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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): July 31, 2000
PAN WESTERN ENERGY CORPORATION
(Exact name of registrant as specified in charter)
OKLAHOMA 0-22349 73-1130486
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization) Number) Identification No.)
1390 SOUTH POTOMAC STREET
SUITE 136
AURORA, COLORADO 74119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 681-9344
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
In July of 2000, IntelliReady, Inc., a Colorado corporation,
approached Pan Western Energy Corporation (the "Company") concerning a possible
merger of the Company and IntelliReady, Inc. IntelliReady, Inc. is a structured
wiring company that provides home and commercial automation services to its
clients. IntelliReady, Inc. currently operates in the Denver Metropolitan Area
but anticipates expanding its operation into additional metropolitan markets.
IntelliReady, Inc. has recently raised $1,500,000 in equity through a Regulation
D, Rule 506 offering pursuant to the Securities Act of 1933. IntelliReady, Inc.
intends to use the proceeds of the offering for general corporate purposes,
including but not limited to debt reduction and expansion. On October 4, 2000
under the terms of a Merger Agreement and Plan of Reorganization dated August
25, 2000 (the "Agreement") IntelliReady, Inc. merged into a newly created,
wholly owned subsidiary of the Company in exchange for approximately 95% of the
Company's common stock.
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On August 29, 2000, as part of the transaction described above. Clayton
E. Woodrum and B.E. (Bud) Livingston resigned as directors of the Company. The
remaining directors of the Company elected Thomas J. Wiens and Gerald Raskin to
serve the remaining term of the resigning directors.
(See Exhibit 2.1. Merger Agreement and Plan of Reorganization and
Exhibit 2.2 Extension and Modification Agreement.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
During the fourth quarter of 1999, the Company retained Albrecth &
Associates, Inc., Houston, Texas, to dispose of the Company's oil and gas
properties. Albrecth & Associates, Inc. specializes in the disposition of oil
and gas properties and is one of the leaders in this specialized field. No offer
to purchase the properties was received prior to December 31, 1999 that was
sufficient to pay the Company's secured and unsecured creditors and efforts to
sell the properties were discontinued.
On June 14, 2000, the Company entered into a series of agreements with
entities that are related to each other through common ownership. The Company
initially executed an agreement with its major lender, Triassic Energy Partners,
L.P. ("Triassic"), transferring substantially all of the Company's oil and gas
properties to Devonian Energy Partners, L.P. ("Devonian") in lieu of a
foreclosure proceeding. The oil and gas properties transferred to Devonian
served as collateral for the repayment of approximately $8.9 million (including
amounts advanced to pay unsecured creditors as discussed below) of non-recourse
secured debt owed to Triassic by the Company. This debt was assumed by Devonian
and the Company was released from its debt obligation to Triassic. The Company
expects to recognize a gain of approximately $3.7 million on this extinguishment
of the Triassic debt. Further, as part of the transaction, Triassic agreed to
make up to $590,000 available to the Company under the existing credit facility
to pay unsecured creditors. In addition, Cambrian Capital Partners, L.P.
("Cambrian") agreed to purchase from the Company the greater of 402,430 shares
or 10% of the Company's outstanding common stock for $10,000. Upon settling all
outstanding unsecured liabilities associated with the oil and gas properties
transferred to Devonian and entering into the Agreement, Cambrian paid the
Company additional consideration for this stock in the amount of $220,998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Registrant files the following exhibits as part of this report:
2.1 Merger Agreement and Plan of Reorganization
2.2 Extension and Modification Agreement
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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.
PAN WESTERN ENERGY CORPORATION
(Registrant)
Date: October 19, 2000 /s/ Sid L. Anderson
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(Signature)
Sid L. Anderson
President and CEO
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Merger Agreement and Plan of Reorganization
2.2 Extension and Modification Agreement
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