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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 16, 2000
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Tengasco, Inc.
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(Exact Name of Registrant as specified in its charter)
Commission File Number 0-20975
Tennessee 87-0267438
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
603 Main Avenue, Suite 500, Knoxville, Tennessee 37902
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(Address of Principal Executive Office
(865) 523-1124
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(Registrant's Telephone number)
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Item 1. Business
On August 16, 2000, Tengasco Pipeline Corporation ("TPC"), a
wholly-owned subsidiary of Tengasco, Inc. (the "Company"), entered into loan
agreements (the Loan Agreements") with five lenders (the "Lenders") for a loan
(the "Loan") to finance the completion of the Company's 58 mile Swan Creek
natural gas pipeline system. Under the terms of the Loan Agreements, the Lenders
agreed to loan TPC a total of $5.6 million for the construction and startup
costs associated with the 28-mile Phase II of the Company's pipeline system.
Repayment of the Loan is to be secured only by a first lien upon the pipeline
assets of TPC.
The Loan is to be repaid over a five-year term, accruing interest at
10.75% per annum from the date of funding, with no penalty for prepayment, and
the first payment due in six months from closing. As additional consideration
for making the Loan, each Lender is to share on a pro-rata basis, a total
throughput fee for all of the Lenders of $.10 per MMBTU of natural gas delivered
through the completed pipeline system. The throughput agreement will cease to
exist when the Loan is paid in full.
The Lenders include Morita Properties, Inc., an affiliate of Shigemi
Morita, a Director of the Company which is loaning TPC a total of $500,000, with
an initial advance of $250,000 having been made to TPC at closing of the Loan on
August 16, 2000 (the "Closing") and the remainder to be funded by August 31,
2000; Edward W.T. Gray III, a Director of the Company who is loaning TPC a total
of $1,000,000, with an initial advance of $300,000 made at Closing and the
remainder to be funded by September 30, 2000; and, Malcolm E. Ratliff, Chairman
of the Board of Directors and Chief Executive Officer of the Company who is
loaning TPC $2,000,000, with an initial advance of $250,000 made at Closing, an
additional advance of $250,000 to be funded by August 31, 2000 and the remainder
to be funded by November 15, 2000.
The balance of the Loan in the amount of $2,100,000 is being made by
two individuals, both of whom are shareholders of the Company, who made an
aggregate initial advance of $400,000 at Closing with the remaining $1,700,000
to be funded by September 7, 2000.
Item 7 Financial Statements and Exhibits
The following exhibits are filed herewith:
10.15 Loan Agreement between Tengasco Pipeline
Corporation and Morita Properties, Inc. dated August 16, 2000.
10.15(a) Promissory note made by Tengasco Pipeline
Corporation to Morita
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Properties, Inc. dated August 16, 2000.
10.15(b) Throughput Agreement between Tengasco Pipeline
Corporation and Morita Properties, Inc. dated August 16, 2000.
10.16 Loan Agreement between Tengasco Pipeline
Corporation and Edward W.T. Gray III dated August 16, 2000.
10.16(a) Promissory note made by Tengasco Pipeline Corporation to
Edward W.T. Gray III dated August 16, 2000.
10.16(b) Throughput Agreement between Tengasco Pipeline
Corporation and Edward W.T. Gray III dated August 16, 2000.
10.17 Loan Agreement between Tengasco Pipeline
Corporation and Malcolm E. Ratliff dated August 16, 2000.
10.17(a) Promissory note made by Tengasco Pipeline Corporation to
Malcolm E. Ratliff dated August 16, 2000.
10.17(b) Throughput Agreement between Tengasco Pipeline
Corporation and Malcolm E. Ratliff dated August 16, 2000.
10.18 Loan Agreement between Tengasco Pipeline
Corporation and Charles F. Smithers, Jr. dated August 16, 2000.
10.18(a) Promissory note made by Tengasco Pipeline
Corporation to Charles F. Smithers, Jr.
10.18(b) Throughput Agreement between Tengasco Pipeline
Corporation and Charles F. Smithers dated August 16, 2000.
10.19 Loan Agreement between Tengasco Pipeline
Corporation and Nick Nishiwaki dated August 16, 2000.
10.19(a) Promissory note made by Tengasco Pipeline Corporation to
Nick Nishiwaki dated August 16, 2000.
10.19(b) Throughput Agreement between Tengasco Pipeline
Corporation and Nick Nishiwaki dated August 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused and authorized this report to be signed on its
behalf by the undersigned.
Dated: August 21, 2000
Tengasco, Inc.
By:s/Robert M. Carter
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Robert M. Carter,
President
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