SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
____________________
Date of Report: March 17, 1999
GOLDEN CYCLE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-11226 84-0630963
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2340 Robinson Street, Suite 201, Colorado Springs, Colorado 80904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 471-9013
NO CHANGES
(Former name, former address and former fiscal year, if changed since last
report)
Total number of sequentially numbered pages in this filing, including
exhibits thereto: 3 .
Page 1 of 3
ITEM 1. CHANGE IN CONTROL OF THE REGISTRANT
Friday, March 12, the registrant was notified by Euro-Nevada Mining
Corporation, Inc. ("EN") and certain shareholders that EN had accepted offers
from shareholders owning approximately 54% of the issued and outstanding
shares of the registrant's Common Stock. The closing of this transaction is
subject to certain conditions and would result in a change of control of the
registrant.
EXHIBITS:
A. Golden Cycle Gold Corporation news release dated March 12, 1999.
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 hereunto duly authorized.
GOLDEN CYCLE GOLD CORPORATION
/s/ Birl W. Worley Jr.
Birl W. Worley Jr.
President & CEO
/s/ R. Herbert Hampton
R. Herbert Hampton
VP Finance
Date: March 17, 1999
Page 2 of 3
FOR IMMEDIATE RELEASE: Friday, March 12, 1999
CONTACT: R. Herbert Hampton
Vice President, Finance
Golden Cycle Gold Corporation
(719) 471-9013
Colorado Springs, CO - Golden Cycle Gold Corporation (PCX: GCC) announced
today that it had been advised by Euro-Nevada Mining Corporation, Inc.
("Euro-Nevada") that it had accepted offers from shareholders owning
approximately 54% of the issued and outstanding shares of Golden Cycle, on a
fully diluted basis, to sell their shares to Euro-Nevada or its nominee for
a cash purchase price of US$13.50 per share. No officers or directors of
Golden Cycle are included among the selling shareholders. The closing of
the transaction is subject to certain conditions, including Euro-Nevada
performing due diligence satisfactory to it relating to Golden Cycle and
compliance with applicable regulatory requirements. It is expected that
the closing of the private sales will occur by the end of July 1999.
Euro-Nevada has also advised Golden Cycle it will, upon completion of the
stock purchase, promptly enter into negotiations with Golden Cycle to
execute a merger agreement to acquire the balance of the Golden Cycle shares
for a cash price of US$13.50 per share. Upon entering into negotiations with
Euro-Nevada to effectuate a merger, the Board of Directors of Golden Cycle
intends to take all appropriate actions to evaluate the offer and advise the
shareholders accordingly.
Golden Cycle Gold Corporation is a Colorado corporation organized to
discover, develop and mine precious metal properties. The primary business
of the company consists of its participation in the Cripple Creek & Victor
Gold Mining Company, a joint venture with Pikes Peak Mining Company. The
Joint Venture engages in gold mining activity in the Cripple Creek area of
Colorado.
This release contains forward-looking statements which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are not a guarantee of future
performance or achievements and involve known and unknown risks,
uncertainties and other factors, which may cause the actual results,
performance or achievements to differ materially from those expressed or
implied in such forward-looking statements.