SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
DAYTON MINING CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
239902109
(CUSIP Number)
Thomas B. Winmill
11 Hanover Square
New York, New York 10005
(212) 785-0900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d- 1(f) or Rule 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a Reporting Persons'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 on 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).
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SCHEDULE 13D
CUSIP No. 239902109 Page 2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Midas Fund, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
2,079,500 - See Item 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,079,500 - See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,500 - See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON* IV - Investment Company
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SCHEDULE 13D
CUSIP No. 239902109 Page 3
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Midas Management Corporation
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC - Midas Fund, Inc. See Item 3.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
2,079,500 - See Item 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,079,500 - See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,500 - See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON* IA - Investment Adviser
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SCHEDULE 13D
CUSIP No. 239902109 Page 4
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bull & Bear Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC - Midas Fund, Inc. See Item 3.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
2,079,500 - See Item 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,079,500 - See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,500 - See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON* HC - Parent Holding Company
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SCHEDULE 13D
CUSIP No. 239902109 Page 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bassett S. Winmill
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC - Midas Fund, Inc. See Item 3.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
2,079,500 - See Item 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
2,079,500 - See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,079,500 - See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN - Individual
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Item 1. Security and Issuer.
This statement relates to Common Stock, no par value (the
"Common Stock"), of Dayton Mining Corp., a Canadian corporation (the "Company"),
the principal offices of which are located at 595 Burrard Street, Suite 2453,
Vancouver, British Columbia, Canada V7X 1K8.
Item 2. Identity and Background.
This statement is being jointly filed by Midas Fund, Inc.,
Midas Management Corporation, Bull & Bear Group, Inc. and Bassett S. Winmill
(the "Reporting Persons"), pursuant to a Joint Reporting Agreement,
all of whose principal business addresses are located at:
11 Hanover Square
New York, New York 10005
Midas Fund, Inc. is an investment company incorporated under
the laws of the state of Maryland. Midas Management Corporation is an investment
adviser incorporated under the laws of the state of Delaware.
Bull & Bear Group, Inc. is incorporated under the laws of the state of Delaware,
is a publicly-owned company whose securities are listed on the Nasdaq Stock
Market and traded in the over-the-counter market. Bassett S. Winmill, a United
States Citizen, is chairman of the Board of Bull & Bear Group, Inc. and owns
100% of its voting stock.
During the last five years, none of the Reporting Persons has
been: (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the securities acquired by the
Reporting Persons was approximately $12,456,000, all of which was obtained from
working capital of Midas Fund, Inc.
Item 4. Purpose of Transaction.
Midas Fund, Inc. initially acquired the Common Stock for
investment. The Reporting Persons are now filing this Schedule 13D because Midas
Fund, Inc. no longer holds the Common Stock without the purpose of changing or
influencing the control of the Company and beneficially owns more than 5% of the
Common Stock of the Company. Except as set forth herein, the Reporting Persons
do not have any plans or proposals which would result in any of the actions set
forth in subparagraphs (a) through (j) of item 4 of Schedule 13D;
Midas Fund, Inc. acquired the Common Stock beneficially owned
by it in the ordinary course of its trade or business of purchasing, selling,
trading and investing in securities. Depending upon market conditions
and other factors that it may deem material, Midas Fund, Inc. may purchase
additional shares of Common Stock or related securities or may dispose of all
or a portion of the Common Stock or related securities that it now
beneficially owns or may hereafter acquire. Midas Fund, Inc. is concerned that
the Company's management is
not exploring all alternatives to maximize shareholder value.
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On May 29, 1998, Midas Fund, Inc. issued a press release
announcing that it intended to vote in favor of an alternate slate of seven
directors to be nominated by Manchester Securities Corp. at the annual general
meeting of the Company scheduled for Wednesday, June 17, 1998 and quoted James
Turk, a director of Lion Resource Management Limited, the subadviser to Midas
Fund, Inc., as saying "We are seeking to maximize the value of Midas Fund's
investment in Dayton, and we believe the proposed slate of directors has the
experience and expertise to do so for Midas and all the other shareholders."
The Reporting Persons believe that representatives of Lion
Resource Management Limited have had informal discussions with other
shareholders of the Company, although the Reporting Persons specifically
disclaim that any formal or informal agreement exists with any entity.
Item 5. Interest in Securities of the Issuer.
Bassett S. Winmill may be deemed a controlling person of Bull
& Bear Group, Inc., which is the parent company of Midas Management Corporation,
which is an investment adviser registered under the Investment Advisers Act of
1940. Midas Management Corporation is investment adviser to Midas Fund, Inc.
which is an investment company registered under the Investment Company Act of
1940. Bassett S. Winmill is filing this statement jointly with the other parties
to this statement solely as a result of his ability to exert control over Bull &
Bear Group, Inc., which may be deemed to give Bassett S. Winmill control over
Midas Management Corporation, which may be deemed to exert control over Midas
Fund, Inc.
Bassett S. Winmill and Bull & Bear Group, Inc. are not owners
of record of any of the shares of the Company's Common Stock. However, Bull &
Bear Group, Inc., as the parent company of Midas Management Corporation, which
is investment adviser to Midas Fund, Inc. may be deemed to have the power to
exercise or direct the exercise of voting and/or dispositive power with respect
to shares of the Company's Common Stock held by Midas Fund, Inc.
All shares reported herein have been acquired by Midas Fund,
Inc. Bassett S. Winmill and Bull & Bear Group, Inc. specifically disclaim
beneficial ownership over any shares of the Company's Common Stock that they or
Midas Management Corporation may be deemed to beneficially own.
As a result of its role as investment adviser to Midas Fund,
Inc., Midas Management Corporation may be deemed to be the beneficial owner of
the shares of Common Stock held by Midas Fund, Inc.
The filing of this statement shall not be construed as an
admission that Midas Management Corporation, Bull & Bear Group, Inc. or Bassett
S. Winmill are, for purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any shares covered by this
statement.
As of May 20, 1998, Midas Fund, Inc. beneficially owned
2,079,500 Shares of Common Stock, which is believed to amount to 5.1% of the
shares of Common Stock of the Company.
Midas Fund, Inc. has the power to vote the shares beneficially owned by it.
All securities were initially acquired for investment. See Item 4.
No transactions in Common Stock were effected by Midas Fund, Inc. within the
last sixty (60) days.
No person other than the Reporting Persons have the right to receive or
the power to direct the
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receipt of dividends from, or the proceeds from the sale of, the share of Common
Stock beneficially owned by the Reporting Persons.
Item 6. Contracts Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Other than the Joint Reporting Agreement, the Reporting
Persons have no contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
1. Joint Reporting Agreement.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
May __, 1998 MIDAS FUND, INC.
By:___________________________________________
Name: Deborah A. Sullivan
Title : Vice President
MIDAS MANAGEMENT CORPORATION
By:___________________________________________
Name: Deborah A. Sullivan
Title : Vice President
BULL & BEAR GROUP, INC.
By:___________________________________________
Name: Deborah A. Sullivan
Title : Vice President
-------------------------------------------
Name: Bassett S. Winmill
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EXHIBIT 1
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
MAY 29, 1998
WHEREAS, the statement of Schedule 13D (the "Joint Statement") to which
this joint reporting agreement and power of attorney (the "Agreement") is an
exhibit is being filed on behalf of two or more persons (collectively, the
"Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on
behalf of all of the Reporting Persons rather than individual statements on
Schedule 13D on behalf of each of the Reporting Persons;
NOW THEREFORE, the undersigned hereby agree as follows with each of the
other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely filing
of the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the completeness
and accuracy of the information concerning such Reporting Person contained in
the Joint Statement.
3. None of the Reporting Persons is responsible for the completeness or
accuracy of the information concerning other Reporting Persons contained in the
Joint Statement, unless such Reporting Person knows or has reason to believe
that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the Reporting Persons.
5. The undersigned hereby appoints DEBORAH A. SULLIVAN and THOMAS B.
WINMILL, and each of them, as attorney-in-fact for the undersigned with
authority to execute and deliver on behalf of the undersigned any and all
documents (including any amendments thereto) required to be filed by the
undersigned or otherwise executed and delivered by the undersigned pursuant to
the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as
amended, all other Federal, state and local securities and corporation laws, and
all regulations promulgated thereunder.
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6. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
MIDAS FUND, INC.
By:___________________________________________
Name: Deborah A. Sullivan
Title: Vice President
MIDAS MANAGEMENT CORPORATION
By:___________________________________________
Name: Deborah A. Sullivan
Title: Vice President
BULL & BEAR GROUP, INC.
By:___________________________________________
Name: Deborah A. Sullivan
Title: Vice President
----------------------------------------
Name: Bassett S. Winmill
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