[TEXT]
UNITED STATES
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 (date of earliest event reported): January 20, 1994
AMERICAN NUCLEAR CORPORATION
______________________________________________
(Exact name of registrant as specified in charter)
Colorado 0-1764 83-078547
_______________________________ ___________ _________________
(State or other jurisdiction of Commission I.R.S. Employer
incorporation or organization) File No. Identification No.
550 No. Poplar, Ste 6, Casper, Wyoming 82601
________________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (307) 265-7912
Item 5. Other Events
On January 20, 1994 Cycle Resource Investment Corporation (CRIC)
agreed to forbear until June 30, 1994 from enforcing any of CRIC's
rights or remedies as lender against the Company as borrower on
account of loans by CRIC that matured on August 31, 1993. As of
January 20, 1994 the unpaid principal balance of the loans was
$2,031,200 plus interest.
The Company has publicly announced that its uranium properties
are for sale. It intends to sell the properties by June 30, 1994 in
order to obtain funds to pay the CRIC loan and provide working
capital. The Company is discussing sales of the properties with
several prospective buyers. The Company's principal property is the
Peach properties which were produced during the early 1960's and are
permitted for open pit mining by the Wyoming Department of
Environmental Quality. The uranium properties are located in the Gas
Hills uranium district in central Wyoming and consist of
approximately 15,000 acres of mining claims on which known uranium
deposits have been identified.
Item 7. Exhibits
Exhibit No. Description
10 Forbearance Agreement between American Nuclear
Corporation and Cycle Resource Investment
Corporation
SIGNATURE
Pursuant to the requirement 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.
(REGISTRANT) AMERICAN NUCLEAR CORPORATION
BY: William C. Salisbury /s/ William C. Salisbury
(NAME AND TITLE) -----------------------------
WILLIAM C. SALISBURY, PRESIDENT
DATE: January 21, 1994
Exhibit 10
FORBEARANCE AGREEMENT
This FORBEARANCE AGREEMENT (The "Agreement") is made as of the
1st day of September, 1993, between AMERICAN NUCLEAR CORPORATION, a
Colorado corporation ("Borrower" or "ANC") and CYCLE RESOURCES
INVESTMENT CORPORATION, a Delaware corporation ("Lender" or "CRIC").
RECITALS
A. Pursuant to a Loan Agreement dated May 16, 1991, (the
"Loan Agreement") between Borrower and Lender, Lender agreed to loan
Borrower up to $200,000 (the "First Loan"). The First Loan is
evidenced by a certain Promissory Note (Multiple Advance) dated as of
May 16, 1991, in due principal amount of $200,000. The First Loan
was secured by an Assignment and Security Agreement dated as of May
16, 1991 (the "Security Agreement"), and a Mortgage, Assignment,
Security Agreement and Financing Statement dated as of May 16, 1991
(the "Mortgage").
B. The Security Agreement and Mortgage were properly
perfected through the filing of appropriate financing statements and
the recording of the Mortgage.
C. The First Loan was amended on three separate occasions.
On June 27, 1991, the Loan was increased to $650,000, with the
Borrower executing and delivering appropriate amending documents,
including an Amended Promissory Note (First), a First Amendment to
Mortgage, Assignment, Security Agreement and Financing Statement, the
Agreement and First Amendment to Loan Agreement and the appropriate
Uniform Commercial Code amendments, all dated as of June 27, 1991.
The amendments were recorded and filed where appropriate.
D. The First Loan was again amended in December 1991, with
the Loan amount increased to $1,250,000. The Borrower executed and
delivered appropriate amending documents, including an Amended
Promissory Note (Second), a Second Amendment to Mortgage, Assignment,
Security Agreement and Financing Statement, the Agreement and Second
Amendment to Loan Agreement and the appropriate Uniform Commercial
Code amendments, all dated as of December 10, 1991. The amendments
were recorded and filed where appropriate.
E. The First Loan was again amended in August 1993, with the
Loan increased to $1,383,200. The Borrower executed and delivered
appropriate amending documents, including an Amended Promissory Note
(Third), a Third Amendment to Mortgage, Assignment, Security
Agreement and Financing Statement and the appropriate Uniform
Commercial Code amendments, all dated as of August 24, 1993. The
Amended Promissory Note (Third) shall be referred to as "Note One."
F. Lender made a second loan to Borrower in the amount of
$124,000 in August 1992 (the "Second Loan"). The Second Loan was
evidenced by a Promissory Note in favor of the Lender in the amount
of $124,000, and secured by a Security Agreement Covering Accounts
and Contract Rights dated as of August 24, 1992. The Second Loan was
amended on September 30, 1992, and March 23, 1993, with the amount of
the Second Loan increasing to $648,000. The Promissory Note, as
amended, shall be referred to as the "Second Note." In each
instance, the Borrower executed and delivered to Lender appropriate
amending documents, including amended promissory notes and mortgages.
The amendments were recorded and filed where appropriate.
G. The First Loan and the Second Loan shall together be
referred to as the "Loans." All security agreements, financing
statements, assignments, mortgages and other collateral documents
executed in connection with the Loans shall be referred to as the
"Security Documents." Note One and Note Two shall be referred to as
the "Notes." All documents executed in connection with the Notes,
the Loans and the Security Documents shall be referred to as the
"Loan Documents."
H. Borrower and Lender have been negotiating further
revisions to the Loans during the past few months. The Loans both
matured as of August 31, 1993, and as of that date the outstanding
principal balance of the First Loan was $1,383,200 and the
outstanding principal balance of the Second Loan was $648,000.
I. The Borrower is in the process of attempting to sell
certain uranium claims which shall be referred to herein as the
"Peach Properties." The Peach Properties are encumbered by the
Security Documents in favor of Lender. Borrower expects that its
sale effort for such properties can be completed by June 30, 1994.
J. Borrower has requested that Lender agree to forbear from
enforcing any of Lender's rights or remedies against Borrower under
or in connection with the Loans and the Security Documents or any
existing defaults thereunder, and Lender is willing to do so upon the
terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Borrower and Lender
agree as follows:
1. Incorporation of Recitals. The recitals set forth above
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are hereby incorporated and made a part of this Agreement.
2. Forbearance. Subject to the provisions of Paragraph 10
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herein, Lender agrees to forbear from enforcing any of Lender's
rights or remedies against Borrower under or in connection with the
Loans, the Notes and the Security Documents or any existing defaults
thereunder, until June 30, 1994 (the "Forbearance Covenant"). The
period from September 1, 1993, through June 30, 1994, shall be
referred to as the "Forbearance Period."
3. Acknowledgement of Indebtedness Outstanding. Lender and
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Borrower hereby acknowledge that as of September 1, 1993, the unpaid
principal balance on the Loans is $2,031,200, together with accrued
but unpaid interest thereon in the amount of $78,036.72, for a total
indebtedness of $2,109,236.72. The outstanding principal balance as
of September 1, 1993, on Note One is $1,383,200, with accrued and
unpaid interest in the amount of $49,690,07. The outstanding
principal balance as of September 1, 1993, on Note Two is $648,000,
with accrued and unpaid interest in the amount of $28,346.65.
Borrower acknowledges that it is directly obligated to Lender for
payment of the indebtedness under the terms of the Notes.
4. Sale of Peach Properties. Borrower shall continue in its
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efforts to market and sell the Peach Properties during the
Forbearance Period.
5. Use of Waste Disposal Proceeds. In order to enable the
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Borrower to remain in operation during the Forbearance Period, Lender
will consent to the use of any proceeds received by Borrower from the
waste disposal contracts that are pledged to Lender; provided,
however, that any such proceeds will be utilized solely to maintain
the operations of the Borrower and to promote the sale of the Peach
Properties.
6. Interest on the Loans. Borrower acknowledges that
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interest has been accruing on the Loans according to the interest
rate set forth in the Loan Documents. During the Forbearance Period,
interest will continue to accrue at the non-default rate under the
Notes.
7. Repayment of the Loans. The outstanding principal and
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accrued interest on the Loans shall be paid to Lender from the sale
proceeds from the sale of the Peach Properties upon the closing date
of such but in no event not later than June 30, 1994.
8. Reporting Requirements. So long as any amounts remain
----------------------
outstanding under the Loans, Borrower shall furnish Lender the
following:
(a) Within ten business days following the execution of
this Agreement and on the tenth business day of each
month thereafter, an income statement certified by
an officer of the Borrower for the prior month
showing all income and expenses for the Borrower for
that month.
(b) Within ten business days following the submission of
any documents to the Securities and Exchange
Commission ("SEC") or the Internal Revenue Service
("IRS"), copies of all such SEC or IRS submissions.
(c) Not less than ten business days before the proposed
sale of the Peach Properties, a copy of the proposed
settlement statement for such proposed sale along
with the appropriate escrow instructions for the
payments to be made to Lender in connection
therewith.
9. Events of Default. The occurrence of any one or more of
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the following events shall constitute a default hereunder:
(a) The failure of the Borrower to perform any of its
obligations hereunder.
(b) If any representation or warranty made by Borrower
herein, or in any letter or certificate furnished to
Lender shall be materially untrue.
(c) If the Borrower shall become insolvent or unable to
pay its debts as they mature, or shall commence a
voluntary case in bankruptcy or shall approve or
consent to the filing of an involuntary case
relating to it pursuant to any statute of the United
States or any other relevant jurisdiction relating
to bankruptcy, insolvency or other action for any
other relief under a law affecting creditors'
rights, or shall apply for or consent to or suffer
the appointment of any receiver or trustee.
(d) The Borrower's board of directors shall resign or
the Borrower otherwise ceases to be a corporation in
good standing under the laws of its state of
incorporation.
(e) If the Borrower shall disaffirm, orally or in
writing, any of the representations and warranties
made herein or in any of the Loan or Security
Documents.
(f) If the Borrower fails to take the steps necessary to
maintain its interests in the Peach Properties.
10. Representations and Warranties. Borrower represents and
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warrants to Lender that:
(a) The Borrower is a corporation duly organized,
validly existing and in good standing under the laws
of Colorado and is in good standing as a foreign
corporation in Wyoming and in each jurisdiction
where, because of the nature of its activities or
properties, such qualification is required.
(b) This Agreement has been duly authorized, executed
and delivered on its behalf, and constitutes a valid
and legally binding agreement of Borrower,
enforceable against Borrower in accordance with its
terms.
(c) Since May 16, 1991, Borrower has not permitted the
creation of, or suffered to exist, any further or
additional mortgages, liens, pledges, charges,
assignments, security interests or encumbrances of
any kind upon its respective assets or properties.
11. Terms of Loan Agreements to Remain in Effect. Except as
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specifically modified and amended herein, all terms and provisions of
the Loan Documents shall remain unchanged and in full force and
effect. Borrower hereby renews Note One and Note Two and promises to
pay to the order of Lender all principal amounts due and owing
thereunder, plus accrued and unpaid interest, upon the termination of
the Forbearance Period.
12. Continuation and Reaffirmation of Liens and Security
----------------------------------------------------
Interests. Borrower ratifies and reaffirms the liens and security
- ---------
interests created and granted to Lender in the Security Documents.
Borrower agrees that this Agreement shall in no manner affect Lender
adversely or impair the enforceability of the Loan Documents. The
liens and security interests created by the Security Documents shall
in no manner be waived or affected by this Agreement, the purpose of
which is merely to establish the Forbearance Covenant pursuant to
which Lender agrees to forbear from pursuing its remedies under the
Loan Documents during the Forbearance Period.
13. Ratification of the Loan Documents. The Loan Documents
----------------------------------
and all rights, remedies and powers created thereby or thereunder are
in all respects ratified, affirmed and confirmed by the Borrower and
Lender.
14. No Other Modifications. Except as expressly set forth in
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this Agreement, Lender shall have no further obligation to waive any
defaults or to grant any further extension of the Forbearance
Covenant upon the termination of the Forbearance Period.
15. Governing Law. This Agreement shall be subject to,
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governed by and construed in accordance with the laws of the State of
New York.
16. Counterparts. This Agreement may be executed in any
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number of counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first noted.
LENDER:
CYCLE RESOURCES INVESTMENT
CORPORATION
By: /s/ James C. Cornell
James C. Cornell, President
BORROWER:
AMERICAN NUCLEAR CORPORATION
By: /s/ William C. Salisbury
William C. Salisbury,
President