-----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, F3Va3T/3hxiDChr1yqc0rA9K+Gr0KnhGk9MTNexBuCn7RFonDm1CeNJIqjyK5gst dEsYy5y5ATbH+95/SWdE1w== 0000950136-01-000312.txt : 20010223 0000950136-01-000312.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950136-01-000312 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREND MINING CO CENTRAL INDEX KEY: 0001115954 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 810304651 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59667 FILM NUMBER: 1541363 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/A 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/A 1 0001.txt AMENDMENT TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* 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) December 21, 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. [ ] * 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 13,142,349 Beneficially ------------------------------------------------------------ Owned by 8. Shared Voting Power 0 Each ------------------------------------------------------------ Reporting 9. Sole Dispositive Power 13,142,349 Person With ------------------------------------------------------------ 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 13,142,349 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 50.11% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Schedule 13D filed on October 4, 2000 (the "Schedule 13D") by the undersigned relating to the shares of common stock, no par value per share (the "Common Stock"), of Trend Mining Company (the "Company"). Unless indicated otherwise, all defined terms used herein shall have the respective meanings ascribed to them in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: The Company has entered into loan agreements with Electrum under which the Company has borrowed $285,000 to fund certain expenses. Electrum may elect to be repaid the total amounts outstanding under the loans in "units" of the Company securities, at the rate of one unit per each dollar owed. Each unit would consist of one share of Common Stock and a warrant to purchase one share of Common Stock at $1.50 per share. Therefore, Electrum has the right to receive 285,000 shares of Common Stock and warrants to purchase 285,000 shares of Common Stock within 60 days of the date hereof. As a condition to the loans, if they were not repaid by February 1, 2001, the Company would issue Electrum a warrant to purchase 285,000 shares of Common Stock. The loans were not repaid by February 1, 2001. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Mr. Kaplan has agreed to support the Company's proposal to reincorporate in the State of Delaware, which is being proposed at the Company's Annual Meeting of Shareholders on February 23, 2001 and requires an affirmative vote of two-thirds of the votes entitled to vote to approve the proposal. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Paragraphs (a) - (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entireties as follows: (a) As of February 1, 2001, Mr. Kaplan beneficially owned 13,142,349 shares of Common Stock of the Company, consisting of 5,307,588 shares of Common Stock and warrants to purchase 7,264,761 shares of Common Stock exercisable within 60 days hereof, and the right to acquire within 60 days 285,000 shares of Common Stock and warrants to purchase 285,000 shares of Common Stock exercisable within 60 days hereof. (b) Mr. Kaplan has the sole power to vote or to direct the vote of 13,142,349 shares and has the sole power to dispose of 13,142,349 shares. (c) The following transactions in the Company's securities were effected by Mr. Kaplan during the past 60 days: Transaction Date Quantity ----------- ---- -------- Disposition of shares of Common Stock November 10, 2000 1,000,000 shares Disposition of warrants to purchase shares of Common Stock November 10, 2000 250,000 shares Disposition of shares of Common Stock December 21, 2000 1,000,000 shares Disposition of warrants to purchase shares of Common Stock December 21, 2000 250,000 shares Acquired a warrant to purchase shares of Common Stock February 1, 2001 285,000 shares ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: In November 2000, the Company entered into an agreement with Electrum under which the Company has borrowed $135,000 to fund certain expenses. The loan bears interest at the annual rate of 5% and is due upon the earlier to occur of the closing of a public or private debt or equity financing or December 1, 2005. In December 2000, the Company entered into an agreement with Electrum under which the Company has the right to borrow up to $250,000 to fund operating costs. The loan obtained under this agreement bears interest at the annual rate of 8%, payable semi-annually in arrears, and is due upon the earlier to occur of the closing of a public or private debt or equity financing or June 30, 2001. The Company has currently borrowed a total of $285,000 under the loans. Under the loans, if such loans were not repaid in full on or before February 1, 2001, the Company is required to grant to Electrum or its assigns warrants to purchase 285,000 shares of Common Stock at $1.50 per share, exercisable through September 30, 2003. The loans were not paid back by such date. Electrum may also elect to be repaid the total amounts outstanding under both loans in "units" of Company securities, at the rate of one unit per each dollar owed. Each unit would consist of one share of Common Stock and a warrant to purchase one share of Common Stock at $1.50 per share, exercisable through September 30, 2003. Electrum has agreed that at least $100,000 of the November 2000 loan will be repaid in units. Following the Company's reincorporation in Delaware, which is subject to shareholder approval, the Company will issue to Mr. Kaplan, in a private placement, one share of the Company's Series A Preferred Stock. The terms of the Series A Preferred Stock would provide that each issuance by the Company of Common Stock, preferred stock, options, warrants or other equity securities would require the written consent of Mr. Kaplan or the then current holder of the share of Series A Preferred Stock. Under certain circumstances, Mr. Kaplan may be permitted to sell, transfer or assign to Electrum, which beneficially owns approximately 23 percent of the Company's outstanding Common Stock, and/or Asher Edelman, who beneficially owns approximately 25 percent of the Company's outstanding Common Stock, the share of Series A Preferred Stock. In exchange for the issue of the Series A Preferred Stock, Mr. Kaplan and Mr. Edelman have agreed not to oppose, when presented at the Company's Annual Meeting of Shareholders, the proposed reincorporation in Delaware. EXHIBIT INDEX NO. DESCRIPTION OF EXHIBIT - --- ---------------------- 1 Voting Trust Agreement, dated March 31, 2000, between Mr. Kaplan and Electrum LLC, previously filed. 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. Feb. 13, 2001 - -------------------------------------------------------------------------------- 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) -----END PRIVACY-ENHANCED MESSAGE-----