SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
AUGUST 18, 2000
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Date of Report (date of earliest event reported)
WINCO PETROLEUM CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-9295 84-0794604
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
3118 CUMMINGS
GARDEN CITY, KANSAS 67846
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(Address of Principal Executive Offices
Including Zip Code)
(316) 275-2963
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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 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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On August 18, 2000, Winco Petroleum Corporation (the "Registrant"
or "Winco") entered into a Merger Agreement (the "Agreement")
with Winco Merger Corporation ("WMC"), Winco Spin-off Corporation
("WSC") and Business Products, Inc., doing business as Rush Creek
Solutions ("RCS"). The Agreement provides that the following
transactions will occur in the following order. First, in order
to accomplish the merger, Winco will create WMC and WSC as wholly-
owned subsidiaries of Winco. Second, immediately prior to the
merger, and upon the terms and subject to the conditions set forth
in the Agreement, all of the assets, liabilities and obligations of
Winco will be transferred to and assumed by WSC, one of Winco's
newly-created and wholly-owned subsidiary. All of the shares of
common stock in WSC will be distributed by Winco to the Winco
shareholders in conjunction with the filing and effectiveness of a
Form 10-SB by WSC. Following the distribution of all of the WSC
shares, WSC will no longer be a subsidiary of Winco but will be an
independent entity, conducting the oil and gas operations previously
conducted by Winco. Third, prior to the merger, Winco will amend
the Articles of Incorporation to effect a reverse stock split of
its common stock on a one (1) for eighty (80) basis. After execution
of the Agreement, this ratio was readjusted to a one (1) for forty
(40) basis, and may be subject to further adjustment in the future.
Pursuant to the reverse stock split presently contemplated by the
parties, each forty (40) shares of currently outstanding common
stock of Winco will be combined into one (1) share of new common
stock of Winco. The amendment to the Articles of Incorporation
will also reduce the authorized capital from 500 million shares to
50 million shares of common stock. Following the reverse stock
split, Winco shareholders will own approximately 1,028,815 shares
of common stock of Winco, subject to future adjustment based on
the final reverse stock split ratio. Fourth, according to the
terms of the Agreement, RCS will merge with and into WMC, Winco's
other newly-created and wholly-owned subsidiary. Following the
merger of RCS and WMC, the separate corporate existence of RCS
will cease and WMC will continue as the surviving party in the
merger, and as a wholly-owned subsidiary of Winco. Pursuant to
the Agreement, the RCS shareholders will receive common stock in
Winco in exchange for the cancellation of their RCS common stock.
RCS shareholders will receive approximately 12,688,719 shares of
Winco common stock, subject to future adjustment based on the
final reverse stock split ratio. The Agreement provides that none
of the events just described shall occur unless each of the events
shall have occurred in the order described above.
Following the merger, shareholders of RCS will own approximately
ninety-two and one-half percent (92.5%) of Winco and the current
shareholders of Winco will retain an ownership of approximately
seven and one-half percent (7.5%) in Winco. Winco will remain a
public company, however it will conduct the business of Rush Creek
Solutions, a regional integrated technology service provider in
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network design, communications and integration. The former
business of Winco will be conducted by WSC. The current officers
and directors of Winco will resign on the effective date of the
merger and will be replaced by officers and directors to be named
by the RCS shareholders. RCS is a closely held corporation, and
substantially all of the common stock of RCS is owned by Mike St.
John, President of RCS, Anton St. John, the founder of RCS, and
the Anton St. John Trust.
As described above, as a result of the merger, current Winco
shareholders' ownership interest in Winco, which will become the
business of RCS, will be substantially diluted. However, as a
result of the spin-off and distribution of WSC shares, current
Winco shareholders will maintain their current ownership interest
in Winco's oil and gas business as represented by WSC common
stock to be issued. The current officers and directors of Winco
will become the officers and directors of WSC and will be
responsible for running the oil and gas operations of WSC.
The Agreement contains numerous representations, warranties and
covenants by all parties. A complete description of all
warranties, representations and covenants is set forth in the
Agreement included as an Exhibit to this Report.
The Agreement is subject to shareholder approval and the filing
of a definitive proxy statement with the Securities and Exchange
Commission in connection with the Winco special meeting of
shareholders. The transaction is expected to be completed and
the closing to occur in the fourth quarter of 2000.
Rush Creek Solutions was formed in 1975 and is located in
Littleton, Colorado. RCS is a regional integrated technology
service provider in network design, communications and
integration. In 1999, RCS expanded its service area by opening
an office in Seattle, Washington. RCS's current business
strategy is to continue to add profitable, technical services to
its current set of services and to attract new contracts and
major accounts.
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Material Events
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See above.
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Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired. The financial
statements of the business acquired will be filed by
amendment to this Current Report within 60 days after the
date hereof.
(b) Pro Forma Financial Information. The required pro forma
information will be filed by amendment to this Current
Report within 60 days after the date hereof.
(c) Exhibits:
10.1 Merger Agreement between Winco Petroleum Corporation,
Winco Merger Corporation, Winco Spin-off Corporation
and Business Products, Inc., dated August 18, 2000.
SIGNATURES
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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.
WINCO PETROLEUM CORPORATION
Dated: September 1, 2000 By: /s/ Daniel L. Dalke
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Daniel L. Dalke
Chief Financial Officer
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