-----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, RRcfjxXhrDLObxZlBVMkedG2+h8y9Qr6wmFYxuRS7goGol10zKmLlpvPYEvfAZ/b 7D52qyuRdAslWg2DDFJp5A== 0000019913-00-000001.txt : 20000106 0000019913-00-000001.hdr.sgml : 20000106 ACCESSION NUMBER: 0000019913-00-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000105 ITEM INFORMATION: FILED AS OF DATE: 20000105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIEF CONSOLIDATED MINING CO CENTRAL INDEX KEY: 0000019913 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 870122295 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01761 FILM NUMBER: 501717 BUSINESS ADDRESS: STREET 1: 500 FIFTH AVE STREET 2: STE 1021 CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 2123544044 MAIL ADDRESS: STREET 1: 500 FIFTH AVE STREET 2: STE 1021 CITY: NEW YORK STATE: NY ZIP: 10110 8-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 5, 2000 CHIEF CONSOLIDATED MINING COMPANY (Exact name of Registrant as Specified in Its Charter) Arizona (State or other jurisdiction of incorporation or organization) 87-0122295 (I.R.S. Employer ID. No.) 500 Fifth Avenue, Suite 1021, New York, NY 10110-1099 (Address of Principal Executive Offices) 212-354-4044 (Issuer's Telephone Number, Including Area Code) Item 5. Other Events Registrant in its Form 8-K dated November 19, 1999 reported at "Item 5. Other Events" that it had entered into a stock purchase agreement dated as of November 19, 1999 with Dimeling, Schreiber & Park (DS&P)for the sale of 3,500,000 shares of a convertible common stock for $7,000,000 payable at the time of closing. There is incorporated herein by reference registrant's Form 8-K dated November 19, 1999, including the Stock Purchase Agreement, Registration Rights Agreements and Form of Warrant annexed thereto at Item 7(c). As set forth at Item 5 of registrant's Form 8-K dated November 19, 1999, the stock purchase transaction was subject to approval by the shareholders of registrant at a meeting to be held on December 29, 1999. The shareholders of registrant, at the meeting of shareholders held December 29, 1999, approved amendments to the Articles of Incorporation of registrant and the agreements relating to the stock purchase transaction. There is incorporated herein by reference registrant's Notice of Special Meeting of Shareholders in Lieu of Annual Meeting held December 29, 1999 and the Proxy Statement annexed thereto, said Notice and Proxy Statement being dated November 30, 1999. Proposals 2 and 3 contained in the Proxy Statement set forth information concerning the amendments to the Articles of Incorporation approved by the shareholders, details concerning the identity of the purchaser, the use of proceeds from the stock sale, the terms of the stock purchase agreement and other related agreements and other information relating to the transaction. At the meeting, the shareholders also elected management's seven director nominees, including three directors who are principals of DS&P. On December 30, 1999, registrant received cash funds representing the $7,000,000 purchase price under the stock purchase agreement paid by DS&P for 3,500,000 shares of registrant's new issue of convertible common stock. Registrant intends to use the proceeds from the sale in the manner set forth in the aforesaid Proxy Statement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHIEF CONSOLIDATED MINING COMPANY (Registrant) January 5, 2000 /s/LEONARD WEITZ (Signature and Title) Leonard Weitz President, Chairman of the Board of Directors, and Principal Executive Officer Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This Form 8-K Report contains statements which are not historical facts, such as anticipated production, exploration results and costs and therefore are "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, expected or implied. These risks and uncertainties include, but are not limited to, the following: the net proceeds received by registrant from the sale of the convertible common stock are not sufficient for registrant to complete the intended work and projects; even if the amount of funds from the stock sale is sufficient to complete the work and projects, registrant is unable to initiate profitable mining activities at the Trixie Mine and/or mining from the Homansville area is not commercially feasible. Refer to registrant's Proxy Statement dated November 30, 1999 for the shareholders meeting held December 29, 1999 and Form 10-QSB and 10-KSB reports filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----