aceptance
Agreemnt"), by and among Euro-Nevada and the following
shareholders of the Issuer (the "Sellers"): C. Robert
Allen, Terry Allen Kramer, Bruce J. Allen and Susan K.
Allen; Bull & Bear Gold Investors, Ltd.; Midas Fund, Inc.;
Christopher Kagan, M.D.; Taki N. Anagnoston, M.D. and
Kathleen Anagnoston; Havilah Mining Company; Monterey OCM
Gold Fund; Ermitage Global Mining Investment Trust; Dr.
Duane A. Erickson and Janice E. Erickson; Werner Disse, Sr.
and Robert J. Wojcik. The total consideration to be paid by
Euro-Nevada under the Acceptance Agreement for the shares of
the Issuer owned by the seller is $13.50 per share payable
in cash. The sale and purchase of the shares under the
Acceptance Agreement was executed on March 12, 1999, to be
closed following completion of due diligence and any
applicable regulatory approvals.
ITEM 4. Purpose of Transaction
The purpose of the transaction is to offer common
shares of the Issuer for cash consideration in the amount of
$13.50 per share..
Euro-Nevada presently intends to acquire the remaining
shares of common stock of the issuer through a cash merger
of the Issuer with and into a subsidiary of Euro-Nevada.
Because the issuer will be a wholly owned subsidiary of
Euro-Nevada following any such merger, the proposed cash
merger transaction will result in the Issuer's common shares
being delisted from the Pacific Stock Exchange and the
Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.
Except as described herein, neither Orrell and Company,
Inc. nor any other person or entity identified in Item 2 has
any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer:
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries:
(c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries:
(d) any change in the present board of directors or
management of the Issuer prior to the merger,
including any plans or proposals to change the
number or term of directors or to fill any
existing vacancies on the board:
(e) any material change in the present capitalization
or given policy of the Issuer:
(f) any other material change in the Issuer's business
or corporate structure:
(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition or control of the
Issuer by any person:
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in the inter-
dealer quotation system of registered national
securities association:
(i) a class of equity securities of the Issuer
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act: or
(j) any action similar to any of those enumerated
above.
ITEM 5. Interest in Securities of the Issuer
(a) The Sellers currently own an aggregate of
1,116,995 shares of the Issuer's common stock that
is subject to the Acceptance Agreement. The
Issuer's most recent 10-Q states that there were
1,870,050 shares of the Issuer's common stock
outstanding as of September 30, 1998. According
to the Issuer, there are currently approximately
2,058,450 shares of the common stock of the Issuer
outstanding on a fully diluted basis, including
approximately 180,000 common shares of the Issuer
subject to unexercised but exercisable option
agreements and it is assumed and believed that
this is the correct amount of shares of the Issuer
outstanding as of the date hereof. Therefore,
the Sellers as a group have offered to sell 54.3%
of the outstanding common shares of the Issuer on
a fully diluted basis.
(b) The following is the number of shares each
individual shareholder has sole voting and
disposal rights subject to the terms set forth in
the Acceptance Agreement with Euro-Nevada:
Midas Fund, Inc. 328,900
16.0%%
Bull & Bear Gold Investors, Inc. 70,500
3.4%
Taki N. Anagnoston, M.D. 95,843
4.7%
Christopher Kagan 50,000
2.4%
Havilah Mining Company 16,900
.8%
Monterey OCM Gold Fund 13,000
.6%
Robert J. Wojcik 17,500
.8%
Kraemer Trust 27,800
1.3%
Marr Family Trust 29,500
1.4%
Werner Disse 30,000
1.5%
Ermitage Global Mining Trust 37,000
1.8%
Chin Rev Trust 17,179
.9%
Dr. Duane Erickson/Janice Erickson 21,300
1.0%
C. Robert Allen 93,024
4.5%
Terry Allen Kramer 93,025
4.5%
Susan K. Allen 81,955
4.0%
Bruce J. Allen 93,029
4.5%
(c) Other than the transactions described in the
Schedule 13D, neither the Sellers, nor any other
person or entity identified in Item 2 effected any
transactions in the common shares of the Issuer
during the past 60 days or the most recent filing
of Schedule 13D, which ever is less.
(d) No other person is known to have the right to
receive nor the power to direct the receipt of
dividends from or the proceeds from the sale of
the Issuer's common stock.
(e) Not applicable
ITEM 6. Contracts, Arrangements, Understandings or
relationships with respect to Securities of the
Issuer.
Except as described herein, there are no contracts,
arrangements, understandings, or relationships, legal or
oherwise, among the persons and entities named in Item 2 and
between such persons and entities and any person with
respect to any securities of the Issuer. There is an
understanding between Orrell and Company, Inc. and the
Issuer that a 1% fee will be paid on the total value of a
successful merger/acquisition of the issuer by another
entity. Except as disclosed herein, none of the securities
are pledged or otherwise subject to a contingency, the
occurrence of which would give another person voting power
or investment power over such securities.
ITEM 7. Materials to filed as Exhibits.
There are no written agreements relating to the filing
of joint acquisition statements as required by Rule 13D-1(f)
(Section 240.13D-19(f), and no written agreements,
contracts, arrangements, understandings, plans or proposals
relating to (1) the borrowing of funds to finance the
acquisition as disclosed in Item 3. (2) the acquisition of
the Issuer control, liquidation, sale of assets, merger or
change in business or corporate structure or any other
matter except as described in Item 4; and (3) the transfer
or voting of the securities, finder's fees, joint ventures,
options, puts, calls, guaranties of loans, guaranties of
loss or of profit or the giving or withholding of any proxy
except as disclosed in Item 6.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true and complete and correct.
Orrell and Company, Inc.
Date:__________________________
By:_________________________________
Gregory M. Orrell, President
