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) March 15, 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, Nevada 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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989 Bible Way, Reno Nevada 89502
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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 THE REGISTRANT . . . . . . . . . . . . . . 1
Item 2. Not Applicable
Item 3. Not Applicable
Item 4. Not Applicable
ITEM 5. OTHER EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 6. Not Applicable
Item 7. Not Applicable
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
(a) The Registrant has executed a binding agreement with Waterford Trust
Company Limited ("Waterford"), effective February 29, 1996, with
additional documentation pending execution scheduled on or before March 31,
1996 which will result in a change in control of the Registrant. Water ford
has executed an agreement for the purchase of 1,999,995 Series A Preferred
shares ("Series A Preferred") valued at $2.50 per share. Aggregate
consideration for the shares of Series A Preferred is to include an initial
payment of $100,000 and incremental cash payments over a period of one (1)
year. The consideration to be paid is evidenced by a non-interest bearing
promissory note in the amount of $4,899,987.50 secured in part by a pledge
agreement. Through Water ford's purchase of the Series A Preferred shares,
Waterford will initially control approximately 13.1% of all classes of
voting stock in the Registrant (see Item 5 below). Water ford's basis of
control will be implemented through resignation(s) of the existing Board of
Directors on or before March 31, 1996 and through Water ford's initial
Series A Preferred voting rights. Further, the Registrant's Chairman,
Jeffrey Antisdel, and the Registrants Secretary and Treasurer, Richard
Cascarilla, will be required to resign effective May 31, 1996 from the
Board of Directors upon the execution of remaining documentation by the
Registrant, with remaining directors to appoint three (3) Waterford
nominees to the Board of Directors and thereafter resign.
The News Release dated March 15, 1996 is incorporated herein by reference
and made apart hereof.
ITEM 5. OTHER EVENTS.
(a) The Registrant has been notified that Waterford Trust Company Limited
("Waterford") intends to purchase 4,437,473 Class B Common shares ("Class B
Common") of the Registrant from Nevada Energy Partners I, Limited
Partnership, ("NEP"), a Nevada limited partnership. The Registrant is a 60%
owner and limited partner of NEP. NEP's General Partner and 40% owner is
Nevada Electric Power Company ("NEPC"), a Nevada corporation. NEPC is
wholly owned by the Registrant's Chairman, President and Chief Executive
Officer, Jeffrey E. Antis Del. Terms of the proposed sale of Class B Common
to Waterford include, but are not limited to, pro rat a installments of
$50,000 per month over twenty four (24) months to NEPC, with closing
contingent upon, (i) the Registrant's execution of documentation precedent
to closing the sale of Series A Preferred to Waterford, (ii) the
Registrant's releasing its NEP partnership interests and litigation rights
in Case No. CV92-04609 currently pending in the Nevada Second Judicial
District Court to NEPC, and compliance with
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applicable securities laws.
Closing is anticipated to occur on or about July, 1, 1996.
(b) If Waterford completes the purchase of all Class B Common shares, Waterford
will control an estimated 42.2% of all classes of voting stock in the
Registrant.
The News Release dated March 15, 1996 is incorporated herein by reference
and made apart hereof.
(c) EXHIBITS. News Release dated March 15, 1996.
Items No. 2, 3, 4, 6, 7, ........ Not Applicable.
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 there unto duly authorized.
NEVADA ENERGY COMPANY, INC.
/s/ Jeffrey Antisdel
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Jeffrey Antisdel, President
Date: March 15 1996
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