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): July 12, 2004
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IMPERIAL PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-9923 95-3386019
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
329 MAIN STREET, SUITE 801, EVANSVILLE, IN 47708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) - 867-1433
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This Form 8-K and other reports filed by the Registrant from time-to-time with
the securities and Exchange Commission (collectively the "Filings") contain
forward-looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in
these Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although the Registrant believes that the expectations reflected in the
forward-looking statements are reasonable, the Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
the Registrant does not intend to update any of the forward-looking statements
to conform these statements to actual results.
ITEM 5. Changes in Control:
On July 12, 2004 Imperial Petroleum, Inc. signed a non-binding letter
of intent with United Heritage Corporation in which United Heritage
Corporation will acquire the issued and outstanding capital stock of
Imperial Petroleum, Inc. on the basis of one share of United Heritage
Corporation for each three shares of Imperial Petroleum, Inc. The
merger of the two companies is subject to approval by the Board of
Directors and the stockholders of each of the parties as well as
regulatory, tax, accounting and normal due diligence issues.
In connection with the transaction, Jeffrey T. Wilson (or his
designees) will purchase 13,188,834 shares of United Heritage
Corporation common stock for a purchase price of $0.75 per share. A
total of 7,855,500 of these shares will be purchased from Walter G.
Mize, President of United Heritage Corporation and from Christian
Heritage Foundation.
As a result of the merger, United Heritage Corporation may sell or
spin-off its National Sales Corporation.
Attached as Exhibit 99 is a press release announcing the transaction.
ITEM 7. Financial Statements and Exhibits:
Exhibits
99. Press Release
SIGNATURE
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 thereunto duly authorized.
Imperial Petroleum, Inc.
By: ___________________
Jeffrey T. Wilson
President
Dated: July 22, 2004
For Immediate Release
IMPERIAL SIGNS LETTER OF INTENT TO MERGE
WITH UNITED HERITAGE CORPORATION
EVANSVILLE, IN..... July 14, 2004 -- Imperial Petroleum, Inc. ("Imperial" or the
"Company")(OTCBB Symbol ... IPTM) announced it has signed a letter of intent to
merge with United Heritage Corporation (NASDAQ Symbol ... UHCP). Under the terms
of the merger, United Heritage will issue 1 share of its common stock for each 3
shares of Imperial common stock. As a result of the combination, Mr. Jeffrey T.
Wilson will become the new President and CEO of United Heritage and Mr. Walter
G. Mize will remain as the Chairman. The closing is subject to, among other
things, the execution of a definitive merger agreement and shareholder approval.
Jeffrey T. Wilson, President of Imperial, said this of the combination, "I
believe the merger of our two companies will provide the shareholders of each
company with tremendous benefits and I am excited to be a part of the combined
company. For Imperial shareholders, we merge into a NASDAQ listed company with
substantial oil and gas reserves (UHCP has stated reserves of 27.6 million
barrels of oil and 1.5 billion cubic feet of natural gas), with management
already in place, a strong balance sheet ($31.6 million in assets and $25.0
million in stockholder's equity) and on terms that we believe are balanced. For
United Heritage, Imperial adds positive revenues (estimated at $3.6 million
annually) and positive cash flow, substantial oil and gas reserves (9.5 million
barrels of oil equivalent) in other areas of the United States, financing to
place the UHCP oil and gas projects into production (financing commitment of $18
million of which $13 million is drawn) and we bring an engineering management
focus to the development of these projects. The combination of the two companies
solves a fundamental need of Imperial to add staff as it continues to grow and
provides the combined entity with a firm platform upon which to build a
substantial oil and gas company, well beyond its current size."
Imperial, through its subsidiaries and affiliates, is active in crude oil and
natural gas production and gold mining. Imperial is headquartered in Evansville,
IN.
This press release may contain "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described herein. Although the Company believes that the expectations
in such statements are reasonable, there can be no assurance that such
expectations will prove to be correct.
For further information contact: Jeffrey T. Wilson, President (812-867-1433) or
(email at jtwilsonx1@aol.com).