UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 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 9, 1997
CONTINENTAL INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 0-3743 58-0705228
(State or other (Commission (IRS Employer
jurisdiction of File No. Identification No.)
of incorporation)
10254 MILLER ROAD, DALLAS, TEXAS 75238
(Address of principal executive offices)(Zip Code)
(214) 691-1100
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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(a) Continental Investment Corporation acquired 4,500,000 shares of
newly-issued Common Stock and 5,000,000 shares of newly-issued Series A
Preferred Stock of WasteMasters, Inc. directly from WasteMasters, Inc., a
publicly traded corporation engaged in the waste disposal business. Such
shares comprise 12.9% of the total number of shares of WasteMasters Common
Stock that are currently outstanding and 100% of the total number of shares
of WasteMasters Series A Preferred Stock that are currently outstanding.
Each share of Preferred Stock is entitled to one vote on any matter on which
shareholders will vote, and is convertible into 5.1 shares of WasteMasters
Common Stock. If Continental were to fully convert the Series A Preferred into
Common Stock, Continental would then own approximately 49% of the total number
of shares of WasteMasters Common Stock that would then be outstanding. The
consideration paid to WasteMasters, Inc. for the WasteMasters Common Stock
and Preferred Stock was the issuance by Continental to WasteMasters of
300,000 shares of Continental Investment Corporation Common Stock, par value
$0.50 per share, valued for the purposes of this transaction at $23.50 per
share.
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(b) Continental Investment Corporation also acquired 100% of the
issued and outstanding shares of two corporations which had been wholly-owned
subsidiaries of WasteMasters, Inc. Such corporations, Trantex, Inc. (which
owns a landfill site in Kirksville, Missouri) and WasteMasters of Georgia,
Inc.(which owns a landfill site in Walker County, Georgia) are now wholly-
owned subsidiaries of Continental Technologies Corporation of Georgia, which
is itself a wholly-owned subsidiary of Continental Investment Corporation.
The consideration paid to WasteMasters, Inc. for the Trantex, Inc. stock and
the WasteMasters of Georgia, Inc. stock was the issuance by Continental to
WasteMasters of 100,000 shares of Continental Investment Corporation Common
Stock, par value $0.50 per share and an option to purchase up to 100,000
additional shares of Continental Common Stock for a period of five (5) years
at an exercise price of $23.00 per share.
(c) In addition, a Warrant for the Purchase of Shares of WasteMasters
Common Stock was issued by WasteMasters, Inc. to Continental Investment
Corporation giving Continental the option, exercisable until August 29, 1999,
to acquire up to 100 million shares of WasteMasters Common Stock in exchange
for up to 1 million shares of Continental Common Stock.
The purpose of the transactions described above is for Continental to
increase its participation in the waste industry by acquiring landfills owned
by Trantex and WMG and by acquiring a substantial ownership interest in
WasteMasters, Inc. WasteMasters has a wholly owned subsidiary, WasteMasters of
South Carolina, Inc. ("WMSC"), which has a licensed landfill in Allendale,
South Carolina.
In the event that Continental exercises in full its Warrant and
fully converts its WasteMasters Preferred Stock into WasteMasters Common
Stock, Continental would own approximately 81% of the then issued and
outstanding shares of Common Stock of WasteMasters on a fully diluted basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Any financial statements that may be required by this item will be
filed by amendment not later than 60 days from the date of filing of this
initial Form 8-K.
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 thereunto duly authorized.
September 24, 1997
CONTINENTAL INVESTMENT CORPORATION
By: /S/ R. Dale Sterritt, Jr.
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R. Dale Sterritt, Jr. - Chairman,
President and Chief Executive Officer
