SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Silver Assets, Inc.(formerly known as Belcor Inc.)
--------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
0774430 20 8
------------
(CUSIP Number)
Theresa C. Morris, Secretary,
Coastal Capital Partners, L.P.,
101 Morgan Lane, Suite 180,
Plainsboro, NJ 08536
Christian S. Herzeca, Esq.,
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, NY 10022
------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 26, 1998
----------------
(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 this statement: |_|
Page 1 of 27 Pages
Exhibit Index appears on page 23
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 2 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coastal Capital Partners, L.P.
22-3348638
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
50,114,423 shares of Common Stock
NUMBER OF Warrants to acquire 10,000,000 shares of Common Stock
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 51,030 shares of Common Stock
EACH REPORTING Warrants to acquire 10,925,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
50,114,423 shares of Common Stock
Warrants to acquire 10,000,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,165,453 shares of Common Stock
Warrants to acquire 10,925,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 3 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coastal Capital Partners, Inc.
22-3291782
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
-0-
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 50,165,453 shares of Common Stock
EACH REPORTING Warrants to acquire 10,925,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
50,114,423 shares of Common Stock
Warrants to acquire 10,000,000 shares of Common Stock
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,165,453 shares of Common Stock
Warrants to acquire 10,925,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 4 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip L. Yang, Jr.
###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Philippines
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
-0-
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 50,165,453 shares of Common Stock
EACH REPORTING Warrants to acquire 10,925,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
50,114,423 shares of Common Stock
Warrants to acquire 10,000,000 shares of Common Stock
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,165,453 shares of Common Stock
Warrants to acquire 10,925,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.7% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 5 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Y. Gan
###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Philippines
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 150,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 150,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 150,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 6 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theresa C. Morris
###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 150,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 150,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 150,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 7 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald M. Leibsker
###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 51,030 shares of Common Stock
EACH REPORTING Warrants to acquire 475,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
51,030 shares of Common Stock
Warrants to acquire 475,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,030 shares of Common Stock
Warrants to acquire 475,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 8 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M. Douglas Caffey
###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 50,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 50,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 50,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 0774430 20 8 Page 9 of 27 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K. Glenn Cole
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH REPORTING Warrants to acquire 100,000 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
Warrants to acquire 100,000 shares of Common Stock
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to acquire 100,000 shares of Common Stock
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Amendment No. 9 to Schedule 13D
This statement amends the Statement on Schedule 13D, dated October 27,
1994, Amendment No. 1 thereto, dated October 3, 1995, Amendment No. 2 thereto,
dated October 10, 1995, Amendment No. 3 thereto, dated November 20, 1995,
Amendment No. 4 thereto, dated May 29, 1996, Amendment No. 5 thereto, dated July
2, 1996, Amendment No. 6 thereto, dated August 29, 1996, Amendment No. 7
thereto, dated October 4, 1996 and Amendment No. 8 thereto, dated October 11,
1996 (together, the "Schedule 13D"), filed by Coastal Capital Partners, L.P., a
Delaware limited partnership ("Coastal LP"), Coastal Capital Partners, Inc. a
Delaware corporation ("Coastal GP"), the sole general partner of Coastal LP,
Philip L. Yang, Jr. ("Yang"), the chairman of the Board of Directors and sole
shareholder of Coastal GP, Michael Y. Gan ("Gan"), Theresa C. Morris ("Morris"),
Donald M. Leibsker ("Leibsker"), M. Douglas Caffey ("Caffey") and K. Glenn Cole
("Cole") (collectively, the "Filing Persons"), with respect to the Common Stock,
$0.001 par value (the "Common Stock") of Silver Assets, Inc. (formerly known as
Belcor Inc.), a California corporation (the "Company"). Notwithstanding this
amendment No. 9, the Schedule 13D speaks as of its date. Capitalized terms used
herein without definition have the meanings ascribed to them in the Schedule
13D.
Item 1. Security and Issuer.
Except as set forth below, the information set forth in Item 1 of
Amendment No. 4 is incorporated herein by reference.
"On July 29, 1998, the Company has changed its name from Belcor Inc. to
Silver Assets, Inc."
Item 2. Identity and Background.
The information set forth in Item 2 of Amendment No. 6 is incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Except as set forth below, the information set forth in Item 3 of
Amendment No. 8 is incorporated herein by reference.
"As of October 26, 1998, the Company owed Coastal LP approximately
$2,930,343 in outstanding notes and advances (the "Loans"), including accrued
interest. In exchange for Coastal LP's forgiveness of the Loans, plus accrued
interest, the Company granted Coastal LP 26,639,482 shares of Common Stock at
$0.11 per share (based on a fairness opinion received from independent
investment advisors). Coastal LP originally obtained the funds to make the Loans
from its working capital. The $80,000 used by Coastal LP to purchase 10,000,000
warrants to buy shares of Common Stock at an exercise price of $0.15 per share
(the "New Coastal Warrants") was obtained from its working capital."
Item 4. Purpose of Transaction.
Except as set forth below, the information set forth in Item 4 of
Amendment No. 8 is incorporated herein by reference.
"The purpose of the Company's issuance of an additional 26,639,482
shares of the Company's common stock to Coastal LP was to repay the Loans, plus
accrued interest, to eliminate the Company's outstanding obligations to Coastal
LP. In order to raise $80,000 additional capital, the Company issued the New
Coastal Warrants at $0.008 per warrant (based on a fairness opinion received
from independent investment advisors)."
Page 10 of 27 Pages
<PAGE>
Item 5. Interest in Securities of Issuer.
(a)-(b) Cole has the right to purchase 50,000 shares of Common Stock at
a price of $.15 per share under the Assigned Warrants. Cole also has the right
to purchase 50,000 shares of Common Stock at a price of $.20 per share under the
Issued Warrants. As described in Item 4 of Amendment No. 6, Cole has entered
into the Cole Voting Agreement which gives Coastal LP the right to direct Cole
in his voting of any shares of Common Stock he hereafter acquires by exercise of
the Cole Warrants. The number of shares of Common Stock beneficially owned by
Cole represents approximately 0.2% of the shares of Common Stock which would be
issued and outstanding upon exercise of the Cole Warrants.
Leibsker has the right to purchase 400,000 shares of Common Stock at a
price of $.18 per share under the "Old Leibsker Warrant." Leibsker also has the
right to purchase 75,000 shares of Common Stock at a price of $.20 per share
under the "New Leibsker Warrant" (with a right to purchase an additional 75,000
shares vesting on June 28, 1997). Leibsker also owns 51,030 shares of Common
Stock. Caffey has the right to purchase 50,000 shares of Common Stock at a price
of $.20 per share under the "New Caffey Warrant" (with a right to purchase up to
an additional 50,000 shares vesting on June 28, 1997). As described in Item 4 of
Amendment No. 5, Leibsker and Caffey have entered into a shareholders agreement
which gives Coastal LP the right to direct Leibsker and Caffey in their voting
of any shares of Common Stock they now own or hereafter acquire by exercise of
their respective warrants. The numbers of shares of Common Stock beneficially
owned by Leibsker and Caffey represent approximately 0.9% and 0.1%,
respectively, of the shares of Common Stock which would be issued and
outstanding upon exercise of the relevant warrants held by each of Leibsker and
Caffey, which include the Old Leibsker Warrant, the New Leibsker Warrant and the
New Caffey Warrant (collectively, the "Leibsker/Caffey Warrants").
Morris and Gan each have the right to purchase 150,000 shares of Common
Stock under their respective warrants (collectively, the "Morris/Gan Warrants").
Pursuant to a voting agreement entered into with Coastal LP, as described in
Item 4 of Amendment No. 4, Coastal LP has the right to direct Morris and Gan in
their voting of any shares they acquire by exercise of their respective
warrants. The number of shares of Common Stock beneficially owned by Morris and
Gan, after the exercise of their respective warrants, represents approximately
0.3% and 0.3%, respectively, of the shares of Common Stock which would then be
issued and outstanding.
Coastal LP has the right to purchase 10,000,000 shares of Common Stock
under the New Coastal Warrants, which are currently exercisable at $.15 per
share, and owns 50,114,423 shares of Common Stock. Coastal LP has the sole power
to vote or to direct the vote and the sole power to dispose or to direct the
disposition of the New Coastal Warrants and the Common Stock acquired upon
exercise of the New Coastal Warrants. Coastal LP has shared power to vote or
direct the vote of 51,030 shares of Common Stock now owned by Leibsker, 100,000
shares of Common Stock that may be acquired by Cole upon exercise of the Cole
Warrants, 525,000 shares of Common Stock that may be acquired by Leibsker and
Caffey upon exercise of the Leibsker/Caffey Warrants and 300,000 shares of
Common Stock that may be acquired by Morris and Gan upon exercise of the
Morris/Gan Warrants.
The number of shares of Common Stock beneficially owned by Coastal LP
represents approximately 91.7% of the shares of Common Stock which would be
issued and outstanding upon exercise of the Cole Warrants, the Leibsker/Caffey
Warrants, the Morris/Gan Warrants and the New Coastal Warrants.
Each of Coastal GP and Yang may, by virtue of their relationship to
Coastal LP, be deemed to own beneficially (as that term is defined in Rule 13d-3
of the Securities Exchange Act of 1934, as amended) and to share with Coastal LP
voting and dispositive power with respect to the New Coastal Warrants, the
10,000,000 shares of Common Stock issuable upon exercise of the New Coastal
Page 11 of 27 Pages
<PAGE>
Warrants and the 50,114,423 shares of Common Stock owned by Coastal LP. Each of
Coastal GP and Yang may be deemed to share voting power with respect to 51,030
shares of Common Stock now owned by Leibsker, 100,000 shares of Common Stock
that may be acquired by Cole upon exercise of the Cole Warrants, 525,000 shares
of Common Stock that may be acquired by Leibsker and Caffey upon exercise of the
Leibsker/Caffey Warrants and 300,000 shares of Common Stock that may be acquired
by Morris and Gan upon exercise of the Morris/Gan Warrants. The number of shares
of Common Stock beneficially owned by each of Coastal GP and Yang represents
approximately 91.7% of the shares of Common Stock which would be issued and
outstanding upon exercise of the Cole Warrants, the Leibsker/Caffey Warrants,
the Morris/Gan Warrants and the remaining Coastal Warrants.
(c) Except as described in Item 4 of this Amendment No. 9, no
transactions in the Common Stock or in other securities convertible into Common
Stock were effected in the past sixty days by any of the Filing Persons.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the Coastal
Warrants.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
The information set forth in Item 6 of Amendment No. 6 is incorporated
herein by reference.
Item 7. Material to be filed as Exhibits.
The following documents are filed as exhibits.
Exhibit A - Joint Filing Agreement Pursuant to Rule 13d-l(f).*
Exhibit B - Power of Attorney.*
Exhibit C - Warrant Purchase and Investor's Rights Agreement, dated as
of October 20, 1994, between Coastal Capital Partners, L.P.,
Belcor Inc. and Mark S. Isaacs.*
Exhibit D - Warrant to purchase 3,000,000 shares of common stock of
Belcor Inc., dated as of October 20, 1994.*
Exhibit E - Letter Agreement, dated October 20, 1994, by Coastal Capital
Partners, L.P. regarding finders fee arrangement with David
Fraser.*
Exhibit F - Letter Agreement, dated October 20, 1994, by Coastal
Capital Partners, L.P. regarding possible $100,000 secured
loan to Belcor Inc.*
Exhibit G - Agreement and Plan of Reorganization, dated as of December
1, 1993, between SilTex Resources, Incorporation and Belcor
Inc.*
Exhibit H - Termination Agreement, dated as of October 3, 1995, between
Rio Grande Mining Company and Belcor Inc.*
Exhibit I - Investors' Rights Agreement, dated as of October 3, 1995,
between Coastal Capital Partners, L.P., Belcor Inc., Rio
Grande Mining Company and certain other securityholders of
Belcor Inc.*
- --------
* Previously filed.
Page 12 of 27 Pages
<PAGE>
Exhibit J - Letter Agreement, dated September 28, 1995, between Coastal
Capital Partners, L.P., Belcor Inc., Rio Grande Mining
Company and D. Ross Hamilton.*
Exhibit K - Joint Filing Agreement Pursuant to Rule 13d-(f).*
Exhibit L - Power of Attorney.*
Exhibit M - Power of Attorney.*
Exhibit N - Warrant Purchase Agreement, dated as of November 10, 1995,
between Coastal Capital Partners, L.P. and Michael Y. Gan.*
Exhibit O - Warrant Purchase Agreement, dated as of November 10, 1995,
between Coastal Capital Partners, L.P. and Theresa C.
Morris.*
Exhibit P - Voting Agreement, dated as of November 10, 1995, between
Coastal Capital Partners, L.P., Michael Y. Gan and Theresa
C. Morris.*
Exhibit Q - Joint Filing Agreement Pursuant to Rule 13d-(f).*
Exhibit R - Power of Attorney.*
Exhibit S - Power of Attorney.*
Exhibit T - Amended and Restated Termination Agreement, dated as of June
26, 1996, between Rio Grande Mining Company and Belcor Inc.*
Exhibit U - Warrant to purchase 17,000,000 shares of common stock of Rio
Grande Mining Company, dated as of June 26, 1996.*
Exhibit V - Release, dated as of June 26, 1996, of Rio Grande Mining
Company in favor of Belcor Inc.*
Exhibit W - Deed Without Warranties, dated June 26, 1996, of Rio Grande
Mining Company in favor of Belcor Inc.*
Exhibit X - Release, dated as of June 26, 1996, of Belcor Inc. in favor
of Rio Grande Mining Company.*
Exhibit Y - Option to Purchase Agreement, dated as of June 26, 1996,
between Rio Grande Mining Company and Belcor Inc. *
Exhibit Z - Amended and Restated Investors' Rights Agreement, dated as
of June 26, 1996, between Coastal Capital Partners, L.P.,
Belcor Inc., Donald Leibsker and M. Douglas Caffey.*
Exhibit AA - Belcor Inc. Shareholders' Agreement, dated as of June 26,
1996, between Coastal Capital Partners, L.P., Donald
Leibsker and M. Douglas Caffey.*
- -------
* Previously filed.
Page 13 of 27 Pages
<PAGE>
Exhibit AB - Irrevocable Proxy of Belcor Inc., dated as of June 26, 1996,
in favor of Coastal Capital Partners, Inc. (acting on behalf
of and in its capacity as the general partner of Coastal
Capital Partners, L.P.).*
Exhibit AC - Letter Agreement, dated June 26, 1996, between Belcor Inc.
and M. Douglas Caffey.*
Exhibit AD - Joint Filing Agreement Pursuant to Rule 13d-(f).*
Exhibit AE - Power of Attorney.*
Exhibit AF - Letter Agreement, dated November 28, 1995, between Coastal
Capital Partners, L.P., Belcor Inc. and K. Glenn Cole.*
Exhibit AG - Voting Agreement, dated as of August 27, 1996, between
Coastal Capital Partners, L.P. and K. Glenn Cole.*
Exhibit AH - Stock Purchase Agreement, dated as of October 11, 1996,
between Coastal Capital Partners, L.P. and Rio Grande Mining
Company.*
Exhibit AI - Stock Purchase Agreement, dated as of October 11, 1996,
between Coastal Capital Partners, L.P. and Peter Galli.*
Exhibit AJ - Securities Purchase Agreement, dated as of October 11, 1996,
between Belcor Inc. and Coastal Capital Partners, L.P.*
Exhibit AK - Warrant Purchase Agreement, dated as of October 11, 1996,
between Rio Grande Mining Company and Belcor Inc.*
Exhibit AL - Agreement of Purchase and Sale of Real Property, dated as of
October 11, 1996, between Rio Grande Mining Company and
Belcor Inc.*
Exhibit AM - Letter to Belcor, Inc. from Westerly Partners, dated October
11, 1996, regarding the fairness of the proposed
Contribution Plan to the shareholders of Belcor, Inc. from a
financial point of view.*
Exhibit AN - Press Release, dated October 13, 1996, "Belcor Announces 80%
Ownership of Rio Grande Mining Company".*
Exhibit AO - Stock Purchase Agreement, dated as of September 28, 1998, by
and among Coastal Capital Partners, L.P., Silver Assets,
Inc. and Rio Grande Mining Company.
- --------
* Previously filed.
Page 14 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
COASTAL CAPITAL PARTNERS, L.P.
By: Coastal Capital Partners, Inc. as General Partner
By: /s/ Andrew K. Simpson
---------------------
Andrew K. Simpson
Chief Executive Officer
Page 15 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
COASTAL CAPITAL PARTNERS, INC.
By: /s/ Andrew K. Simpson
----------------------
Andrew K. Simpson
Chief Executive Officer
Page 16 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
By: /s/ Andrew K. Simpson
---------------------
Andrew K. Simpson, as
Attorney-in-fact for
Philip L. Yang, Jr.
Chairman of the Board and sole
shareholder Coastal Capital
Partners, Inc.
Page 17 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
By: /s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Michael Y. Gan
Page 18 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
By: /s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Theresa C. Morris
Page 19 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
By: /s/ Andrew K. Simpson
-----------------------
Andrew K. Simpson, as
Attorney-in-fact for
Donald M. Leibsker
Page 20 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
By: /s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
M. Douglas Caffey
Page 21 of 27 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 1998
By: /s/ Andrew K. Simpson
----------------------
Andrew K. Simpson, as
Attorney-in-fact for
K. Glenn Cole
Page 22 of 27 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
AO Stock Purchase Agreement, dated as of September 24
28, 1998, by and among Coastal Capital Partners,
L.P., Silver Assets, Inc. and Rio Grande Mining
Company.
Page 23 of 27 Pages
<PAGE>
EXHIBIT AO
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), by and between SILVER
ASSETS, INC., a California corporation ("Silver"), RIO GRANDE MINING COMPANY, a
Nevada corporation ("Rio") and COASTAL CAPITAL PARTNERS, L.P. ("Coastal"), shall
be effective as of the date set forth below, with reference to the following
facts:
R E C I T A L S
A. Coastal desires to acquire shares of Silver's Common Stock; and
B. Silver desires to acquire shares of Rio's Common Stock; and
C. Each of Silver and Rio are prepared to sell shares of their
respective Common Stock in accordance with the terms of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, the parties agree as follows:
1. AGREEMENT TO PURCHASE AND SELL
(a) Silver agrees to sell to Coastal and Coastal agrees to
purchase from Silver 26,639,482 shares of Silver Common Stock (the "Silver
Shares").
(b) Rio agrees to sell to Silver and Silver agrees to purchase
from Rio 7,675,917 shares of Rio Common Stock (the "Rio Shares").
2. PURCHASE PRICE
(a) Coastal shall advance cash to Silver or cancel obligations of
Silver for cash previously advanced aggregating $2,930,343 ($0.11 per share).
(b) Silver shall advance cash to Rio to Silver or cancel
obligations of Rio for cash previously advanced aggregating $997,869 ($0.13 per
share).
3. PAYMENT AND DELIVERY OF SHARES
The purchase price for the Silver Shares and Rio Shares shall be paid in
cash or cancellation of indebtedness for cash advanced upon execution of this
Agreement. Upon receipt of the payment, Silver and Rio shall each cause the
respective shares purchased to be issued in the name of Coastal or Rio, as
applicable.
4. REPRESENTATION AND WARRANTIES
Silver and Rio each represents and warrants that each of the
representations and warranties contained herein shall be true and correct as of
the date of execution hereof and will survive the consummation of the
transactions contemplated hereby and will continue to be true and correct for
three years from and after the closing.
(a) Silver and Rio are corporations duly organized, validly
existing and in good standing under the laws of the States of California and
Nevada, respectively, without limit as to the duration of existence. Silver and
Rio each have the corporate powers and adequate authority, rights and
Page 24 of 27 Pages
<PAGE>
franchises to own and lease their respective properties and carry on their
respective businesses as now conducted and are now or will from time to time
hereinafter promptly become and remain duly qualified and in good standing in
each state or other jurisdiction in which the character of the properties owned
by them therein or the conduct of their businesses makes such qualification
necessary or desirable; and Silver and Rio each have the corporate power and
adequate authority to enter into and perform this Agreement and to issue and
deliver the Silver Shares and Rio Shares.
(b) Neither the execution and delivery of this Agreement nor the
performance of any of the provisions of this Agreement is in contravention of or
in conflict with any law or regulation or any term or provision of Silver's or
Rio's Articles of Incorporation or Bylaws and is duly authorized and does not
require the consent or approval of any governmental body or other regulatory
authority. All corporate action and all necessary or appropriate approvals and
consents for the due execution and delivery of this Agreement, including the
issuance of the Silver Shares and Rio Shares, have been duly and validly
obtained or taken and this Agreement has been duly executed and delivered. No
right of any of Silver's and Rio's stockholders or creditors is legally impaired
or infringed upon by this Agreement. This Agreement constitutes a valid and
binding obligation of Silver and Rio, respectively, enforceable against them in
accordance with its terms.
(c) The issuance, sale and delivery of the Silver Shares and Rio
Shares has been duly authorized by all requisite action and each of the Silver
Shares and Rio Shares will be validly issued, outstanding, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof. None of the Silver Shares or Rio Shares is subject to any
restriction upon the transfer thereof under the terms of the respective Articles
of Incorporation or Bylaws of Silver or Rio.
(d) Coastal is the majority stockholder of Silver and is very
familiar with its business and operations as well as those of Rio, the majority
shares of which is owned by Silver.
(e) Silver's Common Stock is registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934. With a view to making available to
Coastal the benefits of Rule 144 promulgated under the Act (which term as used
herein includes the present Rule 144 and any other, additional, substitute,
supplemental or analogous rule or regulation of the SEC which may at any time
after one year permit Coastal to sell all or a portion of the Silver Shares to
the public without registration), Silver agrees to maintain its registration
under Section 12(g) or any other applicable section of the Securities Exchange
Act of 1934, as amended, and (i) to file with the SEC in a timely manner all
reports and other documents required to be filed by an issuer of securities
registered under the Securities Exchange Act of 1934, as amended, so as to
maintain the availability of Rule 144 to Coastal, notwithstanding that Silver
would not have to maintain such filing but for this provision of the Agreement;
(ii) at its expense, forthwith upon Coastal's request made no more often than
once a month, to deliver to Coastal a certificate, signed by Silver's principal
officers, stating (a) Silver's name, address and telephone number (including
area code); (b) Silver's Internal Revenue Service identification number; (c)
Silver's Securities and Exchange Commission file number; (d) the number of
shares of Common Stock outstanding as shown by the most recent report or
statement published by Silver; and (e) whether Silver has filed the reports
required to be filed under the Securities Exchange Act of 1934, as amended, for
a period of at least ninety (90) calendar days prior to the date of such
certificate and in addition, has filed the most recent annual report required to
be filed thereunder and such other or additional information as shall be
necessary to make available to Coastal the ability to offer and sell the Silver
Shares under Rule 144; and (iii) upon reasonable satisfaction of counsel for
Coastal that Rule 144 is being complied with, to deliver shares of Silver common
stock not bearing any legend restricting transfer for such shares, as may be
requested from time to time by Coastal after the passage of two (2) years.
Page 25 of 27 Pages
<PAGE>
5. ACQUISITION FOR INVESTMENT
The Silver Shares and Rio Shares delivered pursuant to this Agreement
are being acquired by Coastal and Silver, respectively for investment and not
with a view to or for sale in connection with any distribution thereof. Neither
Coastal nor Silver has any reason to anticipate any change in circumstances or
any other particular occasion or event which would cause Coastal or Silver to
distribute any of the Silver Shares or Rio Shares. The Silver Shares and Rio
Shares will contain the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED (OR OTHERWISE DISPOSED
OF) BY THE HOLDER UNLESS REGISTERED UNDER SAID ACT OR UNLESS IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER, THE TRANSFER QUALIFIES FOR AN EXEMPTION FROM
OR EXCEPTION TO THE REGISTRATION PROVISIONS THEREOF.
6. REVIEW OF DOCUMENTS
Coastal and Silver have each reviewed Silver's and Rio's financial
statements, articles of incorporation, bylaws, and its program for business.
Coastal and Silver have each met and conferred with Silver's and Rio's personnel
and have had an opportunity to ask Silver's and Rio's personnel all questions
Coastal and Silver deemed appropriate and have received responses to all
questions asked. Coastal and Silver acknowledge that the purchases of the Silver
Shares and Rio Shares are speculative.
7. ADDITIONAL PROVISIONS
(a) This Agreement shall be binding upon Silver and Rio and their
successors and assigns. This Agreement shall inure to the benefit of and be
binding upon Coastal, its successors and assigns, and except as otherwise
expressly provided in any particular provision hereof, any subsequent holders of
any Silver Shares or Rio Shares issued hereunder.
(b) All notices, demands and communications provided for herein
or made hereunder shall be delivered, or mailed first class with postage
prepaid, return receipt requested, or telegraphed, addressed in each case as
follows, until some other address shall have been designated in a written notice
given in like manner, and shall be deemed to have been given or made on the date
indicated on the return receipt that it has been accepted or rejected or on the
date of the telegraph, as the case may be:
If to Silver: Silver Assets, Inc.
P. O. Box 199
Sonoma, CA 95476
If to Rio: Rio Grande Mining Company
P.O. Box 199
Sonoma, CA 95476
If to Coastal: Coastal Capital Partners, L.P.
101 Morgan Lane, #1
Plainsboro, NJ 08536
Page 26 of 27 Pages
<PAGE>
(c) No delay on the part of Coastal, Silver or Rio in exercising
any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege. The rights and remedies provided in this Agreement are cumulative and
are in addition to all rights or remedies which Coastal, Silver or Rio otherwise
may have in law or in equity or by statute or otherwise. Without limiting the
generality of the foregoing, nothing in this Agreement shall be deemed to
preclude or be in lieu of any right or remedy that Coastal, Silver or Rio may
have in law or in equity or by statute or otherwise against the other or any
other person based upon any fraud.
(d) This Agreement may not be changed or amended orally, and no
waiver hereunder may be oral, but any change or amendment hereto or any waiver
hereunder must be in writing and signed by the party or parties against whom
such change, amendment or waiver is sought to be enforced.
(e) This Agreement contains the entire agreement between Coastal
and Silver and between Silver and Rio with respect to the transaction
contemplated herein; and none of the parties shall be bound by nor shall be
deemed to have made any representations and/or warranties except those contained
herein and therein.
(f) If any provision of this Agreement is held for any reason to
be unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall, nevertheless, remain in full force and effect in such
jurisdiction.
(g) The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in this construction or
interpretation of this Agreement.
(h) This Agreement is made in the State of California and shall
be governed by and construed in accordance with the laws of said State.
(i) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
Executed at Sonoma, California this 28th day of September, 1998.
COASTAL CAPITAL PARTNERS, L.P. SILVER ASSETS, INC.
By: Costal Capital Partners, Inc.,
General Partner
By: /s/ Theresa C. Morris By: /s/ Andrew Simpson
---------------------- -------------------
Theresa C. Morris, Andrew Simpson, President
Secretary/Treasurer
RIO GRANDE MINING COMPANY
By: /s/ Andrew Simpson
--------------------
Andrew Simpson, President
Page 27 of 27 Pages
