Nevada Energy Co. Inc. announces execution of binding agreement with Waterford Trust Co. Ltd.RENO, Nev.--(BUSINESS WIRE)--March 15, 1996--Nevada Energy Co. Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :NNRGA) ("company"), is pleased to announce the execution of a binding agreement ("Agreement") for the sale of 1,999,995 Series A Preferred Shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. ("Series A Preferred") valued at $2.50 per share with Waterford Trust Co. Ltd. ("Waterford"). Upon execution of remaining documentation attendant to the issuance of the Series A Preferred shares, the current board of directors will resign their respective positions. Waterford will then assume control of the company's board of directors and reduce the number of directors to three. Two of the nearly appointed directors will be independent directors. Further, the company's President and Chief Executive Officer, Jeffrey Antisdel and Vice President, Richard Cascarilla, will resign their positions as officers in the company effective May 31, 1996. However, Antisdel and Cascarilla will continue as advisors to the newly appointed board of directors pursuant to two year consulting agreements with the company. Antisdel and Cascarilla's positions will be replaced by officers appointed by the new board of directors. Upon the change of control scheduled to occur on or before March 31, 1996, Waterford has advised the company that it intends to increase the business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets of the company through mergers and acquisitions of companies operating in various diversified businesses. Upon consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. , Waterford will control the board of directors and may become the controlling shareholder of the company. The Agreement for the sale of the Series A Preferred provides for Waterford and its designees to acquire 1,999,995 Series A Preferred shares in incremental Additional or increased growth, bulk, quantity, number, or value; enlarged. Incremental cost is additional or increased cost of an item or service apart from its actual cost. installments over a period of one year. The Certificate of Designations for the Series A Preferred shares will include terms which include, but are not limited to, provision for liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy preference limitation equal to the actual amount of funds paid to the company. The Series A Preferred shares will not accrue dividends and will have the right to convert to the company's Class A Common shares. The Agreement for sale also provides that Waterford's purchase of Series A Preferred will be evidenced by a promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. secured by a pro-rata pledge of Series A Preferred shares until fully paid. As additional security of Waterford's indebtedness, the company will cause a total of five shares of Series B Preferred ("Series B Preferred") to be issued to each of the current board of directors with one Series B Preferred share to be voted by each current director. The Certificate of Designations for the five Series B Preferred shares will specify that each be valued at $2.50 per Series B Preferred share. The Series B Preferred shares will not be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to any dividends, but will be entitled to a return of capital in the sum of $2.50 for each Series B Preferred share issued and outstanding. The Series B Preferred shares will have priority to the holders of any class of common stock upon a winding up of the company. Additional terms for the Series B Preferred shares provides that in the event of a default by Waterford in the payment of the first $500,000 ("Default"), the holders of Series B Preferred shares shall be entitled to appoint a director (the "fourth director") to the board of the company. The fourth director, if appointed, will have the ability to act for an on behalf of the board of directors to exercise Default remedies. If the Default is cured by Waterford, the fourth director will immediately be deemed to have resigned. Following payment of the first $500,000 by Waterford, the holders of Series B Preferred shares will lose the right to appoint a fourth director, provided, however, that upon Waterford's having paid or advanced the sum of $4,999,987.50, the company will redeem the Series B Preferred shares following the company's payment of $2.50 for each of the five Series B Preferred shares then issued and outstanding. Further, having paid or advanced to the company the sum of $4,999,987.50, Waterford shall have the option to purchase the Series B Preferred shares from the holders thereof at a price of $2.50 per share ("Purchase Option"). Upon Waterford's exercise of the Series B Purchase Option and acquiring the Series B Preferred shares, the five Series B Preferred shares will automatically be converted to five Series A Preferred shares with no change in rights or privileges of the Series A Preferred shares. The company's new board of directors may not amend the terms of purchase for the 1,999,995 Series A Preferred shares without the consent of a majority of the Series B Preferred shares voted by the company's current board of directors of the company, which consent may not be unreasonably withheld. The Series A Preferred shares will be entitled to one vote for each share of Series A Preferred. Waterford will have the right to vote all of the Series A Preferred shares and will therefore initially control approximately 13.1% of the voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. of all classes of stock of the company having voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. . Waterford has also notified the company of its intent to purchase from Nevada Energy Partners I, Limited Partnership, ("NEP NEP: see New Economic Policy. "), 4,437,473 Class B Common shares of the company. The company is a 60% owner and sole limited partner of NEP. All Class B Common shares are controlled and voted by Nevada Electric Power Co. ("NEPC NEPC National Environment Protection Council NEPC Nigerian Export Promotion Council NEPC National Energy Policy Commission NEPC Northeast Panhellenic Conference NEPC National Electric Power Corporation (China) NEPC New Economic Policy Consensus "), a Nevada corporation A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada. Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven. wholly owned by the company's Chairman, President and Chief Executive Officer, Jeffrey Antisdel. Terms of the proposed sale of Class B Common to Waterford are to include, but not be limited to, pro-rata installments of $50,000 per month over a period of 24 months to NEPC, with closing contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent , (i) the company executing documentation precedent to closing the sale of Series A Preferred by the company to Waterford, (ii) the company releasing its NEP partnership interests and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. interests in Case No. CV92-04609 currently pending in the Nevada Second Judicial District Court to NEPC, and (iii) and compliance with applicable securities law. Closing is anticipated to occur on or about July 1, 1996. If Waterford completes the purchase of all Class B Common shares, Waterford will control an estimated 42.2% of all classes of voting stock Voting stock The shares in a corporation that entitle the shareholder to vote. voting stock Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the of the company. The company also announced that Waterford's directors may, in their sole discretion, elect to relocate the company's corporate offices. Nevada Energy Co.'s current corporate offices have recently been relocated to 401 E. Fourth Street, Reno, Nevada 89512. These office facilities are owned by a subsidiary of the company. CONTACT: Nevada Energy Co. Inc., Reno Jeffrey Antisdel, President, 702/786-7979 |
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