-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7HhEE9XsSCSs9T51rlTn3MS9nNUY1bzK+NlGnWat3GaxKJz9RQZITfytLaSpMkN Ol8r5BBZspYkM1h7I9A2Ig== /in/edgar/work/0000950136-00-001391/0000950136-00-001391.txt : 20001005 0000950136-00-001391.hdr.sgml : 20001005 ACCESSION NUMBER: 0000950136-00-001391 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREND MINING CO CENTRAL INDEX KEY: 0001115954 STANDARD INDUSTRIAL CLASSIFICATION: [1000 ] IRS NUMBER: 810304651 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59667 FILM NUMBER: 735021 BUSINESS ADDRESS: STREET 1: 410 SHERMAN AVE STREET 2: STE 209 CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 2086648095 MAIL ADDRESS: STREET 1: 410 SHERMAN AVENUE STREET 2: SUITE 209 CITY: COEUR D'ALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAPLAN THOMAS SCOTT CENTRAL INDEX KEY: 0001124803 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 154 WEST 18TH STREEET APT 8C CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2129408800 MAIL ADDRESS: STREET 1: 154 WEST 18TH STREET APT 8C CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D 1 0001.txt SCHEDULE 13D =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 TREND MINING COMPANY (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) (CUSIP Number) Thomas S. Kaplan c/o William Natbony, Esq. Rosenman & Collin LLP 575 Madison Avenue New York, NY 10022-2585 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). THOMAS SCOTT KAPLAN - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions: (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC Use Only: - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions: AF - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ] - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: U.S.A. - ------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power 14,787,349 Beneficially Owned by 8. Shared Voting Power 0 Each Reporting 9. Sole Dispositive Power 14,787,349 Person With 10. Shared Dispositive Power 0 - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 14,787,349 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 57.84% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN ITEM 1. SECURITY AND ISSUER This Schedule 13D ("Schedule") relates to the common stock, no per value, of Trend Mining Company, a Montana corporation (the "Company"). The principal office of the Company is 410 Sherman Avenue, Suite 209, Coeur d'Alene, Idaho 83814. ITEM 2. IDENTITY AND BACKGROUND This Schedule is being filed on behalf of Mr. Thomas Kaplan, the sole shareholder of Tigris Financial Group Ltd. ("Tigris") and voting trustee for securities owned by Electrum LLC ("Electrum"), relating to shares of common stock and warrants to purchase shares of common stock exercisable within 60 days of the Company. This Schedule relates to shares of common stock and warrants owned by Tigris and Electrum. The principal address for Mr. Kaplan is 154 West 18th Street, Apt. 8C, New York, NY 10011. The principal occupation of Mr. Kaplan is the chairman and chief executive officer of Apex Silver Mines Limited, a publicly traded company that searches for silver deposits. Mr. Kaplan has not been convicted in a criminal proceeding during the last five years. Mr. Kaplan is not and during the past five years was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result thereof, subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 29, 1999, Tigris purchased 1,000,000 shares of common stock for $100,000 and was granted an option to purchase additional shares of common stock and a right to purchase a warrant to purchase share of common stock. Tigris assigned its options and right to purchase a warrant to Electrum. Electrum acquired 6,307,588 shares upon the exercise of options for an aggregate option price of approximately $690,000, and made a payment of $10,000 to acquire a warrant to purchase 7,479,761 shares of common stock. On March 31, 2000, Mr. Kaplan and Electrum entered into a Voting Trust Agreement, providing Mr. Kaplan with sole power to vote and dispose of the Company securities owned by Electrum. ITEM 4. PURPOSE OF TRANSACTION Mr. Kaplan has no any present plans or proposals which would result in any of the following: (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer, other than the exercise of the warrants described above; (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure; (g) any change in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. Mr. Kaplan intends to support the Company's proposal to reincorporate in the State of Delaware, when such proposal is brought to a vote of the shareholders of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of September 25, 2000, Mr. Kaplan beneficially owned 14,787,349 shares of common stock of the Company, consisting of 6,307,588 shares of common stock and warrants to purchase 7,479,761 shares of common stock exercisable within 60 days hereof. (b) Mr. Kaplan has the sole power to vote or to direct the vote of 14,787,349 shares and has the sole power to dispose of 14,787,349 shares. (c) The following transactions of the Company's securities were effectuated by Mr. Kaplan during the past 60 days:
Transaction Date Quantity Purchase Price ----------- ---- -------- -------------- Acquisition of shares upon the exercise of options September 22, 2000 210,000 shares $0.115
(d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Voting Trust Agreement, dated March 31, 2000, between Mr. Kaplan and Electrum LLC SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. October 3, 2000 - ------------------------------------------------------------------------------- Date: /s/ Thomas S. Kaplan - ------------------------------------------------------------------------------- Signature Thomas S. Kaplan - -------------------------------------------------------------------------------- Name/Title ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EX-1 2 0002.txt VOTING TRUST AGREEMENT VOTING TRUST AGREEMENT, entered into as of the 31st day of March, 2000 (this "Agreement"), between THOMAS KAPLAN, with an address c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022-2585, Attn.: William Natbony, Esq., as Trustee (hereinafter the "Trustee"), and ELECTRUM LLC, a limited liability company incorporated and existing under the laws of the Cayman Islands (hereinafter the "Beneficiary"), with an address c/o Arthur D. Hanna & Co., No. 10 Deveaux Street, P.O. Box N-4877, Nassau, Bahamas, Attn.: David Sean Hanna, Esq. W I T N E S S E T H : WHEREAS, the Beneficiary is the holder of THREE MILLION FIVE HUNDRED THOUSAND (3,500,000) common shares, par value $0.01 per share (each a "Share" and collectively the "Shares") of Trend Mining Limited, a Montana corporation (the "Company"); and WHEREAS, in order to vest in the Trustee the sole right to vote the Shares and all investment authority and power with respect to the Shares, the Beneficiary is willing to deposit the Shares owned by it with the Trustee under this Agreement for the period commencing on the date hereof and ending upon the termination of this Agreement in accordance with its terms. NOW, THEREFORE, the parties hereto agree as follows: 1. DELIVERY TO TRUSTEE OF CERTIFICATES FOR SHARES. Simultaneously with the execution and delivery of this Agreement, the Beneficiary shall deliver to the Trustee certificates representing an aggregate of THREE MILLION FIVE HUNDRED THOUSAND (3,500,000) Shares, representing all of the Shares held by the Beneficiary, endorsed in blank or accompanied by duly completed instruments of share transfer executed by the Beneficiary. Immediately subsequent to the execution and delivery of this Agreement and such instruments of share transfer, the Trustee shall deliver a copy of this Agreement to the Company, shall surrender to the Company said certificates and instruments of share transfer, and the Trustee and Beneficiary shall take all further necessary or appropriate actions to cause the Directors to enter the name of the Trustee in the register of Shareholders in respect thereof and to cancel said certificates and to issue to the Trustee a new certificate, representing THREE MILLION FIVE HUNDRED THOUSAND (3,500,000) Shares, in the name of the Trustee. Said new certificate shall be held by the Trustee, in trust, for the benefit of the Beneficiary and the heirs, executors, successors and/or assigns of the Beneficiary (each sometimes hereinafter referred to as a "Beneficiary"), subject to the terms and conditions hereinafter set forth. 2. DELIVERY TO TRUSTEE OF CERTIFICATES FOR ADDITIONAL SHARES. Any and all certificates for additional shares of the Company issued to the Beneficiary while it is the Beneficiary under this Agreement, including without limitation shares acquired by Beneficiary pursuant to warrant, shall be in like manner endorsed and delivered to the Trustee together with a duly completed and executed form of share transfer to be held by him subject to the terms and conditions hereof. All such additional shares shall be deemed to be "Shares" for all purposes of this Agreement. 3. DELIVERY OF TRUSTEE'S CERTIFICATES. Upon the delivery to the Trustee of the certificates and forms of share transfer referred to in paragraph 1 hereof, the Trustee shall deliver to the Beneficiary a certificate (the "Trustee's Certificate") for the number of Shares delivered to the Trustee by the Beneficiary, substantially in the form hereinafter set forth. Upon each receipt of certificates for additional shares issued to a Beneficiary, the Trustee shall deliver to such Beneficiary a Trustee's Certificate for the number of shares so deposited, substantially in the form hereinafter set forth. The Trustee's Certificate (the terms and provisions of which are a part of this Agreement) shall be substantially in the following form: TRUSTEE'S CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of Thomas Kaplan, Trustee, evidencing the ownership of _______ shares of a nominal or par value of $0.01 each of Trend Mining Company, a Montana corporation (the "Shares"), and that the Shares are held subject to all the terms and conditions of that certain Agreement (the "Voting Trust Agreement"), as of March 31, 2000, by and between Electrum LLC and Thomas Kaplan, as Trustee. During the term of the Voting Trust Agreement, the Trustee shall, as provided in the Voting Trust Agreement, possess and be entitled to exercise the right to vote and otherwise represent all of the Shares for all purposes, and to exercise all investment authority and power with respect to all of the Shares for all purposes, it being agreed that no voting right and no investment authority or power shall pass to the holder hereof by virtue of the ownership of this Certificate. This Certificate is assignable with the right to issuance of a new certificate of like tenor only upon the surrender to the Trustee of this certificate properly endorsed. Upon the termination of the Voting Trust Agreement, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to the holder hereof of a certificate representing the Shares not sold or otherwise disposed of by the Trustee pursuant to the Voting Trust Agreement. IN WITNESS WHEREOF, the undersigned has executed this Certificate this ____ day of _______________, ____. ---------------------- Thomas Kaplan, Trustee Each Trustee's Certificate may be transferred by endorsement by the person to whom issued, or by his, her or its attorney-in-fact, or by the administrator or executor of his, her or its estate, by delivery of such Trustee's Certificate so endorsed to the Trustee; but such transfer shall not be evidence to or be binding upon the Trustee until such Trustee's Certificate is surrendered to the Trustee and the transfer is entered upon the "Trustee's Certificate Book," which shall be kept by the Trustee to show the names of the parties by whom and to whom transferred, the numbers of the certificates, the number of shares and the date of transfer. No new Trustee's 2 Certificate shall be issued until the Trustee's Certificate for the shares represented thereby shall have been surrendered to and cancelled by the Trustee, and the Trustee shall preserve the certificates so cancelled as vouchers. In case any Trustee's Certificate shall be claimed to be lost or destroyed, a new Trustee's Certificate may be issued in lieu thereof, upon such proof of loss as may be required by the Trustee. 4. VOTING AND INVESTMENT AUTHORITY AND POWER OF TRUSTEE. (a) During the term of this Agreement, the Trustee shall have the sole and exclusive voting and investment authority and power with respect to the Shares held by the Trustee hereunder. The Trustee shall have the power to vote the Shares held by the Trustee at all regular and special meetings of the shareholders of the Company and may vote for, do or assent or consent to and shall have all the powers, rights and privileges of a shareholder of the Company. (b) The Trustee may vote in person or by proxy, and a proxy in writing signed by the Trustee shall be sufficient authority to the person named therein to vote all the Shares held by the Trustee hereunder at any meeting, regular or special, of the shareholders of the Company. (c) The Trustee shall have complete investment authority and power with respect to the Shares held by the Trustee hereunder, including, without limitation, the authority and power to sell or otherwise dispose of any or all of the Shares on such terms and subject to such conditions, as the Trustee in his sole discretion shall deem appropriate. The Beneficiary and each holder of Trustee's Certificates hereby appoints the Trustee as his, her or its attorney-in-fact to execute any documents or instruments necessary (in the determination of the Trustee) to effect such sale or disposition. Without limiting the foregoing, each holder of Trustee's Certificates hereby agrees, following written notification from the Trustee of any such contemplated sale or other disposition of Shares, to surrender to the Trustee at the time and place indicated in such notice, his, her or its Trustee's Certificates. The Trustee, promptly following the closing of any such sale or other disposition of Shares, shall issue and deliver to each such holder of Trustee's Certificates: (a) a replacement Trustee's Certificate, reflecting such holder's pro rata interest in the unsold Shares, as shown on the books of the Trustee, and (b) such holder's pro rata interest in the net proceeds of any such sale or other disposition of Shares (after deduction of expenses incurred in connection with such sale or other disposition), as shown on the books of the Trustee. Upon such surrender of such Trustee's Certificates, and such payment of such net proceeds, this Agreement shall terminate as to the shares so sold or otherwise disposed of. 5. DISTRIBUTION OF CASH DIVIDENDS. (a) The Trustee shall distribute directly any cash dividends or distributions declared and paid on the Shares deposited hereunder (other than dividends or distributions made in the form of voting securities of the Company) to the holders of Trustee's Certificates in proportion to their respective interests therein as shown on the books of the Trustee, such distribution to be equivalent to the dividends or distribution which each respective holder would have been entitled to receive had the Shares not been deposited hereunder. 3 (b) The Trustee shall receive and hold, subject to the terms of this Agreement, any voting securities of the Company issued in respect thereof by reason of any dividend, distribution, capital reorganization, stock split, combination or the like and shall issue and deliver Trustee's Certificates therefor to the holders of the Trustee's Certificates in proportion to their respective interests therein as shown on the books of the Trustee. 6. TERM OF AGREEMENT. This Agreement and the trust hereby created shall terminate on March 31, 2001. Until termination in accordance with the terms of this Agreement, neither this Agreement nor the trust hereby created shall be revocable or amendable, in whole or in part, except as provided in Section 12, below. 7. LIABILITY FOR WILLFUL MISCONDUCT. The Trustee shall not be liable for any error of judgment or mistake of fact or law, or for any act or omission undertaken in good faith in connection with his powers and duties under this Agreement, except for his own willful misconduct or gross negligence. The Trustee shall not be liable for acts or omissions of any employee or agent of the Company. The Trustee shall not be liable for acting in reliance on any notice, request, consent, certificate, instruction, or other paper or document or signature believed to be genuine and to have been signed by the proper party or parties. The Trustee may consult with legal and other counsel of his choosing, and any act or omission undertaken by the Trustee in good faith in accordance with the opinion of legal or other counsel shall be binding and conclusive on the parties to this Agreement. 8. BINDING AGREEMENT. Every registered holder of a Trustee's Certificate, and every bearer of a Trustee's Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof, shall be deemed conclusively for all purposes to have assented to this Agreement and to all of its terms, conditions and provisions and shall be bound thereby with the same force and effect as if such holder or bearer had executed this Agreement. Without limiting the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, administrators, successors and assigns. 9. SEVERABILITY. The invalidity of any term or provision of this Agreement shall not affect the validity of the remainder of this Agreement. 10. GOVERNING LAW. Regardless of the place of execution, delivery, performance or any other aspect of this Agreement, this Agreement and all of the rights of the parties under this Agreement shall be governed by, construed under and enforced in accordance with the substantive law of the State of Montana without regard to conflicts of law principles. 11. NO WAIVER. No waiver of any covenant or condition or the breach of any covenant or condition of this Agreement shall be deemed to constitute a waiver of any subsequent breach of such covenant or condition nor justify or authorize a nonobservance upon any occasion of such covenant or condition or any other covenant or condition of this Agreement. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter thereof, and shall not be modified or amended except in a writing executed by both of the parties hereto. 4 IN WITNESS WHEREOF, the Trustee and the Beneficiary have executed this Agreement as of the date set forth above. ------------------------------------ Thomas Kaplan, as Trustee ELECTRUM LLC By: --------------------------------- President -----END PRIVACY-ENHANCED MESSAGE-----