UNITED STATES
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) August 20, 2000
---------------
Gibbs Construction, Inc..
(Exact name of issuer as specified in its charter)
Texas 1-14088 75-2095676
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (I.R.S.Employer
of incorporation) Number) Identification No.)
1855 Wall Street, Garland, TX 75041
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (972) 698-9326
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 3. Bankruptcy or Receivership
(b)(1), (2)
On August 20, 2000, the United States Bankruptcy Court for the Northern District
of Texas, Dallas Division, confirmed the registrant's Plan of Reorganization
pursuant to Chapter 11 of the United States Bankruptcy Code.
(3)
The following sets forth the material features of the plan of reorganization:
Overview. The Joint Plan essentially provides for the purchase of the
assets of Thacker Asset Management, L.L.C. ("Thacker") by the Debtor in exchange
for the issuance and delivery of four million (4,000,000) shares of common stock
of the Reorganized Debtor to Thacker in connection with the Joint Plan. In
connection with the purchase of the Thacker assets, the Reorganized Debtor shall
further assume the notes and accounts payable of Thacker. The assumption of the
notes and accounts payable of Thacker by the Reorganized Debtor will not impact
the Creditors of the Debtor because of the creation of the liquidating trust
further described in the Plan.
Payments to Creditors. Allowed Administrative Claims, Priority Claims,
and Unsecured Claims of $200 or less will be paid in full from cash on hand.
Secured Creditors, with the exception of Liberty Mutual Insurance Company
("Liberty"), if any, whose claims have been approved and Allowed by the Court or
are listed as undisputed by the Debtors on the Debtor's schedules will be paid
the replacement value of their collateral or have their collateral returned to
them. The transaction contemplated by the Joint Plan will further provide that
Liberty, the Debtor's largest creditor, secured with a blanket lien on the
Debtor's assets, will release its non-real estate collateral, and forgive its
outstanding Allowed Claims whether secured or unsecured, in exchange for one
million (1,000,000) shares of preferred stock of the Reorganized Debtor.
Unsecured Creditors with Allowed Claims in excess of $200 who have not elected
to reduce their Claim to $200 will be paid, to the extent of available funds in
the Trust, as described herein, on a Pro Rata basis. Certain Unsecured Creditors
will also receive Stock.
Payments to Interest Holders. Equity Security Holders (other than
warrant holders and stock option holders) of the Debtor shall retain their
Interests pursuant to this Join Plan. However, such Interests are subject to
dilution with the additional stock that will be issued in accordance with this
Joint Plan. Any warrants or stock options that exist as of the Effective Date
shall be canceled.
(4)
As of the date hereof, there were 4,060,000 shares of Common Stock issued and
outstanding. In addition, pursuant to the Plan, there will be 4,000,000 shares
of Common Stock reserved for issuance to Thacker Asset Management, L.L.C. and
1,000,000 shares of preferred stock reserved for issuance to Liberty Mutual
Insurance Company.
<PAGE>
(5)
LIQUIDATION ANALYSIS
ASSETS
Real Property
<TABLE>
<CAPTION>
Book Value 1 Claim Net Liquidated
Value
<S> <C> <C> <C>
Frame Residential and .37 acreage, located 20,000 In excess 0
at 1018 Centerville, Garland, TX of 20,000
Lot in South Dallas 13,732 0 13,732
Office Building, 1855 Wall Street, 380,000 In excess 0
Garland, TX of 380,000 2
Personal Property
Cash 400,000 In excess 0
of 400,000 3
Accounts Receivable 2,795,648 In excess of 0
2,795,648 4
Note Receivable of S.W. 139,000 0 139,000
Properties
Automobiles/Trucks 95,384 8,201 87,182
Office Equipment/Computers 50,703 25,660 25,043
Machinery, Fixtures, Equipment 131,092 47,214
29,660 54,217
------
NET ASSETS 319,174
</TABLE>
--------
1 Debtor has not hired any professional persons to appraise its assets.
Debtor's use of book value, although such value does not precisely equal fair
market or liquidation value, is sufficient for purposes of this Liquidation
Value because liquidation value will be less than the book value stated, and
because the size of the projected secured claim held by Liberty Insurance
Company, in excess of $5 million, is sufficiently large to eliminate the
Debtor's equity in any of its secured assets.
2 The first lien against the property is in the approximate amount of
$233,320. Liberty Insurance Company has a second lien against the property to
secure its debt in the projected amount of in excess of $5 million.
3 Secured by claim of Liberty Insurance Company in the projected amount
of in excess of $5 million.
4 Secured by claim of Liberty Insurance Company in the projected amount
of in excess of $5 million.
<TABLE>
<CAPTION>
LIQUIDATION LIABILITIES
<S> <C> <C>
Chapter 7 Trustee's and Attorneys' Fees5 50,000
State Sales, Excise and Use Taxes - State of Texas 303,000
State Sales, Excise and Use Texas - Other States 90,000
NET ASSETS 0
PROJECTED UNSECURED CLAIMS
Liberty Claim after foreclosure of security6 2,184,352
Other Unsecured Claims 1,200,000
TOTAL PROJECTED UNSECURED CLAIMS 3,384,352
PROJECTED DIVIDEND TO UNSECURED CREDITORS
(0 divided by 3,384,352) 0%
</TABLE>
--------
5 Includes cost associated with liquidation of substantial liquidation
claims.
6 The amount of Liberty's claim is projected, for purposes of this
liquidation analysis, to be $5.5 million. The total claim will not be calculable
until such time as Liberty has completed the process of paying claims on Debtors
construction jobs that Liberty has bonded. The amount of net claim listed above
presupposes full realization of book value of Debtor's assets secured by
Liberty's claim, and a credit against its claim in that amount. Such an
assumption is not realistic. Therefore, it is likely that Liberty's unsecured
claim may be substantially larger than the amount stated above, which would have
the effect of reducing the projected dividend to unsecured creditors.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibit 2. Plan of Acquisition, reorganization, arrangement,
liquidation or succession.
<PAGE>
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, thereby
duly authorized.
Date: September 5, 2000
Gibbs Construction, Inc
/s/ Danny R. Gibbs
Danny R. Gibbs, President
