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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. _________)*
GOLD RESERVE INC.
(Name of Issuer)
Class A Common Shares, no par value per share
(Title of Class of Securities)
38068N 10 8
(CUSIP Number)
Mary Smith
926 West Sprague Avenue, Suite 200
Spokane, Washington 99201
(509) 623-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1999
(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 Rule 13d-1(e),13d-1(f) or 13d-1(g), check the
following
box. _
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 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 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).
CUSIP No. 38068N 10 8
1. Names of reporting persons: Rockne J. Timm
IRS Identification No. of above person (entities only).
2 Check the appropriate box if a member of a group (See Instructions)
(a)______
(b)______
3 SEC use only
4 Source of funds (See Instructions): PF, SC
5 Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) __
6 Citizenship or place of organization: US
Number of Shares 7 Sole voting power 1,465,528
Beneficially Owned 8 Shared voting power 0
By each Reporting 9 Sole dispositive power 1,465,528
Person with 10 Shared dispositive power 0
11 Aggregate amount beneficially owned by each reporting person 1,465,528
12 Check if the aggregate amount in row (11) excludes certain shares
(See Instructions):__
13 Percent of class represented by amount in row (11): 6.3%
14 Type of reporting person (See Instructions): IN
Item 1. Security and Issuer
The title of the class of equity securities to which this statement on
Schedule 13D relates is Class A common shares, no par value per share (the
"Common Shares"), of Gold Reserve Inc., a Yukon (Canada) company (the
"Issuer"). The address of the principal executive offices of the Issuer is
926 West Sprague Avenue, Suite 200, Spokane, Washington 99201.
Item 2. Identity and Background
The name of the reporting person is Rockne J. Timm (the "Reporting
Person"). The principal business address of the Reporting Person is 926 West
Sprague Avenue, Suite 200, Spokane, Washington 99201. The Reporting Person's
present principal occupation is serving as Director, President and Chief
Executive Officer of the Issuer.
The Reporting Person has not been convicted in a criminal proceeding in the
past five years or been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction which resulted in the
Reporting Person being 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 any violation with respect to
such laws.
The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
As set forth in more detail in Item 5 below, the Reporting Person is the
beneficial owner of 1,465,528 Common Shares, which the Reporting Person owns
and acquired as follows:
The Reporting Person owns:
(a) 70,380 Common Shares purchased with personal funds in various open
market transactions between 1981 and 2002 at the then-current market price.
(b) 423,448 Common Shares held in the KSOP Plan (defined below). Shares
held in the KSOP Plan were either (i) contributed to the KSOP Plan by the
Issuer pursuant to the terms of the Plan (178,726 shares since 1991) or (ii)
purchased on the open market through the KSOP Plan for the benefit of the
Reporting Person, with his funds in his KSOP Plan account, at the market
price at the time of purchase totaling 244,722 shares in various open market
transactions between May 1999 and May 2002.
(c) 275,000 Equity Units (defined below) convertible into 275,000 Common
Shares at any time at the election of the Reporting Person, which Equity
Units were received at the time of the reorganization (described below) in
exchange for 275,000 shares of Gold Reserve Corporation originally purchased
by exercise of stock options and in various open market transactions between
1981 and 2002 with personal funds.
The Reporting Person also holds 696,700 vested options for Common Shares,
exercisable at any time as follows:
Number Amount
209,833 $1.00 each
486,867 $0.72 each
From time to time the Reporting Person may exercise these options pursuant
to the terms of the Plan described below.
KSOP Plan.
The Issuer maintains a KSOP Plan (the "KSOP Plan"), which is a retirement
plan that consists of two components - a salary reduction component (401(k))
and stock ownership component (ESOP) and is available to all eligible
employees of the Issuer.
Employees who participate in the 401(k) portion of the KSOP Plan can elect to
have a certain dollar amount withheld from each paycheck. Issuer
contributions to the ESOP portion of the KSOP Plan have been in the form of
Common Shares.
The KSOP Plan allocates Common Shares to a participant's account on an annual
basis at the end of the year. Such contributions are set by the Board of
Directors and are limited by the Internal Revenue Service.
In addition to Common Shares allocated by the KSOP Plan, the Reporting Person
has purchased Common Shares in his KSOP Plan account from time to time at the
then current market price and may continue to purchase Common Shares from
time to time in the future.
Shares held in the KSOP Plan must be voted by the three Trustees of the KSOP
Plan, one of which is the Reporting Person. The KSOP Plan permits the
participants to exercise voting rights by directing the Trustees to vote the
Common Shares as the participants desire. The Reporting Person directs the
Trustees to vote his Common Shares held in the KSOP Plan.
Reorganization.
In February 1999, Gold Reserve Corporation (predecessor to the Issuer)
became a subsidiary of the Issuer. Generally, each shareholder of Gold
Reserve Corporation received one Common Share of the Issuer for one share of
Gold Reserve Corporation. Certain U.S. holders elected, for tax reasons, to
receive Equity Units in lieu of Common Shares. An "Equity Unit" is comprised
of one Class B common share of the Issuer and one Gold Reserve Corporation
Class B common share. An Equity Unit is substantially equivalent, including
voting rights, to a Common Share and is convertible into a Common Share at
any time at the election of the holder. Equity Units are not listed for
trading on any stock exchange, but subject to compliance with applicable
federal, provincial and state securities laws, may be transferred.
Equity Incentive Plan.
The Issuer currently has one active stock option plan, the 1997 Equity
Incentive Plan (the "Plan"). In addition, options previously issued under
predecessor plans that, as a result of forfeiture to the Company become
subject to re-issuance, shall be re-issued and administered pursuant to the
Plan.
Item 4. Purpose of Transaction
The acquisitions by the Reporting Person have been made for investment
purposes. From time to time on or after the date of this statement, the
Reporting Person may sell all or a portion of his Common Shares, exercise his
options, or may purchase additional Common Shares, at varying prices in the
open market, in privately negotiated transactions and/or in other
transactions.
The Reporting Person, who is Director, President and Chief Executive Officers
of the Issuer, does not have any current definitive plan, arrangement or
understanding to gain control of the Issuer or to seek to cause the Issuer to
be merged, reorganized or liquidated, to sell or transfer any assets of the
Issuer, to cause the Issuer to change its current board of directors or
management, capitalization, dividend policy, business, corporate structure,
charter or bylaws, or to take other actions which may impede the acquisition
or control of the Issuer by any person, or to cause the Common Shares to
cease to be traded on the over the counter bulletin board or to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer
Based upon information set forth in the Issuer's Form 20-F filed with the
Securities and Exchange Commission on May 8, 2002, as of December 31, 2001,
there were 22,361,035 Common Shares outstanding (excluding shares of the
Issuer held by majority owned subsidiaries). As of May 8, 2002, the
Reporting Person beneficially owned 1,465,528 Common Shares, or approximately
6.3% of the total Common Shares deemed to be outstanding. The Reporting
Person has the sole power to vote or to direct the vote of 1,465,528 Common
Shares (768,828 currently outstanding shares plus 696,700 vested options,
which have not been exercised), shared power to vote or to direct the vote of
0 Common Shares, sole power to dispose or to direct the disposition of
1,465,528 Common Shares and shared power to dispose or to direct the
disposition of 0 Common Shares.
During the past 60 days, the Reporting Person has not acquired any Common
Shares.
The Reporting Person disclaims beneficial ownership, dispositive power,
shared voting power, and sole voting power of the following, including the
Issuer shares owned by majority owned subsidiaries of the Issuer, MGC
Ventures, Inc. and Great Basin Energies Inc:
Description Shares of Issuer
- ----------------------------- --------------------
Issuer's shares owned by his daughter,
held and managed by a Trustee who is 24,500 Common Shares
a director of the Issuer. 44,841 Equity Units
Issuer's shares owned by grandchildren,
held and managed by Trustee who is a 15,870 Common Shares
director of the Issuer. 29,341 Equity Units
Issuer's shares owned by Great Basin
Energies, Inc., a majority owned subsidiary
of the Issuer (57.6%) of which the 142,528 Common Shares
Reporting Person is President and owns 6.8%: 374,192 Equity Units
Issuer's shares owned by MGC Ventures,
Inc., a majority owned subsidiary of
the Issuer (62.8%) of which the Reporting 151,559 Common Shares
Person is President and owns 6.6%: 125,083 Equity Units
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
the Reporting Person and any person with respect to any securities of the
Issuer.
Item 7. Materials to be Filed as Exhibits: None.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: May 17, 2002
Rockne J. Timm