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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 EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 1997
CONSERVER CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22191 65-0675901
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2655 LeJeune Road, Suite 535, Coral Gables, FL 33134
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(Address of Principal Executive Offices) (Zip Code)
305-444-3888
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The press release issued by Conserver Corporation of America dated
September 15, 1997 is attached hereto as Exhibit 99.1 is
incorporated herein by reference hereby.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated September 15, 1997.
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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.
CONSERVER CORPORATION OF AMERICA
Date: September 18, 1997 By:/s/ Charles H. Stein
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Charles H. Stein
President and Chief Executive Officer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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99.1 Press Release dated September 15, 1997. 5
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EXHIBIT 99.1
CONSERVER CORPORATION OF AMERICA
2655 LeJeune Road FROM: Rubenstein Investor Relations
Coral Gables, FL 33134 Contact: Clint Cantwell
Tel: 305-444-3888 Telephone: (212) 843-8051
Fax: 305-444-7550
FOR IMMEDIATE RELEASE
CONSERVER CORPORATION OF AMERICA ANNOUNCES PROPOSED
FINANCING PLANS FOR SAKHALIN HOTEL/CASINO PROJECT AND
INTERNATIONAL HOTEL MANAGEMENT OPPORTUNITY.
Coral Gables, Florida, September 15, 1997. Conserver Corporation of America
(Nasdaq symbol: RIPE) announced today that it has reached an agreement in
principle with Tokai Kanko Limited ("Tokai"), an affiliated entity of Far East
Global, a hotel and leisure company controlled by the Chiu Family (of Malaysia
and Hong Kong), with respect to the management of a chain of hotels and the
financing for the development of a hotel and casino to be built in Yuzhno-
Sahkhalinsk on Sakhalin Island in Russia through a joint venture with Conserver
(the "Sakhalin Project"). Tokai is listed in the first section of the Japanese
Stock Exchange.
The proposed transactions, subject to stockholder approval, would result in
Conserver acquiring a 40% interest in Sakhalin City Centre Limited ("SCC"),
which is developing the Sakhalin Project, with Tokai owning 25%, the City of
Yuzhno-Sakhalinsk owning 20% and the Sakhalin Oblast, the regional government,
owning 15%. Conserver would issue 3,500,000 shares of Conserver Common Stock to
Tokai and pay to Tokai $3,000,000 in exchange for (i) the exclusive right to
manage certain hotels (the "Management Contract") and (ii) Tokai's agreement to
provide the necessary construction financing, which is presently estimated to be
US$100,000,000. The terms of such financing are subject to final negotiation. As
part of the proposed transactions, Conserver would also acquire the shares of
certain existing SCC shareholders for 2,000,000 shares of Conserver Common Stock
(valued for the purposes of the transaction at US$13 million).
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The hotels which will be included in the Management Contract include the
Dallas Grand Hotel, Dorsett Regency Bali and Rockman's Regency, Melbourne, with
a fourth hotel scheduled to open in late 1997 and four other hotels presently
scheduled to open within the next two years. In making the announcement, Charles
H. Stein, Chairman of Conserver, stated: "While we continue to build our
Conserver 21(TM) business, we believe the diversification afforded to the
Company by this new line of business will enhance shareholder value in the long
term. The proposed agreement with Tokai marks an important first step towards
Conserver becoming a major casino and hotel management organization."
"We are extremely excited about the Sakhalin project in particular, and given
its proximity with Japan, Northern China and Korea, feel that there is a great
opportunity to fulfill the demands for gaming activities in these virtually
untapped markets, as well to supply the accommodation and entertainment needs
resulting from the substantial new oil investments being made in the region. The
Governor, the Mayor and other officials in Sakhalin have expressed their solid
support for the project, and believe that it will have a major positive impact
on the economy of Sakhalin. The joint venture recently paid US$250,000 to
commence the site clearance of the 10 acre central city site for the Sakhalin
Project. We expect that construction of the first phase of the Sakhalin Project
will be substantially completed by the end of 1998 and the complex to become
operational in 1999."
Speaking on behalf of the Chiu Family, David Chiu expressed his extreme
confidence in the capability of the Conserver management and the success of the
Sakhalin Project. He further noted: "As a major shareholder in Conserver, I will
do all that is possible to assist in its future development."
"The management fees we have been able to negotiate are on very favorable
terms compared to the industry," noted Bryan J. Bryce, the former Vice Chairman
of Hyatt International Corporation and a director of Conserver. "In addition to
the team already in place, as well as the proposed addition of a leading expert
in the casino business, we are continuing to bring in additional talent to help
grow this business." Mr. Bryce will assume the position of Chief Executive of
Conserver's hotel management division.
The proposed transactions remain subject to execution of definitive documents,
completion of due diligence, receipt of the requisite stockholder and other
approvals, negotiation of the final
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financing terms, receipt of certain local government tax and visa approvals, and
other customary closing conditions.
Conserver has, under license, the exclusive right to distribute, market, sell
and otherwise commercially exploit Conserver 21(TM), a non-toxic product which
extends the life of fruits, vegetables and flowers, in the United States and
Canada. Conserver also holds an option and a right of first refusal to exercise
such rights throughout the world.
Certain of the statements contained in this press release may be deemed
forward looking statements. Such statements, and other matters addressed in his
press release, involve a number of risks and uncertainties. Among the factors
that could cause actual plans to differ materially from these statements and
other matters are risks associated with entering new line of business,
compliance with regulatory matters, ability to obtain financing on favorable
terms risks inherent international operations, restrictions and controls on
foreign investments, and other risk factors detailed, from time to time, in the
Conserver's reports with the U.S. Securities and Exchange Commission.
CERTAIN OF THE STATEMENTS CONTAINED IN THIS PRESS RELEASE MAY BE DEEMED
FORWARD LOOKING STATEMENTS. SUCH STATEMENTS AND OTHER MATTERS ADDRESSED IN THIS
PRESS RELEASE, INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. AMONG THE FACTORS
THAT COULD CAUSE ACTUAL PLANS TO DIFFER MATERIALLY FROM THESE STATEMENTS AND
OTHER MATTERS ARE RISKS ASSOCIATED WITH ENTERING NEW LINE OF BUSINESS,
COMPLIANCE WITH REGULATORY MATTERS, ABILITY TO OBTAIN FINANCING ON FAVORABLE
TERMS RISKS INHERENT INTERNATIONAL OPERATIONS, RESTRICTIONS AND CONTROLS ON
FOREIGN INVESTMENTS, AND OTHER RISK FACTORS DETAILED, FROM TIME TO TIME, IN THE
CONSERVER'S REPORTS WITH THE US SECURITIES AND EXCHANGE COMMISSION.
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