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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, 1997
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
PREFERRED STOCK
PAR VALUE $.10 PER SHARE
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 March 2, 1998, the aggregate market value of the voting stock held
by non-affiliates of the registrant was $94,118.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of March 2, 1998, there were 9,563,340 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
- 2 -
<PAGE>
PRINCETON MINING COMPANY FORM 10-K ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
Part I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Part II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters . . . . . . . . . . . 5-6
Item 6. Selected Financial Data . . . . . . . . . . . . . 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 7
Item 8. Financial Statements and Supplementary Data . . . 7
Item 9. Disagreements on Accounting and Financial Disclosure 7
Index to Financial Statements . . . . . . . . . . 8
Part III
Item 10. Directors and Executive Officers of the Registrant . . . 13
Item 11. Executive Compensation . . . . . . . . . . . . . . . 14
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . 14
Item 13. Certain Relationships and Related Transaction . . . . . 15
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . . . . . 15
Signature Page . . . . . . . . . . . . . . . . . 16
Exhibit Index . . . . . . . . . . . . . . . . . 17
Schedule of Property, Plant and Equipment. . . . . . . . . . . . . S-1
Schedule of Reserves for Depreciation, Depletion and
Amortization of Property, Plant and Equipment. . . . . . . . S-2
- 3 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
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.
- 4 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
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.
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 12 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
On May 8, 1997 at a special shareholders meeting, the shareholders
approved increase in the capitalization of the Company to 30,000,000
non-assessable, ten cent par value shares consisting of 29,000,000
shares of common stock and 1,000,000 shares of preferred stock.
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 1997 and 1996 were as follows:
<TABLE>
1997 1996
___________________________ ___________________________
High Low High Low
___________ _____________ _____________ ___________
<C> <S> <S> <S> <S>
1st Quarter .02 .02 .03 .03
2nd Quarter .01 .01 .03 .03
3rd Quarter .01 .01 .03 .03
4th Quarter .01 .01 .03 .02
</TABLE>
- 5 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
(b) Approximate Number of Equity Security Holders.
<TABLE>
Title of Class (1) Number of Record Holders 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 1997 or 1996.
Item 6. Selected Financial Data
Selected Income Statements Data:
<TABLE>
_____________________Year ended December 31,____________________
1993 1994 1995 1996 1997
____________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
Net revenues -0- -0- -0- -0- -0-
Net income (loss) (29,269) (27,622) (29,456) (34,578) (317,839)
Per share (.98 cents) (.92 cents) (.98 cents) (1.15 cents) (8.08 cents)
Cash Dividends
Per share -0- -0- -0- -0- -0-
Selected Balance Sheets Data:
</TABLE>
<TABLE>
_____________________Year ended December 31,____________________
1993 1994 1995 1996 1997
____________ ___________ ___________ ___________ ___________
<C> <S> <S> <S> <S> <S>
Current assets $ 98 $ 74 $ 57 $ 108 $ 110
Current liabilities 204,720 232,318 261,757 296,386 10,372
____________ ___________ ___________ ___________ ___________
Working capital (204,622) (232,244) (261,700) (296,278) (10,262)
Total Assets 300,786 300,762 300,745 300,796 25,110
Long-term debt -0- -0- -0- -0- -0-
Stockholders' equity 96,066 68,444 38,988 4,410 14,738
</TABLE>
- 6 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
Item 7. Management's Discussion and Analysis of Financial Condition
and Result of Operations.
The only activity at the Company's mining properties during 1997, 1996
and 1995 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, with the exception of the 1997 loss on
abandoned mining claims of $275,688.
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 8 of this report.
Item 9. Disagreements on Accounting and Financial Disclosure.
Not applicable.
- 7 -
<PAGE>
PRINCETON MINING COMPANY
INDEX TO FINANCIAL STATEMENTS
Filed as part of the Annual Report Form 10-K
December 31, 1997
Page
FINANCIAL STATEMENTS:
Balance Sheet, December 31, 1997 and 1996 . . . . . . . . . . . . . 9
Income statement for the years ended
December 31, 1997, 1996, and 1995 . . . . . . . . . . . . . . . . . 10
Statement of accumulated deficit for the years
ended December 31, 1997, 1996, and 1995 . . . . . . . . . . . 10
State of cash flows for the year ended December 31, 1997,
1996, and 1995 . . . . . . . . . . . . . . . . . . . . . . 11
Notes to financial statements, December 31, 1997 and 1996 . . . . . 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.
- 8 -
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
BALANCE SHEET
December 31, 1997 and 1996
<TABLE>
1997 1996
____________ ____________
<C> <S> <S>
ASSETS
CURRENT ASSETS
Cash in bank $ 110 $ 108
MINING PROPERTY (Notes 1 & 3)
Mining claims 25,000 300,688
____________ ____________
Total $ 25,110 $ 300,796
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 10,372 $ 296,386
SHAREHOLDERS' EQUITY
Capital stock, assessable, par value
ten cents per share, authorized
29,000,000 shares, of which 9,563,340
and 3,000,000 are issued and
outstanding at December 31, 1997 and
1996, respectivelly 956,334 300,000
Paid-in surplus (deficit) (280,101) 48,066
Deficit accumulated during the
exploration and development
stage (Note 1) (661,495) (343,656)
____________ ____________
Total $ 25,110 $ 300,796
============ ============
</TABLE>
- 9 -
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
INCOME STATEMENT
For the years ended December 31, 1997, 1996, and 1995
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
INCOME
Interest and miscellaneous income $ -0- $ -0- $ -0-
EXPENSE
Loss on abandonded mining claims 275,688 - -
Office and stock transfer services 4,238 4,460 3,900
Office supplies and expenses 8,119 1,909 2,244
Listing and filing fees 359 3,450 3,050
Miscellaneous 10 10 10
Interest expense 20,480 22,737 19,619
Legal 517 1,562 -
Management and directors fees 6,000 - -
Geological and surface exploration 2,428 450 633
____________ ____________ ____________
Total 317,839 34,578 29,456
____________ ____________ ____________
NET (LOSS) $ (317,839) $ (34,578) $ (29,456)
============ ============ ============
STATEMENT OF ACCUMULATED DEFICIT
For the years ended December 31, 1997, 1996, and 1995
</TABLE>
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
Deficit from inception to end of
previous year $ 343,656 $ 309,078 $ 279,622
Net charges for the year 317,839 34,578 29,456
____________ ____________ ____________
Balance, December 31 $ 661,495 $ 343,656 $ 309,078
============ ============ ============
</TABLE>
- 10 -
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the year ended December 31, 1997, 1996, and 1995
<TABLE>
1997 1996 1995
____________ ____________ ____________
<C> <S> <S> <S>
CASH FROM (USED FOR) OPERATING
ACTIVITIES
Net loss $ (317,839) $ (34,578) $ (29,456)
Loss on abandonded mining claims 275,688 - -
Change in working capital items,
excluding cash
Accounts payable (286,014) 34,629 29,439
____________ ____________ ____________
FROM OPERATIONS 328,165 51 (17)
============ ============ ============
CASH FROM FINANCING ACTIVITIES
Issuance of capital stock 328,167 - -
____________ ____________ ____________
CASH FROM FINANCIANG ACTIVITIES - - -
____________ ____________ ____________
INCREASE (DECREASE) IN CASH 2 51 (17)
CASH BALANCE, beginning 108 57 108
____________ ____________ ____________
CASH BALANCE, ending $ 110 $ 108 $ 110
============ ============ ============
- 11 -
<PAGE>
(Unaudited)
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
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.
-12-
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
Part III
Item 10. Directors and Executive Officers of the Registrant.
(a), (b), and (e)
</TABLE>
<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 44 Attorney at Law for more
Vice President and Director than the past five years.
R. M. MacPhee 67 Certified Public
Secretary-Treasurer Accountant
and Director for the past for more than five years
five years Director of Western
Silver-Lead Corporation.
Donald H. Grismer 66 Employed in mining for
Director for more than the more than the past
past five years five years
Dale B. Lavigne 67 President, Osburn Drug
Director for the past Company, Director
three years Western Silver-Lead
Company
Dennis O'Brien 36 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
- 13 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
Item 11. Executive Compensation.
(a) The following table sets forth all cash compensation paid by the
Company during the fiscal year ended December 31, 1997 for services in
all capacities to all directors and executive officers of the Company.
<TABLE>
Cash and Non-Cash Compensation Table
_____________________________________
Name and Capacity in Cash and Non-Cash
Which Remuneration Received Compensation
___________________________ ______________________
<C> <S>
All executive officers and
directors as a group (five 20,000 shares
persons in a group) of stock each
</TABLE>
(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, the only person beneficially owning
more than five percent (5%) of any class of the Registrant's voting securities
as of March 2, 1997, is:
H. F. Magnuson 6,423,940 shares approximately 67% of
those outstanding
(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 20,500
Donald H. Grismer 70,000 1.0%
H. James Magnuson 21,000
Dale B. Lavigne 20,000
Dennis O'Brien 20,000
All directors and executive officers of the Company as a group
(four persons in group) own 151,692 shares of approximately 1.59 percent
of the Company's oustanding voting securities.
</TABLE>
- 14 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
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 8
of this report
2. Financial Statement Schedules
Page
I - Statement of Property, Plant and Equipment S-1
II - Reserves for Depreciation, Depletion and
Amortization of Property, Plant and Equipment S-2
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 17 of this report.
- 15 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
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/ Dennis O'Brien /s/ H. James Magnuson
____________________________________ __________________________________
Dennis O'Brien H. James Magnuson
Secretary-Treasurer, and Director President, Chief Administrative
(Principal Financial Officer) Officer, and Director
Date : 3-11-98 Date: 3-10-98
________________________ _______________________
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.
H. James Magnuson 3-10-98
________________________________________ Date_________________________
H. James Magnuson, President,
Chief Administrative Officer, and
Director
/s/ Dennis O'Brien 3-11-98
________________________________________ Date___________________________
Dennis O'Brien, Secretary-Treasurer,
and Director
/s/ Donald H. Grismer 3-16-98
________________________________________ Date___________________________
Donald H. Grismer, Director
/s/ R. M. MacPhee 3-17-98
________________________________________ Date___________________________
R. M. MacPhee, Director
/s/ Dale B. Lavigne 3-16-98
________________________________________ Date___________________________
Dale B. Lavigne, Director
- 16 -
<PAGE>
PRINCETON MINING COMPANY
Form 10-K Annual Report
For the year ended December 31, 1997
______________________________________
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.
- 17 -
<PAGE>
Schedule V
PRINCETON MINING COMPANY
(A Development Stage Enterprise)
PROPERTY, PLANT AND EQUIPMENT
For the years ended December 31, 1997, 1996, and 1995
The Company holds no property other than unpatented mining claims acquired
by issuance of capital stock in the amount of 3,000,000 shares.
S-1
<PAGE>
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, 1997, 1996, and 1995
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.
S-2
<PAGE>
