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: ~~July~~August 1926, 2002

United Park City Mines Company

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other
jurisdiction of
incorporation)

1-3753
(Commission
File Number)

87-0219807
(IRS Employer
Identification #)

P.O. Box 1450, Park City, UT 84060

(Address of Principal Executive Office)

(801) 649-8011

(Registrant's telephone number, including area code)

Item 5. Other Events

On ~~July~~August 1926, 2002, ~~the~~United ~~Registrant,~~Park ~~Capital~~City ~~Growth~~Mines ~~Partners, LLC~~Company (the "~~CGP~~Company"), ~~and~~executed ~~Loeb~~an ~~Investors~~Agreement ~~Co.~~and XLPlan of Merger (the "~~Loeb~~Agreement") ~~signed~~by and among the Company, owners of more than a majority ~~Supplemental~~of ~~Stock~~the ~~Purchase~~Company's ~~Agreement~~stock (~~the~~"Majority Stockholders"~~Supplemental~~), ~~Agreement~~Capital Growth Partners, LLC ("CGP") and CGP Acquisition, Inc. ("CGP Acq.") ~~Pursuant~~pursuant to ~~the~~which ~~Supplemental~~CGP ~~Agreement,~~Acq. ~~Loeb~~will ~~agreed~~merge towith ~~sell~~and tointo ~~CGP~~the anCompany ~~additional~~resulting in the ~~917,778.45~~Company ~~shares~~becoming a wholly owned subsidiary of CGP (the ~~Registrant's~~"Merger"). Stockholders ~~common~~of ~~stock~~the registrant on ~~terms~~the ~~identical~~effective todate ~~those~~of the Merger will receive in consideration for the ~~Stock~~stock ~~Purchase~~they ~~Agreement~~hold ~~dated~~cash ~~February~~in ~~21,~~the ~~2002,~~amount asof ~~amended~~$25 ~~(the "Agreement")~~per share, less bya ~~and~~pro ~~among~~rata ~~the~~portion ~~Registrant,~~of ~~CGP~~certain advisory, ~~Loeb~~legal and other ~~stockholders~~ offees ~~the~~and ~~Registrant.~~expenses in In connection with ~~execution of~~ the ~~Supplemental Agreement~~transaction, ~~CGP~~estimated ~~paid~~not anto ~~additional~~exceed $~~250,000~~0.50 ~~into~~per ~~escrow~~share. asThe Agreement asupercedes ~~purchase~~the ~~deposit.~~stock ~~A copy~~purchase ofagreement, ~~the~~as ~~Supplemental~~amended, ~~Agreement~~previously disclosed isby ~~attached~~the ~~hereto~~Company.

Also on July 19, 2002, CGP exercised a 30-day extension option pursuant to the terms of the Agreement. As a result of this extension, a $1,750,000 purchase deposit ($1,500,000 of the original deposit and the $250,000 deposit paid on July 19 as set forth above) became nonrefundable, except under certain circumstances provided in the Agreement. The parties continue to work towards closing the transactions contemplated by the Agreement and Supplemental Agreement.
Item 7. Exhibits

(c)

10.1 ~~Supplemental~~Agreement ~~Stock Purchase~~and ~~Agreement~~Plan ~~(the~~of ~~"Agreement")~~Merger, dated ~~July~~as 19of August 26, 2002, by and among Capital Growth Partners, LLC, ~~Loeb~~CGP ~~Investors~~Acquisition, CoInc., XLUnited Park City Mines Company and those parties whose names are set forth on the ~~Registrant.~~ signature pages thereto

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.

UNITED PARK CITY MINES COMPANY

By: ___/s/ ~~Joseph~~Hank ~~S. Lesser~~Rothwell________________________

~~Joseph~~Hank ~~S. Lesser~~Rothwell

~~Chairman of the Board~~President

Dated: ~~July~~August 2226, 2002

Index to Exhibits

10.1 ~~Supplemental~~ ~~Stock Purchase~~ Agreement ~~(the~~and ~~"Agreement")~~Plan of Merger, dated ~~July~~as 19of August 26, 2002, by and among Capital Growth Partners, LLC, ~~Loeb~~CGP ~~Investors~~Acquisition, CoInc. XL, United Park City Mines Company and those parties whose names are set forth on the ~~Registrant.~~ signature pages thereto

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