-----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, GX85kWOlvL7/KN4eKWjnjSVVu6pOJ7Zb4Z+smF6fAf8uHbsUV3JmyXEYBY4oDIiW JJH3/vSxRF4EwECw32N+uA== 0001193805-03-001117.txt : 20031121 0001193805-03-001117.hdr.sgml : 20031121 20031121170657 ACCESSION NUMBER: 0001193805-03-001117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031121 GROUP MEMBERS: DAFNA KAPLAN 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59667 FILM NUMBER: 031018834 BUSINESS ADDRESS: STREET 1: 401 FRONT AVENUE STREET 2: SUITE 1 CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 2086648095 MAIL ADDRESS: STREET 1: 410 FRONT AVENUE, SUITE 1 STREET 2: SUITE 1 CITY: COEUR D'ALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAPLAN THOMAS SCOTT CENTRAL INDEX KEY: 0001124803 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 e300779_sc13d-trend.txt AMENDMENT NO.3 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* TREND MINING COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) - -------------------------------------------------------------------------------- (CUSIP Number) Mr. Thomas S. Kaplan Mrs. Dafna Kaplan c/o William Natbony, Esq. Katten Muchin Zavis Rosenman 575 Madison Avenue New York, NY 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 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 NAME 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) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS): PF, AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 16,631,713 (comprised of 1,000,000 shares owned by Tigris Financial Group Ltd., 13,937,249 shares owned by Electrum LLC and 1,694,464 shares held by LCM Holdings LDC) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 16,631,713 (comprised of 1,000,000 shares owned by Tigris WITH Financial Group Ltd., 13,937,249 shares owned by Electrum LLC and 1,694,464 shares held by LCM Holdings LDC) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,631,713 (comprised of 1,000,000 shares owned by Tigris Financial Group Ltd., 13,937,249 shares owned by Electrum LLC and 1,694,464 shares held by LCM Holdings LDC) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- CUSIP No. - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dafna Kaplan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS): n/a - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- This Amendment No. 3 amends and restates, except with respect to Item 5(c), the statement on Schedule 13D (the "Schedule 13D") filed on October 4, 2000, by Thomas Scott Kaplan, as amended by Amendment No. 1 filed on February 14, 2001 and Amendment No. 2 filed on May 23, 2001, relating to shares of Common Stock, par value $0.01 per share ("Common Stock") of Trend Mining Company (the "Company"). The purpose of this Amendment No. 3 is to add Dafna Kaplan, Mr. Kaplan's wife, as a reporting person, to report shares of Common Stock that were previously beneficially owned by Mrs. Kaplan, and to reflect that, during the period that Mrs. Kaplan beneficially owned shares of Common Stock, Mr. and Mrs. Kaplan may have been deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Item 2. Identity and Background Item 2 is hereby amended and restated to read as follows: (a) This Statement is being filed on behalf of (i) Mr. Thomas Kaplan, as the sole stockholder of Tigris Financial Group Limited ("Tigris") and voting trustee for securities held by each of Electrum LLC ("Electrum") and LCM Holdings LDC ("LCM"), pursuant to Voting Trust Agreements (the "Voting Trust Agreements"), and (ii) Dafna Kaplan, with respect to shares of the Common Stock and warrants to purchase shares of Common Stock held by LCM, securities that were deemed to be beneficially owned by Mrs. Kaplan under Section 13(d) of the Exchange Act until August 27, 2003. Mr. and Mrs. Kaplan are collectively referred to herein as the "Reporting Persons." The Reporting Persons are making a group filing because, due to the relationships between them, the Reporting Persons may have been deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act. (b) The address of the principal business and principal office of Thomas S. Kaplan is Ch. des Moulins 53, 1936 Verbier, Switzerland. Mrs. Kaplan's principal business address is Ch. des Moulins 53, 1936 Verbier, Switzerland. (c) The principal business of each of Electrum, Resources and LCM is that of a holding company for securities. Mr. Kaplan's principal occupation is investor. Mrs. Kaplan's principal occupation is that of homemaker. (d) The Reporting Persons have not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decrees 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 thereto. (f) Mr. Kaplan is a citizen of the United States. Mrs. Kaplan is a citizen of Israel. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and restated to read as follows: The aggregate amount of funds used to purchase the shares of Common Stock held by Tigris is $100,000. The source of funds used by Tigris was personal funds of Mr. Kaplan. In March 2000, Electrum acquired 6,307,588 shares upon the exercise of options and acquired a warrant to purchase 7,479,761 shares of common stock for an aggregate of $700,000. Additionally, Electrum has lent $670,000 to the Company, and has the right to convert the principal amount of such loans into an aggregate of 1,340,000 shares and 1,340,000 Common Stock purchase warrants. Electrum has also been granted 670,000 warrants in connection with the loans. The source of funds used by Electrum in such transactions was working capital. In September 2000, LCM acquired 890,174 shares of Common Stock upon the exercise of options for an aggregate exercise price of $102,370. During 2001 and 2002, LCM lent $232,858 to the Company, and has the right to convert the principal amount of such loans into an aggregate of 465,716 shares and 465,716 warrants. LCM has also been granted 232,858 warrants in connection with the loans. The source of funds used by LCM in such transactions was working capital. Item 4. Purpose of Transaction Item 4 is hereby amended and restated to read as follows: The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. Depending upon market conditions and other factors the Reporting Persons may deem material to their respective investment decisions, the Reporting Persons may acquire additional securities of the Company in the open market or in private transactions, or may dispose of all or a portion of the securities of the Company that the Reporting Persons currently beneficially own or hereafter may acquire. Except as otherwise set forth herein, neither of the Reporting Persons has any plans or proposals which relate to, or could result, in any of the matters referred to in Paragraphs (b) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons intend to periodically evaluate the performance of the Company and of the Company's management as well as market conditions and other factors which the Reporting Persons deem relevant to their investment, and, in connection therewith, the Reporting Persons reserve the right to take any actions which could relate to, or result in, any of the matters referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D. Any change in the plans or proposals of the Reporting Persons would be reported promptly in accordance with the provisions of the Exchange Act and the rules promulgated thereunder. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read as follows: (a) As of November 20, 2003, Mr. Kaplan beneficially owns 16,631,713 shares of Common Stock, comprised of: (i) An aggregate of 13,937,249 shares held by Electrum consisting of (1) 4,307,488 shares of Common Stock held outright; (2) 6,949,761 shares underlying Common Stock purchase warrants which are excercisable at an exercise price of $0.40 per share) and (3) 1,340,000 shares of Common Stock and 1,340,000 shares underlying warrants which are exercisable at an exercise price of $1 per share), which shares and warrants are issuable to Electrum upon conversion of convertible debt held by Electrum. As sole voting trustee pursuant to a voting trust agreement with Electrum, Mr. Kaplan is deemed to beneficially own the foregoing securities for purposes of Section 13(d) of the Exchange Act; (ii) 1,000,000 shares of Common Stock held by Tigris. As the sole stockholder of Tigris, Mr. Kaplan may be deemed to beneficially own such shares for purposes of Section 13(d) of the Exchange Act; (iii) An aggregate of 1,694,464 shares held by LCM consisting of (1) 530,174 shares of Common Stock; (2) 232,858 shares of Common Stock underlying Common Stock purchase warrants which are exercisable at an exercise price of $1 per share; and (3) 465,716 shares of Common Stock and an additional 465,716 shares of Common Stock underlying Common Stock purchase warrants which are exercisable at an exercise price of $1 per share), which shares and warrants are issuable to LCM upon conversion of convertible debt held by LCM. As sole voting trustee pursuant to a voting trust agreement with LCM, Mr. Kaplan is deemed to beneficially own the foregoing securities for purposes of Section 13(d) of the Exchange Act. Based upon 30,163,874 shares of Common Stock outstanding as of June 30, 2003, the foregoing shares of Common Stock that may be deemed to be beneficially owned by the Mr. Kaplan , in the aggregate, constitute approximately 40.6% of the shares of Common Stock outstanding (assuming conversion of all warrants, convertible debt and warrants underlying convertible debt beneficially owned by Mr. Kaplan). On August 27, 2003, (i) Mrs. Kaplan transferred all of the capital stock of LCM to the Mare Toledo Trust (the "Trust') and (ii) LCM entered into a voting trust agreement with LCM. Accordingly, as of August 27, 2003, Mrs. Kaplan no longer beneficially owns any shares of Common Stock. Until August 27, 2003, as the sole owner of LCM, Mrs. Kaplan beneficially owned the shares held by LCM. (b) Mr. Kaplan has the sole power to vote or direct the vote and sole power to dispose of the shares that are held by Tigris, Electrum and LCM, except that, until August 27, 2003, Mrs. Kaplan held such sole power with respect to the shares held by LCM. See Item 5(a) above. (c) Set forth below are all transactions of the Reporting Persons reportable under Section 5(c) of Schedule 13D not previously reported in the Schedule 13D. All transactions reported below were effected by the Reporting Persons through Electrum and LCM. Except as indicated otherwise, all such transactions were with the Company.
- ----------------------------------------------------------------------------------------------------------------------- Electrum Transactions - --------------------- - ----------------------------------------------------------------------------------------------------------------------- Transaction Date Quantity Consideration - ----------- ---- -------- ------------- - ----------------------------------------------------------------------------------------------------------------------- Acquired warrants to purchase shares of Common Stock July 1, 2001 185,000 shares Paragraph 8 of Item 6, below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common July 3, 2001 28,000 shares Paragraph 7 of Item 6, Stock below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase July 3, 2001 28,000 shares Paragraph 7 of Item 6, shares of Common Stock below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Disposed of warrants to purchase shares of Common October 26, 2001 250,000 shares Advisory services rendered. Stock to a third party. - ----------------------------------------------------------------------------------------------------------------------- Disposed of warrants to purchase shares of Common October 26, 2001 250,000 shares Advisory services rendered. Stock to a third party. - ----------------------------------------------------------------------------------------------------------------------- Acquired warrants to purchase shares of Common Stock January 30, 2002 150,000 shares Paragraph 9(a) of Item 6, below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common January 30, 2002 300,000 shares Paragraph 9(b) of Item 6, Stock below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase January 30, 2002 300,000 shares Paragraph 9(b) of Item 6, shares of Common Stock below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common Stock January 30, 2002 624,000 shares Paragraph 9(c) of Item 6, below, is incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase January 30, 2002 624,000 shares Paragraph 9(c) of Item 6, shares of Common Stock below, is incorporated by reference herein. - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- LCM Transactions: - ----------------- - ----------------------------------------------------------------------------------------------------------------------- Transaction Date Quantity Consideration - ----------- ---- -------- ------------- - ----------------------------------------------------------------------------------------------------------------------- Acquired shares of Common Stock September 22, 890,174 shares $.115 per share 2000 - ----------------------------------------------------------------------------------------------------------------------- Sold shares of Common Stock October 17, 2001 180,000 shares $0.6833 per share - ----------------------------------------------------------------------------------------------------------------------- Acquired warrants to purchase shares of Common Stock October 26, 2001 119,445 shares Paragraph 10 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common October 26, 2001 95,556 shares Paragraph 10 of Item 6, Stock below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase October 26, 2001 95,556 shares Paragraph 10 of Item 6, shares of Common Stock below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common Stock January 30, 2002 143,334 shares Paragraph 11 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase January 30, 2002 143,334 shares Paragraph 11 of Item 6, shares of Common Stock below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Sold shares of Common Stock May 3, 2002 180,000 shares $0.64 per share - ----------------------------------------------------------------------------------------------------------------------- Acquired warrants to Purchase shares of Common Stock May 7, 2002 60,000 shares Paragraph 12 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common Stock May 7, 2002 120,000 shares Paragraph 12 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase May 7, 2002 120,000 shares Paragraph 12 of Item 6, shares of Common Stock below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired warrants to Purchase shares of Common Stock May 22, 2002 35,000 shares Paragraph 12 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common Stock May 22, 2002 70,000 shares Paragraph 12 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase May 22, 2002 70,000 shares Paragraph 12 of Item 6, shares of Common Stock below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired warrants to Purchase shares of Common Stock June 18, 2002 18,413 shares Paragraph 12 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to purchase shares of Common Stock June 18, 2002 36,826 shares Paragraph 12 of Item 6, below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- Acquired the right to receive warrants to purchase June 18, 2002 36,826 shares Paragraph 12 of Item 6, shares of Common Stock below, are incorporated by reference herein. - ----------------------------------------------------------------------------------------------------------------------- LCM and Mr. Kaplan entered into a voting trust August 27, 2003 1,694,464 (See N/a agreement (which agreement is filed herewith as Item 5(a)) Exhibit 3) pursuant to which Mr. Kaplan acquired sole voting and dispositive power over the shares held by LCM. - -----------------------------------------------------------------------------------------------------------------------
(d) The Trust has the right to receive dividends from, and the proceeds from the sale of the shares of Common Stock reported herein as beneficially owned by Mr. Kaplan. Until August 27, 2003, Mrs. Kaplan, as the sole shareholder of Electrum and LCM, had the right to receive dividends from, and the proceeds from the sale of all such shares. (e) As of August 27, 2003, Mrs. Kaplan ceased to be the beneficial owner of any of the shares of Common Stock. See Item 5(a). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended and restated in its entirety to read as follows: Set forth below is a description of all contracts, arrangements and understandings involving the persons named in Item 2 hereof with respect to securities of the Company: (1) In December 1999, Tigris purchased 1,000,000 shares of Common Stock for $100,000 and was granted options to purchase 7,308,000 additional shares of common stock and a right to purchase a warrant for the purchase of 6,250,000 shares of Common Stock. In March 2000, Tigris assigned its options and the right to purchase a warrant to Electrum. In 2000, Electrum exercised options and the right to purchase a warrant for an aggregate exercise price of $700,000, and accordingly acquired (i) 6,307,588 shares of Common Stock and (ii) a warrant to purchase 7,479,761 shares of Common Stock for an exercise price of $0.40. On September 22, 2000, Electrum exercised options to acquire 210,000 shares of Common Stock. Also on such date, LCM exercised options, which it acquired from Electrum, to purchase 890,174 shares of Common Stock. (2) 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 held by Electrum. (3) In November 2000, the Company entered into an agreement with Electrum pursuant to which the Company borrowed $135,000 to fund certain expenses (the "November 2000 Loan Agreement"). The loan bore interest at the annual rate of 5% and was due upon the earlier to occur of (x) the closing by the Company of a public or private debt or equity financing and (y) December 1, 2005. (4) In December 2000, the Company entered into an agreement with Electrum pursuant to which the Company borrowed $200,000 to fund operating costs (the "December 2000 Loan Agreement"). Pursuant to a March amendment to the December 2000 Loan Agreement, the Company borrowed from Electrum an additional $50,000 under the December 2000 Loan Agreement to fund additional operating costs. Amounts outstanding under the December 2000 Loan Agreement bear interest at the annual rate of 8%, payable semi-annually in arrears. In consideration for the $50,000 loan made in March 2001, the Company granted Electrum a warrant to purchase 50,000 shares of Common Stock at an exercise price of $1.50 per share, exercisable through September 30, 2006. (5) The November 2000 Loan Agreement and the December 2000 Loan Agreement were each amended to provide that if amounts outstanding under these loan agreements were not repaid in full by the Company on or before February 1, 2001, the Company would grant Electrum warrants to purchase an additional 285,000 shares of Common Stock at an exercise price of $1.50 per share, exercisable through September 30, 2006. The loans were not repaid on or prior to such date, and Electrum acquired the 285,000 warrants. (6) Under the November and December 2000 Loan Agreements (as amended), Electrum could, in its sole discretion, convert principal amounts outstanding and accrued and unpaid interest thereon into "units" of the Company's securities, at the rate of one unit per $1.25 of outstanding principal and interest converted. Each unit (each, a "2000 Unit") consists of one share of Common Stock and a warrant to purchase one share of Common Stock at an exercise price of $1.50 per share, exercisable through September 30, 2006. Electrum has agreed to convert at least $100,000 of the November 2000 Loan Agreement into units. (7) In April 2001, Electrum agreed that the Company could borrow additional funds from Electrum under the terms of the December 2000 Loan Agreement. Between April 10 and September 30, 2001, the Company borrowed an additional $135,000. The funds borrowed under this Agreement bore interest at 8% per annum, and repayment was due upon the Company's completion of a private or public debt or equity financing. At Electrum's option, the Company could repay part or all of the principal and interest outstanding under the Agreement in 2000 Units. (8) On July 1, 2001, the Company issued 185,000 warrants to Electrum, strike price $1.50, exercisable through September 30, 2006. They were issued per Electrum's request , and the board of director's approval, that Electrum should possess one warrant for every dollar of debt outstanding. (9) On January 30, 2002, the Company and Electrum entered into a loan agreement, pursuant to which the Company borrowed $150,000 from Electrum (the "January 30, 2002 Loan Agreement"). Under the January 30, 2002 Loan Agreement: (a) the Company issued to Electrum a five-year warrant to purchase 150,000 shares of common stock at an exercise price of $1.00 per share, (b) Electrum may, in its sole discretion, convert the amount outstanding into units of the Company's securities, at the rate of one unit per $0.50 converted. Each unit (each, a "2002 Unit") consists of one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $0.50 per share, (c) the Company and Electrum agreed to amend the conversion rate of the 2000 Units to one unit per $0.50 of outstanding principal and interest converted and to reduce the exercise price of the warrants included in the 2000 Units from $1.50 to $1.00 per share, and (d) the exercise price of warrants to purchase a total of 520,000 shares of Common Stock, owned by Electrum, was reduced from $1.50 per share to $1.00 per share and the exercise term of each such warrant was extended to September 30, 2007. (10) In October 2001, the Company and LCM entered into a loan agreement pursuant to which the Company borrowed $119,445 from LCM. LCM could, in its sole discretion, convert principal amounts outstanding under the October 2001 Loan Agreement and accrued and unpaid interest hhereon into "units" of the Company's securities, at the rate of one unit per $1.25 of loans converted. Each unit (each, a "2001 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, 2006. In addition, LCM was issued one warrant for each dollar of debt under the 2001 Loan Agreement with a strike price of $1.50, exercisable through January 9, 2004. (11) On January 30, 2002, LCM forgave accrued interest under the October 2001 Loan Agreement in the amount of $2,129. In exchange, the Company agreed to amend the terms under the October 2001 Loan Agreement to reduce the conversion rate of the 2001 Units to a rate of one unit per $0.50 of principal and interest converted and to reduce the exercise price of the warrants included in the 2001 Units to $1.00 per share. In addition, the exercise price of warrants to purchase a total of 119,445 shares of common stock, owned by LCM, was reduced to $1.00 per share and the exercise term of each such warrant to September 30, 2007. (12) During 2002, LCM loaned the Company $60,000, $35,000, and $18,413 on May 7, May 22 and June 18, respectively. Under the loan agreements, the Company issued to LCM five-year warrants to purchase an additional 113,413 shares (one warrant for each dollar loaned) of common stock at an exercise price of $1.00 per share. In addition, LCM may, in its sole discretion, convert the principal amount outstanding and interest thereon into units of the Company's securities, at the rate of one unit per $0.50 converted. Each unit consists of one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $0.50 per share. (13) On March 30, 2001, Mr. Kaplan and Electrum entered into an amendment to the Voting Trust Agreement, extending the term of the agreement to March 31, 2002, and providing that the agreement is automatically renewable for successive one year periods thereafter unless earlier terminated not less than 90 days prior to the end of a term. (14) On August 27, 2003, Mr. Kaplan and LCM entered into a Voting Trust Agreement, providing Mr. Kaplan with sole power to vote and dispose of the Company securities owned by LCM. The term of the agreement is through August 27, 2004, unless earlier terminated by either party upon not less than 90 days prior notice. The agreement will be automatically renewed for successive one-year terms following its initial term unless earlier terminated not less than 90 days prior to the end of a term. (15) In November 2003, Mr. Kaplan agreed in principle with the Company to (1) adjust the conversion terms of the all of the convertible debt and warrants issued in connection with the convertible debt held by LCM and Electrum and (2) waive past due interest payments on the notes totaling approximately $130,000 as of 10/31/03. Upon execution of definitive documentation with respect to such agreements, the convertible debt, previously convertible at $0.50 per unit, will be convertible at $1.25 per unit, each unit consisting of one share and one warrant exercisable at $1.50 through January 30, 2007. In addition, all warrants issued in connection with convertible debt will be exercisable at $1.50 per share through January 30, 2007. Upon consummation of the foregoing, the Reporting Person will file an amendment to this Schedule 13D to reflect the updated ownership percentage and amounts resulting from such adjustment. Item 7. Material to be filed as Exhibits Item 7 is hereby amended and restated to read as follows: Exhibit 1: Voting Trust Agreement, dated March 31, 2000, between Mr. Kaplan and Electrum LLC (incorporated by reference to Mr. Kaplan's Schedule 13D filed with the Securities and Exchange Commission on October 4, 2000) Exhibit 2: Amendment to Voting Trust Agreement, dated March 30, 2001, between Mr. Kaplan and Electrum LLC (incorporated by reference to Mr. Kaplan's Schedule 13D filed with the Securities and Exchange Commission on May 23, 2001) Exhibit 3: Voting Trust Agreement, dated August 27, 2003, between Mr. Kaplan and LCM Holdings LDC. 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. - -------------------------------------------------------------------------------- Date: November 20, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Thomas Scott Kaplan - -------------------------------------------------------------------------------- Name/Title: Thomas Scott Kaplan - -------------------------------------------------------------------------------- Date: November 20, 2003 - -------------------------------------------------------------------------------- Signature: /s/ Dafna Kaplan - -------------------------------------------------------------------------------- Name/Title: Dafna Kaplan Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Trend Mining Company, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. In witness whereof, the undersigned hereby execute this Agreement this 20th day of November, 2003. /s/ Thomas S. Kaplan -------------------- Thomas S. Kaplan /s/ Dafna Kaplan ---------------- Dafna Kaplan EX-99.3 3 e300779_ex99-3.txt VOTING TRUST AGREEMENT, DATED 9/27/2003 VOTING TRUST AGREEMENT, entered into as of the 27th day of August 2003 (this "Agreement"), between THOMAS KAPLAN, as Trustee (hereinafter the "Trustee") and on behalf of LCM Holdings LDC, company organized and existing under the laws of the Bahamas (hereinafter the "Beneficiary"). W I T N E S S E T H: WHEREAS, the Beneficiary is the holder of shares of common stock, par value US $0.01 per share, and other securities, (each a "Share" and collectively the "Shares") of Trend Mining Company, a Delaware 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 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 Stockholders in respect thereof and to cancel said certificates and to issue to the Trustee a new certificate, representing the 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 or any other securities 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, par value US $0.01 per share, of Trend Mining Company, a Delaware corporation (the "Shares"), and that the Shares are held subject to all the terms and conditions of that certain Agreement (the "Voting Trust Agreement"), dated August 27, 2003, by and between LCM Holdings LDC 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 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. 2 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 shareholder 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. (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. 3 6. Term of Agreement. This Agreement and the trust hereby created shall terminate on August 27, 2003 (the "Initial Term"). Upon expiration of the Initial Term, this Agreement will automatically renew for additional, successive one year periods (each a "Successive Term" and, together with the Initial Term, the "Term"), unless either the Trustee or the Beneficiary shall give written notice to the other, at least 90 days prior to the expiration of the Initial Term or the then current Successive Term, that the Term shall not renew. Notwithstanding the foregoing, the Term shall terminate not later than August 27, 2013. 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 New York 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. /s/ Thomas S. Kaplan -------------------- Thomas S. Kaplan, as Trustee LCM Holdings LDC By: /s/ Sean Hanna ------------------ Name: Sean Hanna Title: Director 5 -----END PRIVACY-ENHANCED MESSAGE-----