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) May 1, 1996
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NEVADA ENERGY COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14873 84-0897771
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
401 East Fourth Street, Reno, NV 89512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 786-7979
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(Former name or former address, if changed since last report.)
NEVADA ENERGY COMPANY, INC.
INDEX
ITEM NUMBER AND CAPTION PAGE NUMBER
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Item 1. Change in Control of Registrant . . . . . . . 1
Item 6. Resignation of Registrants Directors . . . . . 1
Item 7. Financial statements and exhibits . . . . . . . . 3
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
(a)
1. Name of the person(s) who acquired control:
Golden Chance, Limited ("Golden Chance"), an Isle of Man private
company limited by shares.
2. Amount and source of consideration used by such person(s):
$100,000 cash payment, $4,900,000 promissory note (promissory note
made and delivered by Golden Chance. The promissory note is secured
by the corporate guarantee of Waterford Trust Company, Limited, an
Irish corporation ("Waterford") and an escrow of the shares of
registrants series A preferred shares acquired by Golden Chance.
3. The basis of the control:
Pursuant to a certain letter agreement ("Letter of Intent") dated
February 29, 1996, control was obtained through the resignation of
registrants Board of Director's and the appointment by Golden Chance
of three members of the Board of Directors. Additionally, control was
obtained through Golden Chance's ownership of approximately 14% of the
aggregate amount of all classes of voting stock issued by the
registrant.
4. Date and description of transaction(s) which resulted in the change in
control:
The effective date of the transaction is May 1, 1996. The change of
control was the result of the resignation of the persons listed in
Item 6. from their position as directors and the appointment of
nominees to the Board of Directors made by Golden Chance.
Additionally, Golden Chance purchased from the registrant 1,960,795
series A preferred voting shares and 152,381 shares of the registrants
Class A common stock.
5. The percentage of voting securities of the registrant now beneficially
owned directly or indirectly by the person(s)
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who acquired control:
No voting securities are under the control of the replacement Board of
Directors.
Approximately 14% of the aggregate amount of all classes of voting
stock are now under the control of Golden Chance.
6. The identity of the person(s) from whom control was
assumed:
Jeffrey Antisdel, Chairman
Richard Cascarilla, Director
Jeffrey Hartman, Director
Michael Kassouff, Director
Jeffrey Modesitt, Director
7. The terms of any loans or pledges obtained by the new control group for
the purpose of acquiring control, including names of lenders or
pledgees:
Golden Chance has issued a non-interest bearing promissory note in the
amount of $4.9 million dollars to the registrant. The promissory note
is payable in installments. The first installment is payable July 1,
1996 in the amount of $400,000. Subsequent installments of $500,000
are payable every thirty days thereafter until paid in full. The
total principal amount of the promissory note is due and payable on
April 1, 1997. Waterford has guaranteed the obligation of Golden
Chance. The series A preferred shares acquired by Golden Chance are
held in escrow with an escrow agent for the benefit of the registrant.
Upon payment of each installment under the promissory note, a portion
of the series A preferred shares will convert to the registrants
class A common stock pursuant to the certificate of designation of the
series A preferred shares, which is on file with the Delaware
Secretary of State. The converted shares will be released from
escrow.
8. Describe any arrangements or understandings among members of both the
former and new control groups and their
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associates with respect to election of directors or other matters:
Conditional to the sale of series A preferred shares, the former
control group Chairman, Jeffrey Antisdel, and Director, Richard
Cascarilla, voluntarily resigned their respective Board of Director
positions, with nominee Directors, Charles Cain and Peter Cannell
elected by the Board of Directors. The remaining former members of
the Board subsequently resigned and John Goold has been nominated to
the Board. The active size of the board has been reduced from five
directorships to three directorships.
Arrangements which may result in a change in control of registrant.
(The arrangement for change in control is in accordance with the terms
of the Letter of Intent agreement dated February 29, 1996 which is
attached to this 8-K as and exhibit and is incorporated by reference
into this form 8-K). Further, in accordance with the Certificate of
Designation of Series B convertible preferred stock, the holders of
series B shares, may, in the event of default by Golden Chance in
payment of its note, elect a fourth director with power and authority
to enforce all of the registrants rights and remedies under the note.
Such director would serve for so long as a default existed.
Item 403(c) Securities ownership of certain beneficial owners and management.
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(1) (2) (3) (4)
Amount and nature Percent
Title of Name of Beneficial of beneficial of
class owner ownership class
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Series A
Voting
Preferred Golden Chance, Ltd. Direct ownership
1,960,795 shares 100%
Series B
Voting Direct ownership
Preferred Richard A. Cascarilla 2 shares 40%
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Series B
Voting Direct ownership
Preferred Jeffrey E. Modesitt 1 share 20%
Series B
Voting Direct ownership
Preferred Jeffrey L. Hartman 1 share 20%
Series B
Voting Direct ownership
Preferred Michael R. Kassouff 1 share 20%
Class A Golden Chance Direct ownership
Voting 152,381 shares 1.700%
Common
Class A Jeffrey E. Antisdel Direct ownership 7.720%
Voting 691,741 shares
Common
Class A Richard A. Cascarilla Direct ownership 0.128%
Voting 11,458 shares
Common
Class B Nevada Energy Partners Direct ownership 100.000%
Voting 1, Limited Partnership 4,437,473 shares
Common
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Class B Jeffrey E. Antisdel Beneficial ownership 40.000%
Voting 1,774,989 shares
Common
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
In accordance with the agreements which resulted in the change of control
referenced in Item 1. above, the following directors resigned, without
disagreement, effective May 1, 1996.: Mr. Jeffrey E. Antisdel, Mr. Richard A.
Cascarilla, Mr. Jeffrey E. Modesitt, Mr. Michael R. Kassouff and Mr. Jeffrey L.
Hartman.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements are being filed with this
Form 8-K.
(b) The following exhibits are incorporated by reference into this 8-K.
1. Directors' written notices of resignation.
2. News release dated March 16, 1996
3. News release dated May 7, 1996
4. Letter of Intent dated February 29, 1996
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 thereunto duly authorized.
NEVADA ENERGY COMPANY, INC.
/s/ Jeffrey E. Antisdel
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Jeffrey E. Antisdel, President
Date May 7, 1996
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