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
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April 25, 2000
Date of Report (Date of earliest event reported)
WOM, INC.
(Exact name of registrant as specified in its charter)
New York 000-28789 14-1818862
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
1151 Flatbush Road, Kingston, New York 12401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 336-7700
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Item 1. Changes in Control of Registrant
On April 25, 2000, Besicorp Ltd. ("Besicorp") effected the Spin-Off (as
defined) of WOM, Inc. ("WOM"). Prior to the Spin-Off, WOM was a wholly owned
subsidiary of Besicorp. Pursuant to the Spin-Off, one share of WOM Common Stock
was distributed to the Entitled Holders (as defined) for each share of Besicorp
Common Stock held by such person. Mr. Michael F. Zinn, Chairman of the Board,
Chief Executive Officer and President of WOM (and who served in such capacities
with Besicorp prior to the Merger (as defined)), beneficially owned as of March
17, 2000 approximately 45% of the Common Stock of Besicorp and after giving
effect to the Spin-Off, beneficially owns approximately 45% of the WOM Common
Stock. The Entitled Holders did not pay for the shares of WOM Common Stock
distributed in the Spin-Off.
See "Item 2 - Acquisition or Disposition of Assets."
Item 2. Acquisition or Disposition of Assets
On April 25, 2000, Besicorp and WOM effected the contribution. The
contribution was followed by the Spin-Off and the Merger (as defined).
The Contribution
Besicorp assigned to WOM (which was then a wholly owned subsidiary of
Besicorp) Besicorp's contingent assets and/or liabilities (the "Interests") in
the Bansbach Litigation (as defined). Besicorp had received the Interests from
Besicorp Group, Inc., Besicorp's former parent ("Old Besicorp") in connection
with the Prior Merger (as defined) pursuant to an order (the "Order") issued on
March 18, 1999 by the United States District Court for the Southern District of
New York in an action entitled James Lichtenberg and John Bansbach v. Besicorp
Group Inc. et. al. The Order required Old Besicorp to assign to Besicorp the
contingent assets and liabilities comprising Old Besicorp's interests in, among
other things, the Bansbach Litigation. WOM is required to return the Interests
to Besicorp if that part of the Order (which required the assignment of, among
other things, Old Besicorp's interests in the Bansbach Litigation to Besicorp)
is reversed and such reversal is not subject to further appeal. The term
"Bansbach Litigation" means the shareholder derivative action commenced in
August 1997 in the New York Supreme Court, Ulster County, entitled John Bansbach
v. Michael F. Zinn, Michael J. Daley, Gerald A. Habib, Harold Harris, Richard E.
Rosen, and Besicorp Group Inc., Index No. 97-2573.
In connection with this assignment of the Interests to WOM, Besicorp
caused the escrow agreement (the "Escrow Agreement") entered into in connection
with the Prior Merger to be amended (i) to permit WOM to receive up to $35,000
annually from the $6.5 million escrow fund (established in connection with the
Prior Merger) to cover WOM's reasonable expenses in connection with maintaining
its existence, complying with the Securities Exchange Act of 1934, as amended
and the rules and regulations promulgated thereunder, and such other matters as
may be reasonably necessary to permit the Bansbach Litigation to continue and
(ii) to provide that the
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costs of the Bansbach Litigation will still be covered by the Escrow Agreement
following the Spin-Off (as defined).
The Spin-Off
Immediately following the contribution on April 25, 2000 (the "Spin-Off
Record Date"), the Board of Directors of Besicorp declared the payment of a
stock dividend payable to the holders of record of Besicorp Common Stock (the
"Entitled Holders") at the close of business on such date (the "Spin-Off"). The
stock dividend declared was one share of WOM Common Stock for each share of
Besicorp Common Stock outstanding on the Spin-Off Record Date. No shares of WOM
Common Stock were issued with respect to shares of Besicorp Common Stock held in
treasury.
The Merger
Following the Spin-Off, the merger (the "Merger") contemplated by the
Amended and Restated Agreement and Plan of Merger dated as of November 24, 1999,
by and among Besicorp, Besicorp Holdings, Ltd. ("Holdings") and Besi Acquisition
Corp. ("Acquisition"), a New York corporation and a wholly owned subsidiary of
Holdings, was consummated on April 25, 2000. As a result of the Merger,
Acquisition was merged with and into Besicorp, with Besicorp being the surviving
corporation and wholly owned by Holdings.
Further information regarding the foregoing transactions and the
Bansbach Litigation is included in WOM's Post-Effective Amendment No. 2 to Form
10-SB filed with the Securities and Exchange Commission on or about April 20,
2000.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
The financial statements required by Item 7(a) will be filed with the
Securities and Exchange Commission not later than July 10, 2000.
(b) Pro Forma Financial Information
Management does not believe that pro forma financial information is
required to be filed pursuant to Item 7(b) because WOM has no historical
operations and WOM's historical balance sheet at April 25, 2000 will reflect the
distribution of shares of WOM's common stock to Besicorp's shareholders.
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(c) Exhibits
2.1 Contribution and Distribution Agreement by and
between Besicorp and WOM1
3(i) Certificate of Incorporation of WOM, Inc.1
3(ii) By-Laws of WOM, Inc.1
10.1 Indemnification Agreement dated as of March 22, 1999
by and among Besicorp Group Inc. ("BGI"), Besicorp,
BGI Acquisition LLC ("LLC") and BGI Acquisition Corp.
("BGI Acquisition")1
10.2 Escrow Agreement (the "Escrow Agreement") dated as of
March 22, 1999 by and among Besicorp, BGI, LLC and
BGI Acquisition.1
10.3 Amendment No.1 to the Escrow Agreement dated as of
February 23, 2000 by and among Besicorp, BGI, LLC and
WOM.1
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1 Incorporated by reference to the
corresponding exhibits filed with WOM's Form 10-SB
filed with the Securities and Exchange Commission, as
amended from time to time.
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SIGNATURE
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.
BESICORP LTD.
/s/Michael F. Zinn
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Michael F. Zinn
Executive Vice President and
Chief Financial Officer
(Principal Executive Officer)
Dated: May 8, 2000
Kingston, New York
