SEC Info - Kaplan Thomas Scott, et al. - ‘SC 13D/A’ on 11/21/03 re: Trend Mining Co

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Kaplan Thomas Scott, et al. – ‘SC 13D/A’ on 11/21/03 re: Trend Mining Co

On: Friday, 11/21/03, at 5:06pm ET · Accession #: 1193805-3-1117 · File #: 5-59667

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/21/03  Kaplan Thomas Scott               SC 13D/A               2:51K  Trend Mining Co                   E-Data Systems, Inc./FA
          Dafna Kaplan

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No.3 to Schedule 13D                        13     65K 
 2: EX-99.3     Voting Trust Agreement, Dated 9/27/2003                5     20K

SC 13D/A — Amendment No.3 to Schedule 13D
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Is Hereby Amended and Restated in Its Entirety to Read as Follows: Is Hereby Amended and Restated to Read as Follows: Material to be filed as Exhibits Purpose of Transaction Schedule 13D Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
4	Item 2. Identity and Background
"	Item 2. Is Hereby Amended and Restated to Read as Follows:
5	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
6	Item 5. Interest in Securities of the Issuer
9	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:
11	Item 7. Material to be filed as Exhibits

SC 13D/A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
================================================================================

 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).                                                                     

SC 13D/A 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
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                                                                  
--------------------------------------------------------------------------------

SC 13D/A 3rd Page of 13 TOC 1st Previous Next ↓Bottom Just 3rd
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                                                                  
--------------------------------------------------------------------------------

SC 13D/A 4th Page of 13 TOC 1st Previous Next ↓Bottom Just 4th
 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.                                 

SC 13D/A 5th Page of 13 TOC 1st Previous Next ↓Bottom Just 5th
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.                                                         

SC 13D/A 6th Page of 13 TOC 1st Previous Next ↓Bottom Just 6th
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.

SC 13D/A 7th Page of 13 TOC 1st Previous Next ↓Bottom Just 7th
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-----------------------------------------------------------------------------------------------------------------------
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.          
-----------------------------------------------------------------------------------------------------------------------

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-----------------------------------------------------------------------------------------------------------------------
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).    

SC 13D/A 9th Page of 13 TOC 1st Previous Next ↓Bottom Just 9th
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.                                    

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   (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.  

SC 13D/A 11th Page of 13 TOC 1st Previous Next ↓Bottom Just 11th
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.                                                               

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 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                                                        

SC 13D/A Last Page of 13 TOC 1st Previous Next ↓Bottom Just 13th
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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	9/30/07	10
	1/30/07	10
	9/30/06	9	10	10KSB, NT 10-K
	12/1/05	9
	8/27/04	10
	1/9/04	10
Filed on:	11/21/03			3/A, 4/A, 5, SC 13D/A
	11/20/03	6	12
	8/27/03	4	11
	6/30/03	6		10QSB, NT 10-Q
	3/31/02	10		10QSB
	1/30/02	10
	9/30/01	9		10KSB, 10KSB/A
	7/1/01	9
	5/23/01	4	11	SC 13D/A
	3/30/01	10	11
	2/14/01	4		SC 13D/A
	2/1/01	9
	10/4/00	4	11	10SB12G/A, SC 13D
	9/22/00	1	9
	3/31/00	9	11
				List all Filings

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Filing Submission 0001193805-03-001117 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kaplan Thomas Scott, et al. – ‘SC 13D/A’ on 11/21/03 re: Trend Mining Co

On: Friday, 11/21/03, at 5:06pm ET · Accession #: 1193805-3-1117 · File #: 5-59667

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/13/02 · Next: ‘SC 13D/A’ on 11/21/03 · Latest: ‘SC 13D/A’ on 8/29/06

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No.3 to Schedule 13DDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No.3 to Schedule 13D
Document Table of Contents