SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 1-4026
PRINCETON MINING COMPANY
______________________________________________________
(Exact name of registrant as specified on its charter)
IDAHO 82-6008727
_________________________________ ______________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
413 CEDAR STREET
WALLACE, IDAHO 83873
___________________________ ________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (208) 752-1131
________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of Each Class on which registered
_______________________________ _____________________
COMMON ASSESSABLE STOCK,
PAR VALUE $.10 PER SHARE NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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
___________ _________
As of January 17, 1997, the aggregate market value of the voting stock held
by non-affiliates of the registrant was $88,449.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of January 17, 1997, there were 3,000,000 shares outstanding of the
registrant's $.10 par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference in the indicated parts
of this Form 10-K: None
1
<PAGE>
PRINCETON MINING COMPANY FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1996
TABLE OF CONTENTS
Part I Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . 3
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . 4
Item 4. Submission of Matters to a Vote of Security Holders . . 4
Part II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters . . . . . . . . . . . . . . 4
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 5
Item 8. Financial Statements and Supplementary Data . . . . . . 5
Item 9. Disagreements on Accounting and Financial Disclosure . . 5
Index to Financial Statements . . . . . . . . . . . . . . . . . . 6
Part III
Item 10. Directors and Executive Officers of the Registrant . . . 11
Item 11. Executive Compensation . . . . . . . . . . . . . . . . 11-12
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . 12
Item 13. Certain Relationships and Related Transaction . . . . . 12
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . . . . . . . . 12
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . 13
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . 14
Schedule of Property, Plant and Equipment. . . . . . . . . . . . . 14
S-1 Schedule of Reserves for Depreciation, Depletion and
Amortization of Property, Plant and Equipment. . . . . . . . . 14
2
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
PART I
Item 1. Business.
Princeton Mining Company (the "Company") was incorporated under the laws of
Idaho in September 1950. The Company is the owner of an interest in thirty-
eight unpatented mining claims situated east of the village of Mullan in the
Coeur d'Alene Mining District, Shoshone County, Idaho. By agreement dated
June 1, 1962 between the Company, James C. Young and Kay Critchlow, the
Company agreed to convey an undivided sixty percent interest in its
unpatented mining claims (the "Property") to Young and Critchlow in return
for the expenditure by them of $65,000 on exploration and development of the
Property or the discovery by them of commercial ore on the Property. This
agreement, including the right to acquire an undivided sixty percent
interest, was subsequently assigned by Young and Critchlow to Magna Mining
Company ("Magna"). Under the terms of the agreement, Magna Mining Company, as
the assignee of Young and Critchlow, has the obligation to perform annual
assessment work on the claims comprising the Property at Magna's expense.
Additionally, Magna has the right to possession of the Property for purposes
of performing exploration or development work and extracting any ore found as
a result thereof. During 1991, Magna terminated the agreement.
To the knowledge of the Company, no commercial ore deposit has been
found as the result of any exploration work done to date on the Company's
Property. Consequently, there has been no production of ore from the Property
and the Company makes no claim to the existence of ore reserves in the
Property.
The Company has no patents, licenses, franchises or concessions which are
considered by the Company to be of importance. The business is not of a
seasonal nature. Since the potential products are traded on the open market,
the Company has no control over the competitive conditions in the industry.
There is no backlog of orders.
There are numerous Federal and State laws and regulations related to
environmental protection which have direct application to mining and milling
activities. The more significant of these laws deal with mined land
reclamation and waste water discharge from mines and milling operations. The
Company does not believe that these laws and regulations as presently enacted
will have a direct material adverse effect on its operation.
The Company has no employees.
Item 2. Properties
The information regarding the Properties of the Company is set forth under
"Item 1. Business" of this report, and is incorporated by reference in answer
to this Item.
3
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
Item 3. Legal Proceedings
On November 29, 1984, the Company declared an agreement executed in 1962
between James C. Young and Kay Critchlow and the Company and assigned by
Young and Critchlow to Magna Mining Company, had been forfeited and
terminated. On February 6, 1985, Magna Mining Company commenced an action
against the Company seeking a judgement declaring the agreement in full force
and effect. Reference is made to Note 2 of the Notes to Financial Statements,
page 10 of this report, for additional information concerning this
proceeding.
During 1989, the court ruled that Magna was not entitled to a deed to the
property and that Princeton was not entitled to a forfeit of the lease. The
relationship of the parties continued under the lease.
During 1991, Magna gave the Company notice of termination of the agreement.
Item 4. Submissions of Matters to a Vote of Security Holders
No matters were submitted to the vote of security holders during the year of
1996.
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
(a) The market price ranges of the Company's common stock during each
quarter of the years 1996 and 1995 were as follows:
<TABLE>
1996 1995
High Low High Low
_____ _____ ______ _____
<C> <S> <S> <S> <S>
1st Quarter .03 .03 Registrant was
2nd Quarter .03 .03 unable to obtain
3rd Quarter .03 .03 1995 quotes.
4th Quarter .03 .02
</TABLE>
(b) Approximate Number of Equity Security Holders.
<TABLE>
Number of Record Holders
Title of Class (1) December 31, 1996
___________________________ ________________________
<C> <S>
Common assessable capital Approximately 1,350 (1)
stock, par value 10 cents
per share
(1) Included in the number of shareholders of record are shares held in
"nominee" or "street" name.
</TABLE>
(c) No dividends were paid by the Company in 1996 or 1995.
4
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
Item 6. Selected Financial Data
Selected Income Statements Data:
Year ended December 31,
__________________________________________________________
1992 1993 1994 1995 1996
__________ __________ __________ __________ __________
[C] [S] [S] [S] [S] [S]
Net revenues -0- -0- -0- -0- -0-
Net income (loss) (27,030) (29,269) (27,622) (34,578)
Per share (.90 cents) (.98 cents) (.92 cents) (1.15 cents)
Cash Dividends
per share -0- -0- -0- -0- -0-
Selected Balance Sheets Data:
Year ended December 31,
__________________________________________________________
1992 1993 1994 1995 1996
__________ __________ __________ __________ __________
[C] [S] [S] [S] [S] [S]
Current assets $ 41 $ 98 $ 74 $ 57 $ 108
Current liabilities 175,394 204,720 232,318 261,757 296,386
__________ __________ __________ __________ __________
Working capital (175,353) (204,622) (232,244) (261,700) (296,278)
Total Assets 300,729 300,786 300,762 300,745 300,796
Long-term debt -0- -0- -0- -0- -0-
Stockholders'
equity 125,335 96,066 68,444 38,988 4,410
Item 7. Management's Discussion and Analysis of Financial Condition and Result
of Operations.
The only activity at the Company's mining properties during 1996, 1995 and
1994 was performance of the assessment work on the Company's unpatented
mining claims. Expenses and income have remained relatively stable during all
three years in all categories.
The liquidity of the firm has decreased for the past three years, with
expenses exceeding income.
No major capital improvements are planned for the property in the foreseeable
future.
The Company has no long-term debt.
Item 8. Financial Statements and Supplementary Data.
The Company's financial statements appear following Part II of the report.
See index to financial statements at page 6 of this report.
Item 9. Disagreements on Accounting and Financial Disclosure.
Not applicable.
5
<PAGE>
PRINCETON MINING COMPANY
INDEX TO FINANCIAL STATEMENTS
Files as part of the Annual Report Form 10-K December 31, 1996
Page
FINANCIAL STATEMENTS:
Balance Sheet, December 31, 1996 and 1995 . . . . . . . . . . . . . 9
Income statement for the years ended
December 31, 1996, 1995, and 1994 . . . . . . . . . . . . . . . 10
Statement of accumulated deficit for the years
ended December 31, 1996, 1995, and 1994 . . . . . . . . . . . . . 10
State of cash flows for the year ended December 31, 1996,
1995, and 1994 . . . . . . . . . . . . . . . . . . . . . . 11
Notes to financial statements, December 31, 1996 and 1995 . . . . . 12
The Company's financial statements are unaudited in reliance upon
Section 210.3-11 of Regulations S-X adopted by the Securities and
Exchange Commission.
6
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
BALANCE SHEET
December 31, 1996 and 1995
<TABLE>
ASSETS
1996 1995
____________ ____________
<C> <S> <S>
CURRENT ASSETS
Cash in bank $ 108 $ 57
____________ ____________
MINING PROPERTY (Notes 1 & 3)
Par value of capital stock issued 300,000 300,000
Cash cost 688 688
____________ ____________
Total $ 300,796 $ 300,745
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 296,386 $ 261,757
____________ ____________
SHAREHOLDERS' EQUITY
Capital stock, assessable, par value
ten cents per share, authorized
3,000,000 shares, all of which are
issued and outstanding 300,000 300,000
Paid-in surplus 48,066 48,066
Deficit accumulated during the
exploration and development
stage (Note 1) (343,656) (309,078)
____________ ____________
Total $ 300,796 $ 300,745
============ ============
</TABLE>
7
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
INCOME STATEMENT
For the years ended December 31, 1996, 1995, and 1994
<TABLE>
1996 1995 1994
___________ ___________ ___________
<C> <S> <S> <S>
INCOME
Interest and miscellaneous
income $ -0- $ -0- $ -0-
EXPENSE
Office and stock transfer services 4,460 3,900 4,080
Office supplies and expenses 1,909 2,244 2,164
Listing and filing fees 3,450 3,050 3,350
Miscellaneous 10 10 10
Interest expense 22,737 19,619 17,286
Legal 1,562
Geological and surface exploration 450 633 732
___________ ___________ ___________
Total 34,578 29,456 27,622
NET (LOSS) $ (34,578) $ (29,456) $ (27,622)
=========== =========== ===========
</TABLE>
STATEMENT OF ACCUMULATED DEFICIT
For the years ended December 31, 1996, 1995, and 1994
<TABLE>
1996 1995 1994
___________ ___________ ___________
<C> <S> <S> <S>
Deficit from inception to end of
previous year $ 309,078 $ 279,622 $ 27,622
Net charges for the year 34,578 29,456 252,000
___________ ___________ ___________
Balance, December 31 $ 343,656 $ 309,078 $ 279,622
=========== =========== ===========
</TABLE>
8
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the year ended December 31, 1996, 1995, and 1994
<TABLE>
1996 1995 1994
___________ ___________ ___________
<C> <S> <S> <S>
CASH FROM (USED FOR) OPERATING
ACTIVITIES
Net loss $ (34,578) $ (29,456) $ (27,622)
Change in working capital items,
excluding cash
Accounts payable 34,629 29,439 27,598
___________ ___________ ___________
FROM OPERATIONS 51 (17) (24)
=========== =========== ===========
INCREASE (DECREASE) IN CASH 51 (17) (24)
CASH BALANCE, beginning 57 74 98
___________ ___________ ___________
CASH BALANCE, ending $ 108 $ 57 $ 74
=========== =========== ===========
</TABLE>
9
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
NOTE 1: Summary of Significant Accounting Policies:
Prior to the year 1976, all expenses incurred were capitalized to the
development account, a policy generally followed by mining companies in the
development stage.
Effective with the year 1976, pursuant to a pronouncement of the Financial
Accounting Standards Board, registrant restated the records to reflect the
development expenses incurred in prior periods as charges to "Deficit
accumulated during the exploration and development stage."
NOTE 2: The mining property of the Company has been developed under the
terms of an agreement executed in 1962 with James C. Young and Kay Critchlow.
All or portions of the interests of Young and Critchlow under that agreement had
been assigned to the Magna Mining Company.
On November 29, 1984, Princeton declared that the agreement had been
forfeited and terminated. Magna Mining Company resisted forfeiture and
termination of the agreement, and on February 6, 1985, Magna commenced an
action in the First Judicial District of the State of Idaho, in and for the
County of Shoshone, against Princeton seeking a judgement declaring that the
1962 agreement is in full force and effect. The major issue in the litigation
was the interpretation of the 1962 agreement and the extent of Magna's
performance of obligations under the agreement. In the event that Magna was
successful in the litigation, mining development would continue under the
terms of the agreement by Magna and Princeton would retain a 40% interest in
the property. In the event that
Princeton was successful in the litigation, Princeton would own all rights in
the property free and clear of any rights claimed by Critchlow, Young, or
Magna.
During 1989, the Court ruled that Magna was not entitled to a deed to the
property and that Princeton was not entitled to a forfeit of the lease. The
relationship of the parties continued under the lease.
During 1991, Magna gave notice to the Company of their termination of the
agreement and intention not to do the assessment work for 1991. Therefore,
the Company has performed all the required assessments and filings for the
current year.
10
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
Part III
Item 10. Directors and Executive Officers of the Registrant.
(a), (b), and (e)
<TABLE>
Name of Executive Principal Occupation,
Officers and Directors Five-Year Business
and Positions Held Age History and Directorships
_________________________________ _____ _____________________________
<C> <S> <S>
H. James Magnuson 43 Attorney at Law for more
Vice President and Director than the past five years.
R. M. MacPhee 66 Certified Public
Secretary-Treasurer Accountant
and Director for the past for more than five years
five years Director of Independence
Lead Mines Company and
Western Silver-Lead
Corporation.
Donald H. Grismer 65 Employed in mining for
Director for more than the more than the past
past five years five years
Dale B. Lavigne 66 President, Osburn Drug
Director for the past Company, Director
three years Western Silver-Lead
Company
Dennis O'Brien 35 Certified Public
Director Accountant
</TABLE>
The bylaws of the Company provided that the Directors serve until the next
annual meeting of shareholders or until their respective successors have been
duly elected and qualified. The bylaws also provide that the officers serve
at the discretion of the Board of Directors.
(c) Not applicable
(d) Not applicable
(f), (g) Not applicable
Item 11. Executive Compensation
(a) The following table sets forth all cash compensation paid by the Company
during the fiscal year ended December 31, 1995 for services in all capacities
to all directors and executive officers of the Company.
<TABLE>
Cash Compensation Table
Name and Capacity in Cash
Which Remuneration Received Compensation
___________________________________ ________________________
<C> <S>
All executive officers and
directors as a group (four
persons in a group) NONE
</TABLE>
11
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
(b) No retirement, benefit, bonus or other remuneration plans are in effect
with respect to the Company's officers or directors.
(c) The Company has no standard or other arrangements for compensating
directors.
(d), (e) Not applicable
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) To the knowledge of the Company, no person beneficially owned more than
five percent (5%) of any class of the Registrant's voting securities as of
January 17, 1997.
(b) The following tabulation shows the beneficial ownerships of the
Company's officers and directors in the securities of the Company as of
January 17, 1996:
<TABLE>
Shares of Approximate
Common Stock Percentage of
Name Beneficially Owned Class
____________________ _____________________ ______________________
<C> <S> <S>
R. M. MacPhee 500
Donald H. Grismer 50,000 1.67%
H. James Magnuson 1,000
All directors and executive officers of the Company as a group (four persons
in group) own 51,692 shares of approximately 1.72 percent of the Company's
outstanding voting securities.
Item 13. Certain Relationships and Related Transaction
(a), (b), (c) Not applicable
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements -- See index to Financial Statements at page 6
of this report
2. Financial Statement Schedules Page
I - Statement of Property, Plant and Equipment 14
II - Reserves for Depreciation, Depletion and
Amortization of Property, Plant and Equipment 14
Other schedules are omitted because of the absence of conditions under which
they are required, or because the required information is given in the
financial statements or notes thereto.
(b) The Company filed report Form 8-K during the last quarter of 1989.
(c) Exhibits
No additional exhibits are filed as a part of this report. The Exhibit Index appears at page 14 of this report.
12
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
SIGNATURES
Pursuant to the requirement of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
PRINCETON MINING COMPANY
Registrant
/s/ R. M. MacPhee /s/ H. James Magnuson
____________________________________ __________________________________
R. M. MacPhee H. James Magnuson
Secretary-Treasurer, and Director President, Chief Administrative
(Principal Financial Officer) Officer, and Director
3/13/97 3/13/97
Date________________________________ Date_______________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and as of the date indicated.
/s/ H. James Magnuson 3/13/97
____________________________________ Date_______________________________
H. James Magnuson, Vice-President,
Chief Administrative Officer, and
Director
/s/ R. M. MacPhee 3/13/97
____________________________________ Date_______________________________
R. M. MacPhee, Secretary-Treasurer,
and Director
____________________________________ Date_______________________________
Donald H. Grismer, Director
/s/ Dennis O'Brien 3/14/97
____________________________________ Date_______________________________
Dennis O'Brien, Director
/s/ Dale B. Lavigne 3/17/97
____________________________________ Date_______________________________
Dale B. Lavigne, Director
13
<PAGE>
PRINCETON MINING COMPANY Form 10-K Annual Report
For the year ended December 31, 1996
EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of Princeton Mining Company, as amended,
incorporated herein by reference to the Registrant's Form 10-K for the year
ended December 31, 1983.
3.2 Bylaws of Princeton Mining Company, as amended, incorporated herein by
reference to Registrant's Form 10-K for the year ended December 31, 1983.
10.1 Copy of Agreement dated June 1, 1962 between Princeton Mining Company,
James C. Young and Kay Critchlow, incorporated herein by reference to
Registrant's Form 10-K for the year ended December 31, 1983.
Schedule V
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
PROPERTY, PLANT AND EQUIPMENT
For the years ended December 31, 1996, 1995, and 1994
The Company holds no property other than unpatented mining claims acquired
by issuance of capital stock in the amount of 3,000,000 shares.
Schedule VI
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
RESERVES FOR DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
For the three years ended December 31, 1996, 1995, and 1994
No provision has been made for the above charges since the Company is in the
development stage and all expenditures have been capitalized into the
development account. When and if production stage is reached, the cost of the
claims and development will be charged off over the estimated life of the
mine as the ore is extracted.
14
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition for Princeton Mining Company at December 31,
1996 (unaudited) and the Statement of Income for the year ended December 31,
1996 (unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 108
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 108
<PP&E> 300,688
<DEPRECIATION> 0
<TOTAL-ASSETS> 300,796
<CURRENT-LIABILITIES> 296,386
<BONDS> 0
0
0
<COMMON> 300,000
<OTHER-SE> (295,590)
<TOTAL-LIABILITY-AND-EQUITY> 300,796
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,578
<LOSS-PROVISION> (34,578)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34,578)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,578)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,578)
<EPS-PRIMARY> (0.012)
<EPS-DILUTED> (0.012)
</TABLE>
