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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 1, 2002
COMMISSION FILE NUMBER 0-6034
STANSBURY HOLDINGS CORPORATION
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(Name Of Small Business Issuer In Its Charter)
UTAH 87-0281239
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(State Or Other Jurisdiction Of (I.R.S. Employer
Incorporation Or Organization) Identification No.)
3435 SOUTH YOSEMITE, #100, DENVER, COLORADO 80231
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(Address Of Principal Executive Offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER (720) 748-7786
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On July 31, 2002, the Board of Directors of the Registrant unanimously
resolved, through Resolution No. 02-07-31-A, attached to this filing as Exhibit
No. 1, the intent of the Registrant to Distribute to its shareholders, pro
- -rata, its subsidiary to be formed Industrial Minerals Commodities, Inc. ("IMC")
on the basis of one share of IMC stock for each sixteen shares of the Registrant
held by the shareholder.
The Directors have also proposed to re-order the ownership structure of
wholly owned subsidiaries so that Sweetwater Garner, Inc., will be a subsidiary
of Industrial Minerals Commodities, Inc., while all other subsidiaries, which
are involved in the vermiculite mineral business, remain the direct subsidiaries
of the Registrant.
As a consequence of the proposed resolution, Industrial Minerals
Commodities, Inc., will be principally engaged in the business of producing and
marketing garnet abrasives, while all vermiculite mining, beneficiation and
marketing will remain in the Registrant.
(b) The initial board of directors and corporate officers of Industrial
Minerals Commodities, Inc., will be identical to the Board of the Registrant.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements.
Financial statements of Industrial Minerals Commodities, Inc., consolidated
with its subsidiary, Sweetwater Garnet, Inc., which are not included in this
report, will be filed by amendment within 60 days.
(b) Pro forma financial information.
Pro forma financial information, which is not included in this report, will
be filed by amendment within 60 days.
(c) Exhibits
Exhibit No. 1 Resolution of the Board of Directors of Stansbury Holdings
Corporation, No. 02-07-31-A, as referred to above.
Exhibit No. 2 Press Release of August 1, 2002, announcing the Proposed
Distribution
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.
STANSBURY HOLDINGS CORPORATION.
Dated: August 1, 2002 By:/s/ Aldine J. Coffman, Jr.
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Aldine J. Coffman, Jr.
President and
Chief Executive Officer
EXHIBIT 1
Resolution 02-07-31-A
Whereas, the vermiculite industry has suffered a prolonged but unjustified
taint of association with asbestos; and,
Whereas, litigation over asbestos exposure and the injury and deaths
derived therefrom has compelled many, if not most, asbestos mining, processing
and marketing companies, to seek protection from the plethora of cases against
them, through the filings of Chapter Eleven proceedings under the federal
Bankruptcy Act; and,
Whereas, the asbestos contamination of the vermiculite mined, processed and
marketed by W. R. Grace and its affiliates, from its mine at Libby, Montana, has
attracted the attention of litigators to vermiculite as a possible source of
asbestos contamination, and led to the filing of a Chapter Eleven proceeding by
W. R. Grace which W. R. Grace attributed solely to its becoming an alleged
asbestos contributing defendant in an overwhelming number of cases; and,
Whereas, Armstrong Holdings, Federal Mogul, Kaiser Aluminum, Crown Cork and
Seal, Owens Illinois and Owens Corning have, among others, in the last two years
likewise filed for bankruptcy protection, or have contemplated filing for
bankruptcy protection, from the overwhelming onslaught of asbestos litigation;
and
Whereas, International Vermiculite (California), Inc., which was created in
2000 as a wholly owned Stansbury subsidiary, has been sued in California, along
with approximately 27 other defendants, for causing a death in 2001 for a
plaintiff's decedent alleged to have been exposed to asbestos in 1952-59; and,
Whereas, Stansbury itself has been sued in New Jersey, along with
approximately 75 other defendants, for causing the death in 2001 of another
plaintiff's decedent alleged to have been exposed to asbestos in the 1960's
through early 1980's, even though Stansbury never produced vermiculite or and
other product prior to the late summer of 2000; and,
Whereas, the vermiculite ore deposits of Stansbury have been shown
repeatedly since the late 1980's to free of asbestos contamination; and,
Whereas, in the opinion of the Board and of the Management of Stansbury,
such toxic tort litigation will have a high likelihood of naming Stansbury as
defendant in future cases, since the "deep pocket" candidates for defendants are
already under bankruptcy proceedings, and therefore the plaintiffs can only hope
for a significant recovery by pooling contributions of upwards of 100 smaller
sized defendants; and,
Whereas, in the opinion of the Board and of the Management of Stansbury,
the two present cases against Stansbury and its affiliate will see the early
dismissal of Stansbury as a defendant, the future cases may not offer such easy
resolutions; and,
Stansbury Holdings Corporation, Resolution 02-07-31-A Page 1
Whereas, the primary duty of the Board is the protection of shareholders,
since the creditors of a company have adequate protection under the law, and it
behooves the Board to devise a fair and legal strategy to protect the
shareholders from frivolous future litigation; and,
Whereas, in the opinion of the Board and of the Management of Stansbury, it
is imperative that, at this time, Stansbury, by way of a property distribution,
dividend and distribute to its shareholders all non-vermiculite assets of
Stansbury, in a new public company, to be owned on the Date of Record
("x-dividend date") by the same shareholders as those of Stansbury common shares
as of that date, in the same ratio as their ownership of Stansbury;
Now, therefore, be it moved, seconded and unanimously resolved, that:
1. That the Company create a new subsidiary, a Delaware corporation, named
Industrial Minerals Commodities, Inc., with a capitalization of 50,000,000
common shares at a par value of $0.001 per share, and with the purpose of
acquiring, operating, and marketing industrial minerals, including the
mining, milling and beneficiation of such minerals, among other purposes.
2. That the subsidiaries of Stansbury be restructured so that Sweetwater
Garnet, Inc., becomes a wholly owned subsidiary of Industrial Minerals
Commodities, Inc.
3. That Industrial Minerals Commodities, Inc., assume, and hold Stansbury
harmless with respect thereto, $2,000,000of accounts payable and other
liabilities of Stansbury as listed on Exhibit A to this resolution. The
book value of shareholders equity of Industrial Minerals Commodities, Inc.,
as of the date of this resolution, will be zero or negative.
4. That Stansbury distribute to its shareholders of common stock, pro-rata to
their ownership of such shares at the close of business, September 30,
2002, one share of common stock of Industrial Minerals Commodities, Inc.,
for each 16 shares of common stock of Stansbury owned of record on
September 30, 2002, subject to the approval of State and Federal Regulatory
authorities, including the United States Securities and Exchange
Commission's rules and regulations.
5. That Industrial Minerals Commodities, Inc., be in due course listed for
trading on the Nasdaq Electron Bulletin Board.
6. The officers of Stansbury, and of Industrial Minerals Commodities, Inc.,
when formed, be, and are, hereby authorized to do any and all necessary
acts to carry out this resolution, including the execution on behalf of the
said entities all legal documents required for filings, pleadings and other
needed to effect this Resolution.
Stansbury Holdings Corporation, Resolution 02-07-31-A Page 2
Certified to be a true copy thereof:
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Dennis R. Staal, Secretary
Vote: Affirmative __________________________________
Eldon W. Brickle, Director
Vote: Affirmative __________________________________
Aldine J. Coffman, Jr., Director
Vote: Affirmative __________________________________
Dennis R. Staal, Director
Stansbury Holdings Corporation, Resolution 02-07-31-A Page 3
EXHIBIT 2
Stansbury Holdings Corporation
9:00 a.m., EST, Thursday, August 1, 2002 NEWS RELEASE
National Association of Securities Dealers
FOR IMMEDIATE RELEASE STBY (OTC-BB)
Stansbury Holdings Corporation Announces Distribution Dividend of its
Industrial Minerals Subsidiary and Garnet Operation
DENVER, COLORADO, Tuesday, August 1, 2002. -- Stansbury Holdings
Corporation (OTC Bulletin Board: "STBY.OB") announced today that the Board of
Directors had approved a distribution dividend to shareholders of record as of
the close of business, September 30, 2002, of one share of Industrial Minerals
Commodities, Inc., for each sixteen shares of Stansbury Holdings Corporation.
Industrial Minerals Commodities, Inc., a newly formed Delaware corporation,
is the sole shareholder of Sweetwater Garnet, Inc., which owns the garnet
project near Dillon, Montana. Sweetwater Garnet has recently completed upgrades
to its mill, and is mining, processing and selling garnet product as an
industrial abrasive.
A Form 8-K was filed today with Securities and Exchange Commission,
detailing further the distribution.
The new company is expected to become listed on the Nasdaq Over-the-Counter
Bulletin Board shortly after the record date. The distribution of shares in the
new company, as well as trading in the shares, is dependent upon approval of the
SEC. Filings respecting both matters are expected to be made with the SEC in due
course.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 (USA). The matters
covered by such forward-looking statements are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements of Stansbury Holdings Corporation and Industrial
Minerals Commodities, Inc., to differ materially from those contemplated or
implied by such forward-looking statements.
Stansbury Holdings Corporation is a natural resource holding company,
specializing in the industrial minerals of vermiculite and garnet. The Stansbury
Holdings Corporation website is www.stansburyholdings.com, while the Sweetwater
Garnet, Inc., website is www.sweetwatergarnet.com.
For Further Information, Contact:
Aldine J. Coffman, Jr., President Brian McCarty
3435 South Yosemite Street East #100 Investor Relations, Stansbury,
Denver, Colorado 80231-4601 Philadelphia, PA 19104
Telephone: 720-748-7786 Telephone: 1-215-928-9630
Facsimile: 1-720-748-2082 Facsimile:1-215-928-0283
e-mail: ajcoffman@earthlink.net e-mail: bmccarty@netreach.net