SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement Confidential, for Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12
LEADVILLE MINING & MILLING CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): $
--------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------
LEADVILLE MINING & MILLING CORP.
76 Beaver Street
26th Floor
New York, NY 10005-3402
Telephone (212) 344-2828
PRELIMINARY COPY
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held Thursday, March 7, 2003
An Special Meeting of Stockholders of Leadville Mining & Milling Corp., a Nevada
corporation (the "Company") will be held at the Company's executive offices
located at 76 Beaver Street, 26th Floor, New York, New York 10005 at 3 p.m. (New
York Time) on Friday, March 7, 2003, for the following purpose:
(1) To amend the Company's Articles of Incorporation to change the
Company's name to Capital Gold Corporation; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of the Company's common stock, par value $0.001 per share (the
"Common Stock"), of record on January 24, 2003 are entitled to notice of, and to
vote at, the meeting or any adjournment thereof. At January 24, 2003, the record
date for determination of Stockholders entitled to vote at the meeting or any
adjournments thereof, 41,543,127 shares of Common Stock were issued and
outstanding.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL
OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED AS
REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE INVOLVED
IN FURTHER COMMUNICATION.
By Order of the Board of Directors,
/s/ Gifford A. Dieterle
-----------------------------------
New York, New York Gifford A. Dieterle, President
February 10, 2003
LEADVILLE MINING & MILLING CORP.
76 Beaver Street - 26th Floor
New York City, New York 10005
PROXY STATEMENT
PRELIMINARY COPY
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 7, 2003
The following instructions concerning the enclosed Proxy and the matters to be
acted upon at the Special Meeting of Stockholders of Leadville Mining & Milling
Corp. (the "Company") of record as of January 24, 2003 to be held at the
Company's executive offices located at 76 Beaver Street, 26th Floor, New York,
New York 10005 at 3 p.m. (New York Time) on Friday, March 7, 2003 is submitted
to the Stockholders for their information.
The approximate date of mailing of this solicitation is February 10, 2003
SOLICITATION OF AND POWER TO REVOKE PROXY
Solicitation of the enclosed Proxy is being made on behalf of the Company's
Board of Directors. Supplementary solicitation may be made by mail, telegraph,
telephone or interview by officers and employees of the Company, the cost of
which will be nominal. The Company will bear the entire cost of the solicitation
of Proxies, including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of stock.
A Stockholder executing and delivering a Proxy has power to revoke the same and
the authority given thereby at any time prior to the exercise of such authority,
if he so elects, by notification to the Secretary of the Company prior to the
Special Meeting or by Notice to the Inspectors of Election at the Special
Meeting.
QUORUM AND VOTE REQUIRED
The presence at the Special Meeting, whether in person or by proxy, of the
holders of at least a majority of the outstanding shares of Voting Stock
entitled to vote thereat constitutes a quorum for the transaction of business.
For purposes of the quorum and the discussion below regarding the votes
necessary to take Stockholder action, Stockholders of record who are present at
the meeting in person or by proxy and who abstain, including brokers holding
customers' shares of record who cause abstentions to be recorded at the meeting,
are considered Stockholders who are present and entitled to vote and they count
toward the quorum.
2
Brokers holding shares of record for customers generally are not entitled to
vote on certain matters unless they receive voting instructions from their
customers. As used herein, "uninstructed shares" means shares held by a broker
who has not received instructions from its customers on such matters and the
broker has so notified the Company on a proxy form in accordance with industry
practice or has otherwise advised the Company that it lacks voting authority. As
used herein, "broker non-votes," means the votes that could have been cast on
the matter in question by brokers with respect to uninstructed shares if the
brokers had received their customers' instructions.
Amendment to the Company's Articles of Incorporation to change the Company's
name. To be approved, this matter must receive the affirmative vote of the
holders of a majority of the issued and outstanding shares as of the record
date. Uninstructed shares are entitled to vote on this matter. Therefore,
abstentions and broker non-votes have the effect of negative votes.
CAPITAL STOCK
The outstanding Capital Stock on January 24, 2003, the record date, was
41,543,127 shares of Common Stock. Stockholders of record, as of January 24,
2003 will be entitled to one (1) vote for each share of such stock registered in
their respective names at the close of business on the aforesaid record date.
The present officers intend to vote for the amendment to the Company's Articles
of Incorporation to change the Company's name.
INTEREST OF CERTAIN PERSONS IN THE MATTER TO BE ACTED UPON
None of the Company's officers, directors or affiliates has a substantial
interest in the matter to be acted upon at the special meeting other than as a
stockholder of the Company.
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth, as of January 24, 2003, the record date of the
meeting, the ownership of the Company's Common Stock by each person who owns, of
record or beneficially, five percent or more of the Company's Common Stock and
the ownership by all officers and directors. It also sets forth the present
holdings of all officers and directors as a group:
3
Name of Amount & Nature
Beneficial of Beneficial Approximate
Owner Ownership 1/24/03 Percentage(1)(2)
---------- ----------------- ----------------
Gifford A. Dieterle* 2,741,379(2) 6.4%
Jack Everett* 975,000(2) 2.3%
Robert Roningen* 1,950,000(2)(3) 4.6%
Jeffrey W. Pritchard* 706,354(2) 1.7%
Roger A Newell* 1,000,000(2) 2.4%
Scott Hazlitt* 1,025,000(2) 2.4%
Richard Shevchenko 4,428,418(2)(4) 10.1%
All Officers and
Directors as a
Group (6) 8,397,733(2)(3) 18.3%
----------
* Officer and/or Director of the Company.
(1) Based upon 41,543,127 shares issued and outstanding as of January 24,
2003.
(2) For Messrs. Dieterle, Everett, Roningen, Pritchard, Shevchenko, Newell and
Hazlitt, includes, respectively, 1,250,000 shares, 500,000 shares, 500,000
shares, 372,727 shares, 2,500,000 shares, 1,000,000 shares and 725,000
issuable upon exercise of options and/or warrants.
(3) Includes shares owned by Mr. Roningen's wife.
(4) Includes shares owned by Mr. Shevchenko's wife and children.
PROPOSAL ONE: NAME CHANGE TO " CAPITAL GOLD CORPORATION."
The Board of Directors has recommended that the Company's stockholders amend the
Company's Articles of Incorporation to change the Company's name to " Capital
Gold Corporation." A copy of the Amendment to the Articles of Incorporation is
attached hereto as Appendix A.
Reason and effect of name change
The Board of Directors believes that the new proposed name, will more accurately
reflect the Company's shift of emphasis from its lead, zinc and gold exploration
activities in Leadville, Colorado to its current open pit gold exploration
activities in Mexico, where gold is the only metal to mine.
The Board of Directors recommends that you vote FOR the amendment to the
Company's Articles of Incorporation changing the Company's name to " Capital
Gold Corporation."
4
GENERAL
As of the date of the Proxy Statement, there is no matter, so far as in now
known to the management of the Company, to be acted on at the Meeting other than
as expressly set forth in the Notice of Meeting. It is intended, however, if
other matters come up for action at said meeting or an adjournment thereof that
the persons named in the enclosed form of Proxy, shall, in accordance with the
terms of the proxy, have authority in their discretion to vote shares
represented by Proxies received by them, in regard to such other matters, as
seems to said persons in the best interest of the Company and its Stockholders.
All shares represented by Proxies in the form enclosed herewith will be voted at
said meeting and adjournments thereof in accordance with the terms of such
proxies and their pertinent statements included in this Proxy Statement relative
to the exercise of the powers granted by said Proxies, provided such Proxies
appear to be valid and to have been executed by Stockholders of record entitled
to vote thereof and have not been previously revoked.
Dated: BY ORDER OF THE BOARD OF DIRECTORS,
February 10, 2003
/s/ Gifford A. Dieterle
------------------------------
Gifford A. Dieterle
President
5
Appendix A
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
-Remit in Duplicate-
1. Name of corporation: Leadville Mining & Milling Corp.
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE I of the Articles of Incorporation of the corporation has been amended
and, as amended, reads as follows:
"NAME: THE NAME OF THE CORPORATION IS CAPITAL GOLD CORPORATION."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or
such greater proportion of the voting power as may be required in the case
of a vote by classes or series, or as may be required by the provisions of
the articles of incorporation have voted in favor of the amendment is:
__________________.*
4. Officer Signature:
------------------------------ ------------------------------------
Gifford A. Dieterle, President Jeffrey W. Pritchard, Vice President
*If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding share,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and remit the
proper fees may cause this filing to be rejected
Leadville Mining & Milling Corp.
76 Beaver Street - 26th Floor
New York, New York 10005-3402
Phone (212) 344-2785
PROXY
SPECIAL MEETING OF STOCKHOLDERS
To Be Held Thursday, March 7, 2003
The undersigned hereby appoints Gifford A. Dieterle as Proxy, with the
power to appoint his substitute, and hereby authorizes him to represent and to
vote as designated on the reverse side, all the shares of common shares, $0.001
par value per share (the "Common Shares"), of Leadville Mining & Milling Corp.,
a Nevada corporation (the "Company"), at the Special Meeting of Stockholders
(the "Meeting") to be held at the Company's executive offices located at 76
Beaver Street, 26th Floor, New York, New York 10005 on Friday, March 7, 2003 at
3 p.m., or any postponement or adjournment thereof, for the following purposes.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ALL
PROPOSALS.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
Please date, sign and mail your
Proxy card back as soon as possible!
SPECIAL MEETING OF STOCKHOLDERS
LEADVILLE MINING & MILLING CORP.
March 7, 2003
Please detach and Mail in the Envelope Provided
|_| Please mark your
Votes as in this Example
FOR AGAINST ABSTAIN
(1) The amendment to the Company's |_| |_| |_|
Articles of Incorporation to
change the Company's name to
"Capital Gold Corporation."
Only holders of the Company's common stock, par value $0.001 per share (the
"Common Stock") of record on January 24, 2003 are entitled to notice of, and to
vote at, the meeting or any adjournment thereof. On January 24, 2003, the record
date for determination of Stockholders entitled to vote at the meeting or any
adjournments thereof, 41,543,127 shares of Common Stock were issued and
outstanding.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL
OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED AS
REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE INVOLVED
IN FURTHER COMMUNICATION.
Signature __________________________________
Signature___________________________________ Date____________________
NOTE: Please sign exactly as the name appears above. When shares are held by
joint tenants, both should sign.
2