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)
November 19, 1996
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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3748 Highway 45 North, Columbus, Mississippi 39701
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(Address of principal executive offices)
Registrant's telephone number, including area code: (601) 329-1047
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On November 19, 1996, pursuant to an agreement entered into on that
date, the Company acquired all of the issued and outstanding capital stock of
DynaJet, Inc., a Wyoming corporation ("DynaJet"). DynaJet is engaged in the
wireline and oil and gas well services business in the Gillette, Wyoming area.
Its service area includes the states of Wyoming, South Dakota, Montana and New
Mexico. The capital stock was acquired from Mr. Les DeSavedo, the sole
stockholder of DynaJet, for an aggregate purchase price of $756,531. DynaJet's
operating assets consist of eight wireline trucks and related equipment, two
80-foot mast trucks, three pickup trucks, a utility van and assorted other
trailers, tools and equipment. DynaJet's assets also include two parcels of real
estate located in Gillette, Wyoming aggregating approximately 7 1/2 acres
presently used for offices, a workshop and storage. All of the trucks and other
equipment are believed by the Company to be in good operating condition. DynaJet
has been engaged in wireline and oil and gas well services business for more
than the past 18 years.
The Company intends to sell the real estate acquired and consolidate
Dynajet's facilities at the Company's Mississippi operatin location.
In conjunction with the transaction, Mr. DeSavedo entered into a
three-year employment agreement with DynaJet which provides for a monthly salsry
of $3,250.
The purchase price for DynaJet was paid in part in cash and in part by
delivery of two promissory notes of the Company aggregating $380,000 each of
which is secured by one of the two parcels of real estate acquired. The cash
portion of the purchase price of $379,531 was funded using a portion of the
proceeds of a private placement of shares of the Company's Common Stock that was
completed on October 25, 1996.
Of the promissory notes, one is outstanding in the principal amount of
$150,000, bears interest at 8% per annum and is due on the earlier of the date
of the sale of the property securing payment of the note or November 19, 1997.
The second promissory note is outstanding in the principal amount of $230,000,
bears interest at the rate of the lesser of $1,500 per month or 8% per annum and
is due on the earlier of the date of the sale of the property securing payment
of the note or November 19, 2002.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
It is impracticable for the Company to provide the required
financial statements for the business acquired at the time this Current Report
on Form 8-K is filed. Such financial statements will be filed as soon as
practicable, but not later than 60 days after the date this Current Report on
Form 8-K is required to be filed.
(b) Pro forma financial information.
It is impracticable for the Company to provide the required
pro forma financial information for the business acquired at the time this
Current Report on Form 8-K is filed. Such pro forma financial information will
be filed as soon as practicable, but not later than 60 days after the date this
Current Report on Form 8-K is to be filed.
(c) Exhibits.
(1) Purchase Agreement dated November 19, 1996 between
Black Warrior Wireline Corp. and Les DeSavedo.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Black Warrior Wireline Corp.
Dated: November 9, 1996 By: /s/ William L. Jenkins
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William L. Jenkins, President