UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SISKON GOLD CORPORATION
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(NAME OF ISSUER)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
829715-10-1
-------------------------
(CUSIP Number)
Frederick R. Cummings, Jr., Esq.
Warshaw Burstein Cohen
Linda Seaman Schlesinger & Kuh, LLP
63 Hunting Ridge Road 555 Fifth Avenue
Greenwich, Connecticut 06831 New York, New York 10017
(212) 984-7700
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(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 30, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Check the following box if a fee is being paid with the
statement: |_|
Page 1 of 4 Pages
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 829715-10-1
- ---------------------
<S> <C> <C>
1. Name of Reporting Person Linda Seaman
S.S. or I.R.S. Identification No.
of Above Person
- -------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
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3. SEC Use Only
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4. Source of Funds PF
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5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
- -------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
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7. Sole Voting 1,540,409
Power
---------------------------------------------
Number of Shares 8. Shared Voting
Beneficially Owned Power
by Reporting ---------------------------------------------
Person With 9. Sole 1,540,409
Dispositive
Power
---------------------------------------------
10. Shared
Dispositive
Power
- -------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned By Each Reporting Person 1,540,409
- -------------------------------------------------------------------------------------------
12. Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [X]
- -------------------------------------------------------------------------------------------
13. Percent of Class Represented by
Amount in Row (11) 5%
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14. Type of Reporting Person IN
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</TABLE>
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<PAGE>
This Amendment No. 6 amends, as set forth below, certain items of the
Schedule 13D filed on behalf of Linda Seaman with the Securities and Exchange
Commission on October 2, 1991, as previously amended (the "Statement"). This
Amendment reflects the reduction of Mrs. Seaman's beneficial ownership of shares
of the Issuer's Class A Common Stock, par value $.001 per share ("Common
Shares"), to 1,540,409 or 5% of the Common Shares outstanding, due to changes in
the aggregate number of Common Shares outstanding. Except as amended hereby, the
Statement remains in full force and effect.
Item 4. Purpose of the Transaction.
---------------------------
In its Quarterly Report on Form 10-QSB for the period ended June 30,
1997, the Issuer noted that it had ceased mining operations and that its
prospects for obtaining additional capital or joint venture partners in the near
future were unlikely. The Issuer stated that it had put its properties on a care
and maintenance basis, terminated its contractual arrangements with its
officers, and contributed its remaining equipment, plant and supplies to others
in exchange for an interest in net profits from certain mining operations. Mrs.
Seaman intends to sell Common Shares from time to time to the extent that there
is a market for the Common Shares. Mrs. Seaman does not have any present plans
or proposals which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Mrs. Seaman may be deemed to be the beneficial owner of 1,540,409
Common Shares, representing approximately 5% of the issued and outstanding
Common Shares (based on 29,745,058 Common Shares outstanding as of August 5,
1997, plus the 593,733 Common Shares issuable upon conversion of the one-half of
the $4,156,134.48 aggregate principal amount of the Amended and Restated
Convertible Note of the Issuer in the aggregate principal amount of
$4,156,134.48 held by Mrs. Seaman and her husband, Carl Seaman (the "Amended and
Restated Note") that she has the independent right to convert, as set forth
below), consisting of:
(i) 946,676 Common Shares owned directly by
Mrs. Seaman; and
(ii) 593,733 Common Shares issuable to Mrs. Seaman
upon conversion of the one-half of the $4,156,134.48 aggregate
principal amount of the Amended and Restated Note that she has the
independent right to convert. The Amended and Restated Note is
convertible into Common Shares at a conversion price of $3.50 per share
and bears interest at the rate of 10% per annum. In payment of the
Page 3 of 4 Pages
<PAGE>
interest due on November 15, 1996, 88,410 Common Shares were
issued to Mrs. Seaman at the rate of one Common Share for
every $2.56 of interest. By Waiver of Interest Payment in
August, 1997, Mr. And Mrs. Seaman waived the payment of
interest due in Common Shares on November 15, 1997.
Pursuant to an agreement between Mr. and Mrs. Seaman, each
of them has the independent right to convert up to one-half
of the principal amount of the Amended and Restated Note,
and to receive one-half of any Common Shares issued to them
as interest thereunder.
Mrs. Seaman's beneficial ownership set forth above does not
include (i) 1,264,658 Common Shares owned directly by Mr. Seaman, (ii) 593,733
Common Shares which may be acquired by Mr. Seaman upon conversion of the
one-half of the $4,156,134.48 aggregate principal amount of the Amended and
Restated Note that Mr. Seaman has the independent right to convert (as set forth
above), (iii) 200,000 Common Shares issuable upon exercise of warrants (the
"Warrants") owned directly by Mr. Seaman (each Warrant entitles the holder to
purchase one Common Share for a purchase price of $6.00 per share at any time
prior to the date that is two years from the effective date of a registration
statement registering the Common Shares issuable upon exercise of the
Warrants)and (iv) 73,666 Common Shares owned directly by Carl & Associates, a
partnership of which Mr. Seaman holds an 80% equity ownership interest and his
two adult children hold the remaining 20% equity ownership interests. Mrs.
Seaman disclaims beneficial ownership of all Common Shares held by Mr. Seaman.
(b) Mrs. Seaman has sole power to vote and to dispose of
1,540,409 Common Shares, including 593,733 Common Shares which she has the right
to acquire upon conversion of the $4,156,134.48 aggregate principal amount of
the Amended and Restated Note that Mrs. Seaman has the independent right to
convert.
(c) Mrs. Seaman has not engaged in any transactions in the
Common Shares during the 60 days preceding the date of this statement.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, correct and
complete.
Dated: October 7, 1997
/s/ LINDA SEAMAN
------------------------
Linda Seaman
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