-----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, LNCPSWA9GO7dqSSWhwdrOoNXzb5LDN7Wu8EfpSVXm+K1XBhIclPeh7ihWDulYTzY Fcgf/VZ6fT+ZLg6HuoiArg== 0000891020-97-001174.txt : 19970819 0000891020-97-001174.hdr.sgml : 19970819 ACCESSION NUMBER: 0000891020-97-001174 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970815 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL SILVER MINES INC CENTRAL INDEX KEY: 0000933157 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 912938293 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48557 FILM NUMBER: 97665479 BUSINESS ADDRESS: STREET 1: 10220 N. NEVADA STREET 2: SUITE 207 CITY: SPOKANE STATE: WA ZIP: 99218 BUSINESS PHONE: (509) 466-3144 MAIL ADDRESS: STREET 1: 10220 N NEVADA STREET 2: STE 230 CITY: SPOKANE STATE: WA ZIP: 99218 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ROYAL MINES INC DATE OF NAME CHANGE: 19950908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITANNIA HOLDINGS LTD CENTRAL INDEX KEY: 0001044275 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 70TH FLOOR COLUMBIA CENTER STREET 2: 701 FIFTH AVE CITY: SEATTLE STATE: WA ZIP: 98104-7016 BUSINESS PHONE: 2065870700 MAIL ADDRESS: STREET 1: 70TH FLOOR COLUMBIA CENTER STREET 2: 701 FIFTH AVE CITY: SEATTLE STATE: WA ZIP: 98104-7016 SC 13D 1 SCHEDULE 13D 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* ROYAL SILVER MINES, INC. ------------------------------------------------------ (Name of Issuer) COMMON STOCK ------------------------------------------------------ (Title of Class of Securities) 78069310 ------------------------------------------------------ (CUSIP Number) PATRICK ADRIAN BLIN KINGS HOUSE, THE GRANGE ST. PETER PORT, GUERNSEY GY1 2QJ, C.I. ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 24, 1997 ------------------------------------------------------ (Date of Event Which Required Filing of This Statement) [ ] Check box 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). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided in a prior cover page. The information required in 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). 2 CUSIP NO. 78069310 Schedule 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1) NAMES OF REPORTING PERSON BRITANNIA HOLDINGS LIMITED S.S. OR IRS I.D. NO. OF REPORTING PERSON (NOT APPLICABLE) - -------------------------------------------------------------------------------- 2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5) [ ] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR ITEM 2(e). - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION COMPANY ORGANIZED UNDER LAWS OF NEVIS - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 4,270,000 SHARES - -------------------------------------------------------------------------------- 8) SHARED VOTING POWER -0- - -------------------------------------------------------------------------------- 9) SOLE DISPOSITIVE POWER 4,270,000 SHARES - -------------------------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT IF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,270,000 SHARES - -------------------------------------------------------------------------------- 12) [ ] CHECK BOX IF AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES. - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 27.5% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 CUSIP NO. 78069310 Schedule 13D Page 3 of 5 Pages ITEM 1. Security and Issuer. Title of Security......................COMMON STOCK Name and Address of Issuer.............ROYAL SILVER MINES, INC. ("ISSUER") 10220 NORTH NEVADA, SUITE 270 SPOKANE, WASHINGTON 99218 ITEM 2. Identity and Background. Person Filing: (a) Name .............................BRITANNIA HOLDINGS LIMITED ("BRITANNIA") (b) Business Address..................KINGS HOUSE, THE GRANGE ST. PETER PORT, GUERNSEY GY1 2QJ, C.I. (c) Business: -Name and Address of Organization..BRITANNIA HOLDINGS LIMITED -Principal Business of Organization......................INVESTMENT (d) Criminal Proceedings (past five years)............................(NONE) (e) Civil Proceedings (past five years)............................(NONE) (f) Citizenship/Place of Organization......................COMPANY ORGANIZED UNDER LAWS OF NEVIS Officers, Directors and Controlling Persons of Britannia: PATRICK ADRIAN BLIN, WHO IS A DIRECTOR AND THE SECRETARY OF BRITANNIA, IS A BRITISH CITIZEN. HIS BUSINESS ADDRESS IS KINGS HOUSE, THE GRANGE, ST. PETER PORT, GUERNSEY, GY1 2QJ, C.I. LESLIE JOHN JAMES, WHO IS A AS DIRECTOR AND PRESIDENT OF BRITANNIA, IS A BRITISH CITIZEN. HIS BUSINESS ADDRESS IS KINGS HOUSE, THE GRANGE, ST. PETER PORT, GUERNSEY, GY1 2QJ, C.I. DUVALL TRUST (ELFIN TRUST COMPANY, TRUSTEE), IS THE SOLE SHAREHOLDER OF BRITANNIA. THE DUVALL TRUST'S PRINCIPAL BUSINESS IS INVESTMENT, IS LOCATED AT KINGS HOUSE, THE GRANGE, ST. PETER PORT, GUERNSEY, GY1 2QJ, C.I., AND WAS CREATED UNDER JERSEY LAW. TO THE BEST KNOWLEDGE OF BRITANNIA, DURING THE LAST FIVE YEARS NONE OF THE ABOVE PERSONS HAS BEEN CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS) OR WAS A PARTY TO A CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE BODY OF COMPETENT JURISDICTION AND AS A RESULT OF SUCH PROCEEDING WAS OR IS SUBJECT TO A JUDGMENT, DECREE OR FINAL ORDER ENJOINING FUTURE VIOLATIONS OF, OR PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS OR FINDING AS TO ANY VIOLATION WITH RESPECT TO SUCH LAWS. ITEM 3. Source and Amount of Funds or Other Consideration. THE TOTAL AMOUNT OF THE FUNDS USED TO ACQUIRE THE SECURITIES DESCRIBED IN ITEM 5 BELOW WAS $1,601,250, WHICH WAS WORKING CAPITAL OF BRITANNIA. 4 CUSIP NO. 78069310 Schedule 13D Page 4 of 5 Pages ITEM 4. Purpose of Transaction. BRITANNIA ACQUIRED THE SECURITIES REPORTED HEREIN FOR INVESTMENT PURPOSES. AT THIS TIME, BRITANNIA HAS NO INTENTION OF ACQUIRING ADDITIONAL SECURITIES OF ISSUER FROM THOSE REPORTED HEREIN, ALTHOUGH IT RESERVES THE RIGHT TO MAKE ADDITIONAL PURCHASES FROM TIME TO TIME. ANY DECISION TO MAKE SUCH ADDITIONAL PURCHASE WILL DEPEND, HOWEVER, ON VARIOUS FACTORS, INCLUDING, WITHOUT LIMITATION, THE PRICE OF ISSUER'S SECURITIES, STOCK MARKET CONDITIONS AND THE BUSINESS PROSPECTS OF ISSUER. BRITANNIA HAS NO PRESENT INTENTION, ARRANGEMENT OR UNDERSTANDING TO EFFECT ANY OF THE TRANSACTIONS LISTED IN ITEM 4(A) - (J) OF SCHEDULE 13D. EXCEPT AS SET FORTH HEREIN, BRITANNIA DOES NOT HAVE ANY PLANS OR PROPOSALS THAT RELATE TO OR WOULD RESULT IN ANY OF THE MATTERS SPECIFIED IN ITEM 4 OF SCHEDULE 13D. ITEM 5. Interest in Securities of the Issuer. (a) -Number of Shares Beneficially Owned...4,270,000 SHARES OF COMMON STOCK (COMPRISED OF 2,135,000 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE AN ADDITIONAL 2,135,000 SHARES OF COMMON STOCK, WHICH WARRANTS ARE EXERCISEABLE WITHIN 60 DAYS FROM THE DATE HEREOF.) -Percentage Beneficially Owned.........27.5% (CALCULATED IN ACCORDANCE WITH EXCHANGE ACT RULE 13D-3 BASED ON 15,519,232 SHARES OF COMMON STOCK OUTSTANDING (CONSISTING OF 13,384,232 SHARES OUTSTANDING AS OF APRIL 3, 1997 AND AN AGGREGATE OF 2,135,000 SHARES SUBJECT TO WARRANTS HELD BY BRITANNIA THAT ARE EXERCISABLE WITHIN 60 DAYS OF THE DATE HEREOF). (b) Power of Vote and Disposition -Sole Power to Vote....................4,270,000 SHARES -Shared Power to Vote..................-0- -Sole Power of Disposition.............4,270,000 SHARES -Shared Power of Disposition...........-0- (c) Transactions in Shares PURSUANT TO THAT CERTAIN OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT DATED JANUARY 29, 1997 WITH ISSUER (THE "AGREEMENT"), BRITANNIA PURCHASED A TOTAL OF 2,135,000 "UNITS" OF ISSUER'S SECURITIES, EACH UNIT CONSISTING OF ONE SHARE OF ISSUER'S COMMON STOCK AND A WARRANT TO PURCHASE ONE ADDITIONAL SHARE OF COMMON STOCK AT AN EXERCISE PRICE OF $1.25 PER SHARE (THE "BRITANNIA WARRANTS"). THE TOTAL PURCHASE PRICE FOR THE UNITS WAS $1,601,250 (OR $.75 PER UNIT). UNDER THE TERMS OF THE AGREEMENT, THE UNITS WERE ACQUIRED ON THE FOLLOWING DATES AND IN THE FOLLOWING AMOUNTS:
UNITS ----- JANUARY 30, 1997.................. 200,000 FEBRUARY 14, 1997................. 335,000 MARCH 24, 1997....................1,600,000
THE BRITANNIA WARRANTS ARE EXERCISEABLE UPON ISSUANCE AND EXPIRE TWO YEARS FROM THE DATE OF CLOSING OF EACH TRANSACTION. NO BRITANNIA WARRANTS HAVE BEEN EXERCISED TO DATE. THE UNITS WERE ISSUED IN RELIANCE UPON THE TRANSACTION EXEMPTION AFFORDED BY REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) Right to Dividends or Sale Proceeds....NOT APPLICABLE (e) Beneficial Ownership of 5% or Less.....NOT APPLICABLE 5 CUSIP NO. 78069310 Schedule 13D Page 5 of 5 Pages ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer. EXCEPT AS DESCRIBED ABOVE, NEITHER BRITANNIA NOR ANY OF THE EXECUTIVE OFFICERS, DIRECTORS OR CONTROLLING PERSONS OF BRITANNIA, HAS ANY CONTRACT, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIP (LEGAL OR OTHERWISE) WITH ANY PERSON WITH RESPECT TO ANY SECURITIES OF ISSUER, FINDER'S FEE, JOINT VENTURE, LOAN OR OPTION AGREEMENT, PUT OR CALLS, GUARANTEE OF PROFIT, DIVISION OF PROFIT OR LOSS, OR THE GIVING OR WITHHOLDING OF PROXIES. ITEM 7. Material to Be Filed as Exhibits. NONE. 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. Dated: August 4, 1997 BRITANNIA HOLDINGS LIMITED By /s/ Patrick Adrian Blin ------------------------------------ PATRICK ADRIAN BLIN, DIRECTOR -----END PRIVACY-ENHANCED MESSAGE-----