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
August 11, 1997
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Date of Report (Date of earliest event reported)
Great Eastern Energy and Development Corporation
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(Exact name of registrant as specified in its charter)
Commonwealth of Virginia 2-72232 54-1082057
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(State or other jurisdiction) (Commission File Number) (IRS Employer ID No.)
5990 Greenwood Plaza Blvd., Suite 127
Greenwood Village, Colorado 80111-4708
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(Address of principal executive offices)
(303) 773-6016
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 1. Changes in Control of Registrant.
(a) Pursuant to a Tender Offer which commenced on July 11, 1997 and
closed on August 11, 1997 ("the Tender Offer"), Caprito Gas Corporation
("Caprito") and its sole shareholder, Kevin O. Butler ("Butler"), acquired
control of Great Eastern Energy and Development Corporation (the "Registrant"),
by Caprito acquiring 17,172,603 shares of the Registrant's Common Stock, par
value $.10 per share (the "Common Stock"), constituting 91.13% of the
outstanding shares of Common Stock. Caprito acquired such shares in the Tender
Offer for a price of $0.22 per share, for a total purchase price of
$3,777,972.66. The source of the purchase price was a loan to Caprito and Butler
from Texas Commerce Bank National Association, Midland, Texas. Some of the terms
of such financing may be summarized as follows: (1) the facility consists of two
loans, a term loan and a single pay loan, with a maturity of one year and 120
days, respectively; (2) the term loan bears interest at the bank's prime rate
plus 1%, and the single pay loan bears interest at the bank's prime rate plus
3%; and (3) the collateral for the loans includes the Common Stock acquired by
Caprito in the Tender Offer, the stock of Caprito, and certain of Butler's oil
and gas properties.
The Registrant was previously controlled by Mr. Alex G. Campbell, Jr. and
Mr. William T. Young, both of whom tendered their shares of Common Stock to
Caprito in the Tender Offer.
Pursuant to an agreement entered into prior to the commencement of the
Tender Offer, the directors elected by the former control group appointed Butler
as a director of the Registrant, and then all of the officers and directors
other than Butler resigned effective August 15, 1997. As a result, Butler is the
sole director and sole executive officer of the Registrant.
(b) Other than the pledge of the Common Stock owned by Caprito to
secure the bank loan described above, there are no arrangements known to the
Registrant which may result in a change of control of the Registrant.
ITEM 5. Other Events
As described in the Tender Offer materials, the Registrant anticipates
a proposed merger between Registrant and a wholly owned subsidiary of Caprito,
pursuant to which Caprito would acquire all of the outstanding shares of Common
Stock of the Registrant not acquired by Caprito in the Tender Offer. The
proposed purchase price is $0.22 per share, which is the same consideration per
share as paid in the Tender Offer. Caprito currently owns approximately 91.13%
of the outstanding shares of the Registrant, and would be acquiring the
remaining 8.87% pursuant to the proposed merger.
It is anticipated that the proposed merger will be subject to the following
conditions: (1) the absence of any material adverse change in the Registrant's
financial condition, results of operations or prospects prior to the closing of
the transaction; (2) the parties entering into a merger agreement containing
terms acceptable to the parties; (3) the number of shares of Common Stock with
respect to which dissenters' rights are exercised not exceeding a specified
percentage of the total number of shares outstanding; and (4) such other terms
and conditions which Registrant believes are necessary, from a legal point of
view, to solicit proxies from its stockholders with respect to the transaction.
The Registrant intends to file a proxy statement with the Securities
and Exchange Commission within thirty days in connection with a special meeting
of stockholders at which the proposed merger will be the only item of business.
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.
GREAT EASTERN ENERGY
AND DEVELOPMENT CORPORATION
Date: August 22, 1997 By: /s/ Kevin O. Butler
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Kevin O. Butler, President
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