SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
DECEMBER 11, 2000
Date of Report
(Date of earliest event reported)
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Commission File No. 0-29164
TRI-NATIONAL DEVELOPMENT CORP.
(Name of Small Business Issuer in its charter)
Wyoming 33-0741573
(State of other Jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
480 Camino Del Rio S., Suite 140
San Diego, California 92108
(Address of principal executive officers)
(619) 718-6370
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Company has received an offer from a foreign company to buy a
controlling interest of 51% of the Company's issued and outstanding common
stock. Further, the Company has been given written notice that if a
friendly merger and/or buyout is not successful, this foreign entity will
take any and all actions necessary to consummate a merger and/or buyout,
including a hostile takeover. Since the receipt of the initial offer in
October of 2000, the Company has been negotiating to keep this transaction
on a friendly basis. However, there can be no assurances that the Company
will be successful in its efforts.
In attempting to keep negotiations on a friendly level, the Company has
supplied certain information to the Investment Bankers representing this
foreign entity, who the Company believes may already be shareowners. To
stay in compliance with Regulation FD (Fair Disclosure) of the Securities
and Exchange Commission, the Company has attached the information it has
supplied that has not yet been made available to the public.
Effective October 23, 2000, Regulation FD is a new issuer disclosure rule
that addresses selective disclosure. The regulation provides that when an
issuer, or person acting on its behalf, discloses material nonpublic
information to certain enumerated persons (in general, securities market
professionals and holders of the issuer's securities who may well trade on
the basis of the information), it must make public disclosure of that
information. The timing of the required public disclosure depends on
whether the selective disclosure was intentional or non-intentional; for an
intentional selective disclosure, the issuer must make public disclosure
simultaneously; for a non-intentional disclosure, the issuer must make
public disclosure promptly. Under the regulation, the required public
disclosure may be made by filing or furnishing a Form 8-K, or by another
method or combination of methods that is reasonably designed to effect
broad, non-exclusionary distribution of the information to the public.
Rule 10b5-1 addresses the issue of when insider trading liability arises in
connection with a trader's "use" or "knowing possession" of material
nonpublic information. This rule provides that a person trades "on the
basis of" material nonpublic information when the person purchases or sells
securities while aware of the information. However, the rule also sets
forth several affirmative defenses, which we have modified in response to
comments, to
permit persons to trade in certain circumstances where it is clear that the
information was not a factor in the decision to trade.
Rule 10b5-2 addresses the issue of when a breach of a family or other non-
business relationship may give rise to liability under the misappropriation
theory of insider trading. The rule sets forth three non-exclusive bases
for determining that a duty of trust or confidence was owed by a person
receiving information, and will provide greater certainty and clarity on
this unsettled issue.
THE COMPANY HAS PRESENTED THE FOLLOWING CURRENT GENERAL STATUS OF THE
COMPANY TO THE SUBJECT INVESTMENT BANKERS:
INTRODUCTION
* The Company has assets that are estimated to be in excess of
$240,000,000.
* Its market cap (total value of shares outstanding) on October 17,
2000 at 10:12 am was $4.4 million, with a share price of $0.14.
* The Company is publicly owned with an inside group controlling
approximately 15.1%% of the outstanding shares.
* Total shares authorized: 100,000,000.
* Total shares outstanding (approximately): 35,000,000.
* The stock is currently selling at $0.12 per share, down from a
high of $1.00 in July 1999, a loss in shareholder value of 88%.
* The Company's earnings per share for the annual fiscal period
ended April 30, 2000 was $.015 per share.
* The Company has been unprofitable for the last three fiscal
years. Due primarily to the company taking advantage of property
acquisition opportunities there by positioning the company for
substantial future profit and growth.
* The chief officers and directors of the Company are generally in
their 40's through mid 60's.
* The developable properties of the Company are located in the
Northern Baja of Mexico and Southern California, primarily in the
San Diego, California area and Arizona.
THE OPPORTUNITY
We believe that the Company is substantially undervalued as measured by the
price of its stock on the NASDAQ exchange. The asset base of the Company,
per balance sheet, far outstrips the value of the shares by a margin of
roughly 20 to 1.
COMPANY OPINION AS TO VALUE OF INVESTMENTS CURRENTLY ON BALANCE SHEET
* This analysis adjusts the value of the assets in Mexico to current
market values. U.S. assets are maintained at current value.
* Future Developed Values are gross values upon completion, including
cost of development.
AS PER FUTURE DEVELOPED
INVESTMENTS BALANCE SHEET VALUE
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NetRom, Inc. Conv. Pref. Stock 1,292,794 1,292,794
Taig Conv. Pref. Stock 3,000,000 3,000,000
MRI Medical Diagnostics, Inc. 18,185 18,185
Hills of Bajamar 4,219,577 150,000,000
Plaza resort timeshares 4,645,085 22,000,000
Bajamar Las Perlas Condos - -
Assisted living - Other Locations 2,450,516 2,450,516
Shopping Center - Plaza Rosarito 11,883,398 16,000,000
Portal del mar Condominiums 1,484,232 6,000,000
Hall of fame fitness center 50,708 50,708
42 Lots & 36 Condos - Plaza Rosarito - 3,800,000
Youngstown Gardens 13,000,000 22,000,000
Temecula Gardens 4,400,000 6,900,000
International Health Network 17,334 17,334
Beach front 15 Acres - Plaza Rosarito - 10,000,000
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Total Investments - Per Balance Sheet $56,461,829
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Total Investments - Future Developed Value $241,079,021
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Tri-National has established a vested position in real estate developments
in the Northern Baja region of Mexico - an area undergoing very dramatic
and rapid growth. A major renovation to the port of Ensenada, plans for a
new international airport, construction of 20th Century Fox's production
studio for the
filming of "Titanic", and the development of a major marina are all
occurring within the immediate area surrounding Tri-National's
developments. They are indicative of the potential and economic strength of
the region and the rapid growth in which Tri-National will participate.
Relationships are still the key to doing business in Mexico, and the
Company has spent years developing and fostering relationships with the
Baja communities in which it is working. By way of example, for the last
two years at Christmas time, TND has put up a 40 foot Christmas tree at its
Plaza Rosarito property and sponsored a Santa Claus giveaway of over
$10,000 in presents to the children of Rosarito. The Company is seen as a
contributor to the region and a desirable development partner, which has
been and remains our commitment. These relationships and Tri-National's
long-standing involvement in development in the region have begun to bear
fruit. The Company expects to continue to grow dramatically over the next
few years, both in asset base and earnings. The stock currently sells at
a fraction of book value. As the Company's earnings grow, we further
expect that we will be able to achieve a stock price allowing listing on
NASDAQ, since the company already qualifies under the other requirements of
asset base and being fully S.E.C. reporting. Listing on NASDAQ will
immediately increase the Company's exposure and support among institutions
and brokers, with obvious continued benefits for all shareholders. We
believe TNAV stock represents an excellent investment value on the basis of
our Baja projects alone, with potential for dramatic appreciation over the
near to mid term.
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: December 11, 2000
TRI-NATIONAL DEVELOPMENT CORP.
(Registrant)
By: Michael A. Sunstein,
President, Chief Executive
Officer and Chairman of
the Board