U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Act of 1934
April 27, 2001
----------------------------------------------------------
Date of Report (date of earliest event reported)
Capco Energy, Inc.
----------------------------------------------------------------
Exact Name of Registrant as Specified in its Charter
Colorado 0-10157 84-0846529
- - --------------------------- --------------------- ---------------------
State or Other Jurisdiction Commission File IRS Employer
of Incorporation Number Identification Number
2922 East Chapman Avenue, Suite 202
Orange, California 92869
-----------------------------------------------------------------------
Address of Principal Executive Office, Including Zip Code
(714) 288-8230
------------------------------------------------------------------
Registrant's Telephone Number, including Area Code
This 8-K Current Report is amended hereby to file the proforma financial
information required by Item 7(b).
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On April 27, 2001, the Registrant acquired all of the outstanding stock
of Meteor Enterprises, Inc. ("Meteor"). The closing was effective as of April
27, 2001. Meteor is a petroleum marketing and distribution company doing
business in New Mexico, Colorado, Wyoming, South Dakota, Nevada, Utah, Montana,
Nebraska and Idaho.
Meteor Industries, Inc, the sole shareholder of Meteor, received
consideration of $5,500,000, consisting of $4,697,501 in cash paid at
closing, $302,499 in the form of 100,833 shares of common stock of Meteor,
and a promissory note issued by the Registrant in the principal amount of
$500,000 payable nine months after the closing date. The Registrant was an
approximate 30% shareholder of Meteor Industries, Inc. prior to this
transaction. Three directors of the Registrant, Ilyas Chaudhary, Dennis
Staal and Irwin Kaufman, were also directors of Meteor Industries, Inc. at
the time the agreement was entered into and closed. The amount of
consideration given was determined based on negotiations between the
parties. The transaction was approved by the shareholders of Meteor
Industries, Inc. at a meeting held on March 27, 2001.
Meteor's assets include cash, accounts receivable, inventory and
distribution centers located in New Mexico, Wyoming, Nevada, and Colorado.
Meteor's total revenues were $196,800,000 for the year ended December 31,
2000.
The Registrant used proceeds from its recent sales of marketable securities
and from short term borrowings to make the acquisition.
(b) The Registrant will continue to operate Meteor as a subsidiary in the
petroleum marketing and distribution industry.
1
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements. Previously filed as Exhibit 99.1 to Amendment
Number One to this Form 8-K.
(b) Pro forma financial information. Filed herewith as Exhibit 99.2.
(c) Exhibits
Exhibit 10.1 Stock purchase agreement, (1)
dated January 30, 2001, by and
between Capco Energy, Inc. and
Meteor Industries, Inc.
Exhibit 10.2 Amendment to Stock purchase (1)
dated January 30, 2001, by and
between Capco Energy, Inc. and
Meteor Industries, Inc.
Exhibit 99.1 Financial Statements of business acquired. (1)
Exhibit 99.2 Proforma financial information (filed herewith)
(1) Previously filed
2
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.
CAPCO ENERGY, INC.
Amendment No. 2
Dated: May 14, 2001 By:/s/ Dennis R. Staal
----------------------
Dennis R. Staal
Chief Financial Officer
3