COMSTOCK TAILINGS COMPANY, INCORPORATED
2692 Juniper
Boulder, Colorado 80304
COMMISSION FILE NUMBER 0-23208
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about March 28, 1997 to holders of
record on March 11, 1997 of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Comstock Tailings Company, Incorporated, a
Nevada corporation (the "Company"). It is being furnished in connection with
the change of the Company's directors to be effected at a Board meeting to be
held at the closing of the transaction discussed below, to be held on
(approximately) March 31, 1997.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement between the Company and Iron
Holdings Corp., a New York corporation ("IHC") and IHC's stockholders (the
"Agreement"), the Company has agreed to acquire all of IHC's issued and
outstanding shares of common stock (collectively, the "IHC Stock") in
exchange for an aggregate of 4,500,000 "restricted" shares of the Company's
Common Stock (the "Transaction"). As of the date of this Disclosure
Statement, there are 500,000 shares of the Company's Common Stock issued and
outstanding. Accordingly, if all of the issued and outstanding shares of IHC
Stock are exchanged for the Company's Common Stock, the holders thereof will
own approximately 90% of the Company's 5,000,000 shares of Common Stock which
would then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers
and directors will resign and will be replaced by Directors and Officers
selected by IHC's management (see "Directors and Executive Officers and
Related Transactions"). Also, as part of the terms of the Transaction, the
name of the Company will change to "Iron Holdings Corp."
Consummation of the Transaction will result in a change of control. If
the Transaction is not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates, but cannot assure, that the Agreement will be executed
on or about March 31, 1997, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at
a meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the
"Commission") with certain information not less than ten days prior to the
date on which the change will take place, or such other time period as may be
established by the Commission. This Disclosure Statement is being filed with
the Commission and sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities
As of the date of this report, there were outstanding 500,000 shares of
the Company's Common Stock. Each outstanding share of Common Stock entitles
<PAGE>
the record holder thereof to one vote on all matters which are to be
presented to stockholders for their consideration. The Common Stock is the
only issued and outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each
Director and all Directors and Officers as a group.
<TABLE>
<CAPTION>
No. of Percentage
Name Shares Owned Ownership
<S> <C> <C>
Joel Feinberg 100,000 20%
Suzanne Maisch 100,000 20%
Paul Abbondante 75,000 15%
All Officers and Directors
as a group (3 persons) 275,000 55%
</TABLE>
The following table sets forth as of the date hereof, certain
information with respect to all those known by the Company who, retroactively
assuming consummation of the Transaction, would be the record or beneficial
owners of more than 5% of its outstanding Common Stock, each newly-appointed
director and executive officer of the Company and all newly-appointed
Directors as a group. Except as indicated in the footnotes to the table, the
listed stockholders hold sole voting and investment power over their
respective shares.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
<S> <C> <C> <C>
Anthony E. Gurino Chief Executive Officer, 2,000,000 40.0%
86-20 164th Avenue President, Corporate
Queens, NY 11414 Secretary and Director
Dennis Sommeso Assistant Secretary, 490,000 9.8%
2 Bushwick Street Director
Melville, NY 11747
Johanna Stanziale Director 10,000 *
149-35 80th Street
Howard Beach, NY 11414
Angelo Gurino, Sr. Vice President, Treasurer 2,000,000 40.0%
164-53 85th and Director
Howard Beach, NY 11414
All Proposed Directors 4,500,000 90.0%
and Officers as a
Group (7 persons)
_________________________
<FN>
* Less than 1%
</TABLE>
2
<PAGE>
Legal Proceedings
There are no legal proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent of the Company's Common Stock, or any associate of any of the
foregoing, is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current
officers and directors will resign and will be replaced, without stockholder
action, by the following Officers and Directors:
Name Age Position
Anthony E. Gurino 45 Chief Executive Officer,
President, Corporate
Secretary and Director
Dennis Sommeso 45 Director
Johanna Stanziale 25 Director
Angelo Gurino, Sr. 33 Vice President, Treasurer
and Director
Anthony E. Gurino is the President, Secretary and a Director of Iron
Holdings Corp., a privately held New York corporation, which is a holding
company for two wholly owned subsidiary companies engaged in the business of
acquisition and development of real estate holding, and has held such
positions since its inception in October 1996. He is also President and
fifty percent owner of Ragtime Foods of New York, Inc. d/b/a Antonio's Bakery
in Ozone Park, New York, a wholesale bakery, and Ragtime Gourmet Supermarket
in Howard Beach, New York, holding such positions since March 1979 and May
1978, respectively. Mr. Gurino attended Staten Island Community College
where he majored in Business.
Dennis Sommeso is the Vice President, Treasurer and Director of Iron
Holdings Corp. and has held such positions since its inception. From 1989 to
1991, Mr. Sommeso was the Secretary of Hicksville Asphalt, an asphalt plant
located in Hicksville, N.Y., and from 1987 to 1995, he was a Supervisor at
Sommeso Welding Company, New York. Mr. Sommeso has solicited, estimated,
negotiated and managed over 100 million dollars worth of construction
projects, primarily in the heavy-highway, utilities and commercial/
residential site development sectors, as well as specialized site projects.
Mr. Sommeso's clients have included private sector clients such as Triad,
LILCO, and Brooklyn Union Gas, as well as governmental clients such as
NYSDOT, D.E.P. and the New York City Department of Sanitation.
Johanna Stanziale is a Director of Iron Holdings Corp. and has held
such position since its inception, and since July 1996 she has been the
Office Manager of Iron Eagle Contracting & Mechanical Corp., one of the
wholly owned subsidiaries of Iron Holdings Inc. From July 1987 through
October 1994, she was Office Manager for USTA National Tennis Center, a
tennis facility in Flushing, N.Y., and from March 1994 through May 1996, Ms.
Stanziale was the Office Manager for Everready Auto Body Supplies, Inc.,
Queens, N.Y., engaged in the business of auto body paint supplies. Ms.
Stanziale obtained her Bachelor's Degree from St. John's University in 1992.
Angelo Gurino, Sr. is Vice President and a Director of Iron Holdings
Corp., and has held such positions since its inception. Mr. Gurino, along
with Anthony E. Gurino, established Ragtime Gourmet Supermarket in Howard
3
<PAGE>
Beach, New York, and Ragtime Foods of New York, Inc. d/b/a Antonio's Bakery
in Ozone Park, New York, and is a fifty percent owner of such entities. Mr.
Gurino attended Queens Borough College where he majored in business.
Compensation
For the fiscal year ended December 31, 1996, no officer or director of
IHC received remuneration in excess of $100,000. Anthony E. Gurino, IHC's
President, received a salary of $75,000, which salary was paid by Iron Eagle
Contracting & Mechanical Corp., IHC's wholly owned subsidiary. Mr. Gurino
entered into an employment agreement with IHC as of January 1, 1997,
providing for an annual salary of $105,000 for the first year, $125,000 for
the second and third year, $150,000 for the fourth and fifth year, $175,000
for the sixth and seventh year, and $200,000 for the eighth through tenth
year of the term of the employment agreement. The employment agreement
contains non-compete and non-disclosure of confidential information
provisions.
In addition, IHC may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating
or compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year-
ended December 31, 1996, the Directors held one meeting of the Board of
Directors.
Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during
the fiscal year ended December 31, 1996. The Company maintains a policy
whereby the directors and executive officers of the Company may be reimbursed
for out-of-pocket expenses incurred in the performance of their duties. The
Company did not reimburse any director or officer for such expenses during
the 1996 fiscal year.
The Company has no bonus or incentive plans in effect, nor are there
any understandings in place concerning additional compensation to the
Company's officers or directors.
Dated: March 27, 1997.
COMSTOCK TAILINGS COMPANY, INCORPORATED
s/Joel Feinberg
Joel Feinberg, President
