This is a Confirming Copy of a filing made in paper on
January 16, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - December 22, 1995
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GULF EXPLORATION CONSULTANTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17246 76-0243525
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
10 Rockefeller Plaza, Suite 1012
New York, New York 10020
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (212) 247 - 2120
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1270 Avenue of the Americas, Suite 2900, New York, New York 10020
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(Former Name or Former Address, if changed since last report)
Page 1 of 31 Pages
Exhibit Index on Page 4
ITEM 5. OTHER EVENTS
I. APPOINTMENT OF MESSRS. NOLAN AND METCALFE AS DIRECTORS OF THE
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REGISTRANT
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On December 5, 1995, the Board of Directors of Gulf Exploration
Consultants, Inc., a Delaware corporation (the "Registrant"), accepted the
resignation of Paul L. H. Bristol and appointed Michael Nolan and Jeremy
Metcalfe to fill vacancies on the Board.
Mr Nolan (age 33), a chartered accountant, has been the Chief
Financial Officer of the Registrant since May 1994. He has also served as
Finance Director of Minmet plc, a Republic of Ireland corporation
("Minmet"), since April 1994. Minmet owns approximately 52.8% of the
Registrant's outstanding Common Stock. From 1989 through April 1994, Mr.
Nolan was an associate director of Equity and Corporate Finance plc, a
London based investment company.
Mr. Metcalfe (age 56) has served as the Chairman of the Board of
Directors of Minmet since September 1995 and he is also on the Board of
Directors of several Minmet subsidiaries. Mr. Metcalfe has also served as
a director of City Venture Properties Limited, a real estate brokerage
firm, since 1989 and he has been a senior partner in JP Metcalfe
Associates, a corporate finance firm in Kent, England, specializing in the
venture capital industry, since 1980.
II. PROPOSED RECAPITALIZATION
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On December 7, 1995, the Registrant entered into a Subscription
Agreement and Option (the "Micron Subscription") with Minmet, Micron
Limited ("Micron") and Emerging Money Limited, a Republic of Ireland
corporation and wholly-owned subsidiary of the Registrant ("Emerging
Money"), relating to the acquisition by Micron of Common Stock of Emerging
Money which would result in Micron owning 72.5% of the shares outstanding
after the closing. Emerging Money has a 50% interest in Russia Money
Limited. The closing of the transactions contemplated by the Micron
Subscription is subject to certain conditions, including approval by the
stockholders of the Registrant. Pending the closing, Micron shall pay or
advance funds to creditors of Emerging Money and Micron shall have the
right to control the management and finances of Emerging Money and to
request Emerging Money to provide to Micron exclusive editing and
administration services upon a fee basis. As of the entry into the Micron
Subscription, neither the Registrant nor Emerging Money had sufficient
capital to maintain the continuing operations of Emerging Money.
On December 22, 1995, the Registrant and Minmet entered into a
letter agreement (the "Letter Agreement") with DRM&S Inc. and Dennis
Mensch, each the holder of the Registrant's notes (the "Notes") in the
principal amount of $100,000, regarding the payment of certain outstanding
liabilities and future expenses of the Registrant and certain other related
matters in connection with the proposed transaction under the Micron
Subscription and a recapitalization (the "Recapitalization") of the
Registrant. The Recapitalization, which is subject to stockholder
approval, would include a reverse split of the Registrant's Common Stock,
the exchange by DRM&S Inc. and Mensch of their Notes for which each would
receive 22% of the Registrant's shares then to be outstanding, and the
Registrant would transfer its 27.5% interest in Emerging Money
(constituting its entire interest in Emerging Money after the closing of
the Micron Subscription) to Minmet in exchange for Minmet reducing its
ownership of the Registrant's shares to an amount equal to 15% after the
Recapitalization (subject to downward adjustment if the value of the
Emerging Money Shares exceeds the value of the Registrant's shares to be
exchanged).
After the Recapitalization, the Registrant will seek new business
opportunities, subject to a non-competition covenant in the Micron
Subscription.
The Micron Subscription and the Letter Agreement are included as
Exhibits 99.1, and 99.2, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
Number Page
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99.1 Subscription Agreement and Option, 6
dated December 7, 1995, among the
Registrant, Minmet, Micron and Emerging
Money (without exhibits).
99.2 Letter Agreement, dated December 22, 25
1995, among the Registrant, Minmet,
DRM&S Inc. and Dennis Mensch
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: January 3, 1996 GULF EXPLORATION CONSULTANTS, INC.
(Registrant)
/s/ L. George Rieger
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L. George Rieger, President
EXHIBIT INDEX
Exhibit Page
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99.1 Subscription Agreement and Option, dated December 7,
1995, among the Registrant, Minmet, Micron and
Emerging Money.
99.2 Letter Agreement, dated December 22, 1995, among the
Registrant, Minmet, DRM&S Inc. and Dennis Mensch