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: November 30, 1995
Black Warrior Wireline Corp.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-18754 11-2904094
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
3748 Highway 45 North
Columbus, Mississippi 39701
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (601) 329-1047
Including Area Code:
Item 1. Changes in Control of Registrant
Pursuant to a Reorganization Agreement, dated as of November 30, 1995,
certain debtholders of Black Warrior Wireline Corp. (the "Company") agreed to
exchange outstanding debt of the Company for shares of the Common Stock, par
value $.0005 per share (the "Common Stock"), of the Company. In connection with
the reorganization, the Company effected a 1-for-200 reverse stock split,
effective as of October 30, 1995. The numbers of shares of stock exchanged or to
be exchanged for debt pursuant to the Reorganization Agreement reflect this
reverse stock split. As a result of the issuance of a total of 1,298,565 shares
of Common Stock of the Company under the Reorganization Agreement, the control
of the Company will be placed in the hands of different shareholders. Pursuant
to the Reorganization Agreement, the principal debtholders have exchanged or
will exchange debt for shares of Common Stock as follows:
Name of Debtholder Principal Amount of Total Number of
Debt Shares to be Issued
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Mansfield Soderberg $262,500 131,250
& Co., Ltd.
Pangaea Investment $262,500 131,250
Consultants, Ltd.
International Trust $262,500 131,250
Company of Bermuda,
Ltd.
Morgan Devin Everett $262,500 131,250
& Co., Ltd.
Henry Hoffman $450,000 225,000
W. Stewart Cahn $250,000 125,000
Lorin Silverman $100,000 50,000
William L. Jenkins $400,000 200,000
Danny Ray Thornton $127,342 63,671
Reese James $127,342 63,671
Allen and Lanelle $42,447 21,223
Neel
As of March 31, 1995, there were two principal stockholders of the
Company, MTC Investments, Inc., which owned, directly or indirectly, 24.38%, and
William L. Jenkins, the Company's President, who owned 11.65%, of the 14,169,258
then-outstanding shares of Common Stock of the Company. As of December 1, 1995,
316,901 shares of a total 1,298,565 shares to be issued in the
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reorganization have been issued, resulting in the ownership of the Company,
directly or indirectly, as follows (based on 387,747 shares of the Company's
Common Stock outstanding as of December 1, 1995):
Number of Shares Percentage of
Name of Stockholder Owned Outstanding Shares
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Mansfield Soderberg 56,112 14.47%
& Co., Ltd.
International Trust 56,112 14.47%
Company of Bermuda,
Ltd.
Morgan Devin Everett 56,112 14.47%
& Co., Ltd.
Danny Ray Thornton 63,671 16.42%
Reese James 63,671 16.42%
Allen and Lanelle 21,223 5.47%
Neel
MTC Investments, 17,273 4.45%
Inc.
William L. Jenkins 8,252 2.13%
When all 1,298,565 shares of Common Stock to be issued in connection
with the reorganization have been issued, which is expected to have occurred by
January 31, 1996, the principal stockholders of the Company will be as follows
(based on a total of 1,409,411 outstanding shares of the Company's Common
Stock):
Number of Shares Percentage of
Name of Stockholder Owned Outstanding Shares
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Mansfield Soderberg 131,250 9.31%
& Co., Ltd.
Pangaea Investment 131,250 9.31%
Consultants, Ltd.
International Trust 131,250 9.31%
Company of Bermuda,
Ltd.
Morgan Devin Everett 131,250 9.31%
& Co., Ltd.
William L. Jenkins 208,252 14.78%
Danny Ray Thornton 63,671 4.52%
Reese James 63,671 4.52%
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Allen and Lanelle 21,223 1.51%
Neel
Robert Lisnoff 40,000 2.84%
Henry Hoffman 225,000 15.96%
W. Stewart Cahn 125,000 8.87%
Lorin Silverman 50,000 3.55%
B. and E. Deeds 25,000 1.77%
MTC Investments, 17,273 1.23%
Inc.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
(2) Reorganization Agreement, dated November 30, 1995,
by and among Black Warrior Wireline Corp. and
Pangaea Investment Consultants, Ltd.,
International Trust Company of Bermuda, Ltd.,
Morgan Devin Everett & Co., Ltd., Mansfield
Soderberg & Co. Ltd., William L. Jenkins, Reese
James, Allen and Lanelle Neel, Danny Ray Thornton,
Henry Hoffman, W. Stewart Cahn, Lorin Silverman,
B. Deeds, and E. Deeds.
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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.
Date: December 14, 1995.
Black Warrior Wireline Corp.
By /s/ WILLIAM L. JENKINS
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William L. Jenkins
President
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