<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM __________ TO __________.
Commission file number 2-2274.
ALTA GOLD CO.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0259249
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 WHITNEY RANCH DRIVE, SUITE 10
HENDERSON, NEVADA 89014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702)433-8525
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $0.001 PAR VALUE
(Title of Class)
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
----- -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter)
is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
-----
The aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 26, 1999, based on the
closing price as reported on the Nasdaq Stock Market of $1.0625
was approximately $34,961,000.
The number of shares outstanding of the Registrant's Common
Stock as of March 26, 1999 was 33,477,990.
DOCUMENTS INCORPORATED BY REFERENCE: Not applicable.
<PAGE>
The undersigned registrant hereby amends the following
items, financial statements, exhibits or portions of its annual
report on Form 10-K for the fiscal year ended December 31, 1998,
as set forth in the pages attached hereto:
ITEM 3. LEGAL PROCEEDINGS
On April 14, 1999, the Company filed a voluntary petition to
reorganize under Chapter 11 of the Bankruptcy Code to facilitate
the reorganization of the Company's business and the
restructuring of its long-term debt and other liabilities. The
petition was filed in United States Bankruptcy Court in Reno,
Nevada on April 14, 1999. As of that date, the United States
Bankruptcy Court for the District of Nevada assumed jurisdiction
over the assets of the Company. The Company is acting as debtor-
in-possession on behalf of its bankruptcy estate, and is
authorized as such to operate its business subject to bankruptcy
court supervision.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the names, ages and positions held
by all directors and executive officers of the Company as of
April 13, 1999. The Board of Directors is separated into three
classes, each of which is elected in sequential years for three-
year terms. Directors serve until the next annual meeting of
stockholders at which members of their class are elected and
until their successors have been duly elected or appointed. In
light of recent events, including the Company petition for
reorganization under Chapter 11 of the Bankruptcy Code, the
Company has determined to postpone its annual meeting of
stockholders that was originally scheduled for June 11, 1999.
Executive officers serve at the discretion of the Board of
Directors. There are no family relationships among any directors
or executive officers of the Company.
<TABLE>
<CAPTION>
YEAR FIRST ELECTED
NAME AGE POSITIONS OR APPOINTED
- ---- --- --------- ------------------
<S> <C> <C> <C>
Robert N. Pratt <F1> 68 Chairman of the Board, 1992
Chief Executive Officer,
President
Ralph N. Gilges <F1> 61 Director 1993
Thomas A. Henrie <F2> 76 Director 1992
John A. Keily <F2> 62 Director 1992
Jack W. Kendrick <F3> 55 Director 1995
Thomas D. Mueller <F3> 59 Director 1994
John A. Bielun 47 Senior Vice-President and 1992
Chief Financial Officer
Brian K. Jones 47 Vice-President of 1995
Exploration
2
<PAGE>
YEAR FIRST ELECTED
NAME AGE POSITIONS OR APPOINTED
- ---- --- --------- ------------------
Joseph A. Pescio 39 Vice President of 1998
Operations
Margo R. Bergeson 45 Secretary 1994
- ---------------
<FN>
<F1> Serves in Class I of the Board, which class will be eligible
for nomination and election at the 2001 Annual Meeting of
stockholders.
<F2> Serves in Class II of the Board, which class is eligible
for nomination and election at the Annual Meeting.
<F3> Serves in Class III of the Board, which class will be
eligible for nomination and election at the 2000 Annual
Meeting of stockholders.
</FN>
</TABLE>
BUSINESS BIOGRAPHIES
ROBERT N. PRATT has served as Chairman of the Board, Chief
Executive Officer and President of the Company since January
1992, and as a director since July 1987. From October 1987 to
October 1990, Mr. Pratt was President and Chief Operating Officer
of Bonneville Pacific Corporation. Mr. Pratt was also President
of White River Shale Oil Corporation from 1981 to 1985. From
1979 to 1981, he was Senior Vice President of Marketing and
Refining of Kennecott Copper Corporation. He held additional
positions as General Manager of its Utah Copper Division from
1976 to 1979, and President of Kennecott Sales Corporation from
1972 to 1976. Mr. Pratt is a former Director of the Salt Lake
City Branch of the Federal Reserve Bank of San Francisco.
RALPH N. GILGES has served as a director of the Company
since June 1993. Mr. Gilges has over 30 years of experience in
mining and manufacturing. Since April 1992, Mr. Gilges has been
President and owner of Airdale Pet Services, Inc. and Pet
Management of Indiana, Inc. From 1982 to 1991, he was employed
by Golden Cat Corporation where he held various positions,
including Vice Chairman and Executive Vice President of
Operations and Administration. From 1977 to 1982, Mr. Gilges was
Vice President-Metallurgy of Bunker Hill Company. He held
various positions with Kennecott Copper Corporation from 1974 to
1977, and with Roan Consolidated Mines, Ltd. from 1960 to 1974.
Mr. Gilges has also served on the Advisory Board of the College
of Mines and Earth Resources-University of Idaho.
DR. THOMAS A. HENRIE has served as a director of the Company
since May 1992. Since 1985, Dr. Henrie has been a principal of
The Henrie Group, Salt Lake City, Utah, a firm which provides
metallurgical consulting services. Dr. Henrie is a former Chief
Scientist, Acting Director, Deputy Director and Associate
Director of Mineral and Material Research and Development at the
United States Bureau of Mines. Dr. Henrie has authored numerous
technical reports and holds fifteen patents in the field of
extractive metallurgy. He has served as Chairman of the
Extractive Metallurgy Division of the American Institute of
Mining Engineers (AIME), Vice President of the AIME and the
President of the Metallurgical Society.
JOHN A. KEILY has served as a director of the Company since
March 1992. Mr. Keily has over 30 years of experience in mining
and manufacturing. From May 1990 to December 1990, he served as
Vice President of Operations of the Company. Mr. Keily was Chief
Operations Officer of Bond International Gold from 1988 to 1990,
and President of Gulf Minerals Canada and Vice President of
Pittsburgh & Midway Coal Company from 1982 to 1988.
JACK W. KENDRICK has served as a director of the Company
since September 1995. Mr. Kendrick has over 30 years of
experience in mining, chemical manufacturing, forest products and
environmental remediation. Since 1982, Mr. Kendrick has been
President of Bunker Limited Partnership,
3
<PAGE>
Kellogg, Idaho. He was President of The Bunker Hill Company from
October 1979 to November 1982, and Vice President - Finance from
May 1977 to October 1979. From 1974 to 1977, he was Vice
President - Finance of Lithium Corporation of America. Mr.
Kendrick has served on numerous professional and civic boards
including the Idaho Mining Association and the Associated
Taxpayers of Idaho.
THOMAS D. MUELLER has served as a director of the Company
since June 1994. Mr. Mueller has served as President of Crown
Technology Corporation since 1974. Since 1984, he has also
served as President of both Klemm Products Co. and Central
Compounding Company, each in Lake Bluff, Illinois. He holds a
Doctor of Jurisprudence degree from the Loyola University of
Chicago College of Law.
JOHN A. BIELUN has served as Vice President of Finance and
Administration of the Company since October 1992 until he was
promoted to Senior Vice-President and Chief Financial Officer in
June 1995. He was Vice President of Finance of Allegheny &
Western Energy Corporation and President of a wholly-owned
subsidiary from May 1989 to October 1992. From November 1987 to
April 1989, Mr. Bielun was the Director of Finance and
Administration for Burger Boat Company, Inc. Previous employment
includes positions with Sun Company, White River Shale Oil
Corporation (a Sun Company joint venture) and the Penn Central
Corporation. Mr. Bielun is a Certified Public Accountant.
BRIAN K. JONES has served as a consulting geologist and
Chief Geologist of the Company since 1993 until he was promoted
to Vice President of Exploration in February 1995. Mr. Jones has
over 20 years of experience in mineral exploration in North and
South America. From 1988 to 1993, Mr. Jones was an independent
consultant in the mining industry for clients including Hecla
Mining Company, Kennecott Copper Corporation and BHP-
International. Previous employment includes positions with Bear
Creek Mining Company and Exxon Minerals Company.
JOSEPH A. PESCIO has served as General Manager of the
Company's Eastern Nevada, Idaho, and Oregon operations since
December 1995 until he was promoted to Vice President of
Operations in February 1998. From February 1984 to December
1995, Mr. Pescio was Mine Manager of the Company's Kinsley, Easy
Junior and Golden Butte Mines and Project Engineer at the
Company's underground Ward Mine. From 1982 to 1984, he was
employed by Kennecott Copper Corporation as a concentrator
supervisor at their Utah Copper Division, in an Alaskan
exploration program, and in their geotechnical engineering
department. Mr. Pescio received a Mining Engineering degree with
distinction from the University of Nevada Mackay School of Mines
in 1982. He is a Registered Professional Engineer in Nevada and
serves as a member of the White Pine County Public Land Users
Advisory Committee.
MARGO R. BERGESON has served as the Director-Investor and
Public Relations, the Director-Human Resources and Assistant
Secretary of the Company since September 1993, and Secretary of
the Company since September 1994. From April 1989 to March 1993,
she was employed by Bonneville Pacific Corporation in Investor
Relations and later as Manager of Public Relations, Manager Human
Resources and Secretary of its wholly-owned subsidiary Recomp,
Inc. Ms. Bergeson's background also includes service with White
River Shale Oil Corporation, IBM, and several years as an
independent business owner.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder require the Company's executive officers and
directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission and the National Association of
Securities Dealers, Inc. and to furnish the Company with copies.
4
<PAGE>
Based on its review of the copies of such forms received by
the Company, or written representations from certain reporting
persons, the Company believes that during 1998 all filing
requirements under Section 16(a) were complied with.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information with respect to
all compensation paid by the Company in 1998, 1997 and 1996 to
the Company's Chief Executive Officer and the only other
executive officer whose total remuneration exceeded $100,000 for
the year ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS (#) COMPENSATION<F1>
--------------------------- ---- ------ ------------ ----------------
<S> <C> <C> <C> <C>
Robert N. Pratt 1998 $260,208 0 $10,000
President and Chief 1997 254,774 0 9,500
Executive Officer 1996 225,985 0 9,161
John A. Bielun 1998 $161,708 0 $ 7,393
Senior Vice President and 1997 158,978 55,000 6,786
Chief Financial Officer 1996 145,121 0 6,752
- ---------------
<FN>
<F1> Represents matching contributions made by the Company on
behalf of the executive officer to the Company's 401(K)
Retirement Plan.
</FN>
</TABLE>
The following table sets forth information as to options to
purchase the Company's Common Stock granted to the executive
officers named in the Summary Compensation Table.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
None.
The following table sets forth information as to the
unexercised options to purchase the Company's Common Stock held
by the executive officers named in the Summary Compensation Table
and the value of the options at December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR-END<F1>
---------------------------- ----------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert N. Pratt 0 $0 1,083,000 0 $711,899 $0
John A. Bielun 0 $0 333,250 53,750 $172,850 $11,602
- ---------------
<FN>
<F1> Based on the last reported sale price of the Company's
common stock on the Nasdaq Stock Market on December 31,
1998, or $1.53 per share, minus the exercise price of "in-
the-money" options.
</FN>
</TABLE>
5
<PAGE>
COMPENSATION OF DIRECTORS
A director who is an employee of the Company receives no
additional compensation for services as a director. Non-employee
directors receive an annual retainer of $10,000 and options to
purchase 5,000 shares of the common stock in the Company, plus
$1,500 for each Board meeting attended and $750 for each
committee meeting attended. Each director is also reimbursed for
all reasonable expenses incurred in attending such meetings. If
a director serves for a period of less than an entire fiscal
year, such director's annual compensation is prorated
accordingly.
EMPLOYMENT CONTRACTS
In September 1998, the Company entered into employment
agreements with Messrs. Pratt and Bielun. The employment
agreements with Messrs. Pratt and Bielun replaced employment
agreements which were entered into in 1995 and which were
scheduled to expire. The general terms of each employment
agreement are as follows:
ROBERT N. PRATT
Mr. Pratt is to receive a base annual salary of $267,500
subject to a minimum 7% increase on January 1, 1999, 2000 and
2001.
If, prior to October 15, 2001, Mr. Pratt is terminated other
than by voluntary resignation or for cause (as defined in the
employment agreement) or as the direct result of a change in
control of the Company (as defined in the employment agreement),
he will receive a lump sum payment in an amount equal to the
remaining salary plus minimum increases due to him through
October 15, 2001, plus all of the options previously granted to
him under the employment agreement will become immediately
exercisable. If Mr. Pratt resigns or is terminated (or is deemed
to have been effectively terminated) as a direct result of a
change in control of the Company, he will receive an amount equal
to 2.9 times the average annual sum of his salary, bonus and
profit sharing for the five years prior to the date of the change
in control, as reduced by the least amount, if any, required in
order to avoid any loss of a tax deduction by the Company.
Should Mr. Pratt become disabled (as defined in the
employment agreement), he will receive his full salary for the
first nine months of disability, one-half of his salary for the
next nine months and one-fourth of his salary for the next nine
months; provided, however, that no such compensation shall be
payable after October 15, 2001. If Mr. Pratt dies during the
term of the employment agreement, his estate will receive an
amount equal to one year's salary.
JOHN A. BIELUN
Mr. Bielun receives a base annual salary of $166,000,
subject to a minimum 7% increase on January 1, 1999, 2000 and
2001, plus a $350 per month car allowance.
If, prior to October 15, 2001, Mr. Bielun is terminated
other than by voluntary resignation or for cause (as defined in
the employment agreement), or as the direct result of a change in
control of the Company (as defined in the employment agreement),
he will receive a lump sum payment in an amount equal to the
remaining salary plus minimum increases due to him through
October 15, 2001, plus all of the options previously granted to
him under the employment agreement will become immediately
exercisable. If Mr. Bielun resigns or is terminated (or is
deemed to have been effectively terminated) as a direct result of
a change in control of the Company, he will receive an amount
equal to 2.9 times the average annual sum of his salary, bonus
and profit sharing for the five years prior to the date of the
change in control, as reduced by the least amount, if any,
required in order to avoid any loss of a tax deduction by the
Company.
6
<PAGE>
Should Mr. Bielun become disabled (as defined in the
employment agreement), he will receive his full salary for the
first nine months of disability, one-half of his salary for the
next nine months and one-fourth of his salary for the next nine
months; provided, however, that no such compensation shall be
payable after October 15, 2001. If Mr. Bielun dies during the
term of the employment agreement, his estate will receive an
amount equal to one year's salary.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
STOCK OWNERSHIP
The following table sets forth the number of shares of the
Company's common stock and the number of shares of the Company's
common stock subject to options, beneficially owned by the
Company's directors and those executive officers named in the
Summary Compensation Table, and by all directors and executive
officers as a group at the close of business on April 13, 1999.
The Company knows of no beneficial owner of five percent or more
of the Company's common stock nor does it know of any arrangement
which may at a subsequent date result in a change of control of
the Company. Stock ownership was verified with filings with the
Securities and Exchange Commission received by the Company, and
according to individual verification as of April 13, 1999, which
the Company solicited and received from the beneficial owners
listed in the following table:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
----------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES TOTAL NUMBER
EXCLUDING SHARES SUBJECT TO OPTIONS OF SHARES
NAME SUBJECT TO OPTIONS<F1> BENEFICIALLY OWNED<F2> BENEFICIALLY OWNED PERCENT
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert N. Pratt 99,358 1,083,010 1,182,358 3.3
Ralph N. Giles 39,133<F3> 15,000 54,133 *
Thomas A. Henrie 34,167 15,000 49,167 *
John A. Keily 43,333 15,000 58,333 *
Jack W. Kendrick 13,333 15,000 28,333 *
Thomas D. Mueller 217,134<F4> 15,000 232,134 *
John A. Bielun 60,000 333,250 393,250 1.1
All directors and 583,389 1,696,250 2,279,639 6.4
executive officers
as a group (10
persons)
- ---------------
<FN>
* Beneficial ownership does not exceed 1% of the outstanding
common stock of the Company.
<F1> Unless otherwise specifically stated herein, each person has
sole voting power and sole investment power as to the
identified common stock ownership.
<F2> Shares subject to currently exercisable options or otherwise
subject to issuance within 60 days of April 13, 1999.
<F3> Includes 6,300 shares held by a corporate retirement fund.
<F4> Includes 30,500 shares owned by Mr. Mueller's spouse, 41,700
shares held in custodianship by Mr. Mueller's spouse for
Mr. Mueller's children and 15,834 shares owned by Mr.
Mueller's children, all of which Mr. Mueller disclaims any
beneficial ownership.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
ALTA GOLD CO.
Dated: April 27, 1999 By: /s/ Robert N. Pratt
-----------------------------
Robert N. Pratt, Chief
Executive Officer
8
