FORM 10-KSB
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
X Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1995.
OR
Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File No. 0-9249
UNITED TRANS-WESTERN, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1519286
(State of other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
4809 Cole Avenue
Suite 340
Dallas, Texas 75205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 526-1294
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements of the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB, or any
amendment to this Form 10-KSB.
YES X NO
The registrant's revenues for its most recent fiscal year were zero.
The aggregate market value of the voting stock held by nonaffiliates of the
registrant is not presently determinable. See "Item 5. Market for
Registrant's Common Stock and Related Stockholder Matters."
The number of shares outstanding of each of the registrant's classes of
common stock, as of March 26, 1996, was 8,425,944 shares of common stock.
Transactional Small Business Disclosure Format (check one):
YES X NO
PART I
Item 1. Description of Business
Development of Business
The Company emerged from bankruptcy in August 1986 and was actively engaged
in the business of acquiring and developing oil and gas properties until January
1994, when it sold all of its remaining oil and gas properties. The proceeds
from the property sale were used to repay all of the Company's bank debt and
a significant portion of its indebtedness to affiliates.
Business Activity
At present, the Company is not engaged in any business. Management
continues to evaluate opportunities for building oil and gas revenues and
reserves. The Company intends to attempt to grow by acquiring oil and gas
properties through the issuance of equity or by arranging third party
financing, or by a combination of both. There is no assurance, however,
that the Company will identify any desirable acquisition or that the Company
will be able to complete any acquisition on acceptable terms.
The Company does not have any paid employees at present.
Item 2. Properties
Corporate Headquarters
The Company's corporate headquarters are currently located in 1,487 square
feet of leased office space in Dallas, Texas. The space is leased by PremierCap
Ltd., an affiliate of the Company ("Premier"), but the Company shares this
space with Premier based upon an informal overhead allocation arrangement
between the Company and Premier. The Company's allocation is currently 30
percent of this office space, or approximately 446 square feet. To date,
Premier has not charged the Company for the use of this office space.
(See "Item 13. Certain Relationships and Related Transactions.")
Oil and Gas Properties
The Company does not own or lease at present, and has not owned or leased
since January 1994, any oil and gas properties.
Item 3. Legal Proceedings
There are no material pending, or to the Company's knowledge, threatened
lawsuits against the Company requiring disclosure under this Item 3.
Item 4. Submissions of Matters to a Vote of Security Holders
During the fourth quarter of the year ended December 31, 1995, no matters
were submitted to a vote of security holders through solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The Company is not aware of any public market for its common stock nor of
any quotations for its stock and no assurances can be given that a viable
trading market will develop. As of March 26, 1996, there were approximately
908 record holders of common stock of the Company. The Company has not paid
dividends on its common stock and Board of Directors presently intends to
continue a policy of retaining any earnings for use in the Company's
operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
The Company has been inactive since January 1994 and the funds necessary to
cover its general and administrative costs have come from loans from
affiliates. As stated under "Item 1. Description of Business-Business
Activity," the Company intends to attempt to identify and acquire oil and
gas properties or other assets. However, any such attempt will require that the
Company obtain financing through the issuance of securities, or by arranging
third party financing, or a combination of both. There are no assurances
that the Company will identify any desirable acquisition or that the Company
will have access to funding to complete any acquisition. Until such an
acquisition and funding is consummated, management anticipates that funding of
the Company's continuing general and administrative costs will continue to come
from loans from affiliates.
Management's Discussion and Analysis
In January 1994, the Company completed the sale of all of its remaining oil
and gas properties to Premier. Details of the sale were included in an
Information Statement mailed to Stockholders and filed with the Securities
and Exchange Commission on January 6, 1994, which Information Statement is
incorporated by reference herein. Proceeds from the sale were applied to
reduce outstanding debt. This sale left the Company with no oil and gas
properties or other productive assets. Since that sale, for the remainder of
1994 and for all of 1995, management of the Company has investigated several
acquisition opportunities, but to date no acquisition has been consummated.
As a result of Company's operational inactivity for all of 1995, the
Company did not have any operating revenues in 1995. It did, however, incur
the ongoing general and administrative expenses necessary for the Company to
maintain its corporate existence and status as a going concern, resulting in
a loss in 1995. Since the Company does not at present have any operations
with which to generate revenues to offset continuing general and
administrative expenses, management expects the Company's losses to continue
for the foreseeable future.
Item 7. Financial Statements
The Financial statements filed herewith begin of page F-1 hereof.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
United Trans-Western, Inc.
We have audited the accompanying balance sheet of United Trans-Western, Inc. as
of December 31, 1995, and the related statements of operations, changes in
stockholders' deficit and cash flows for the years ended December 31, 1995
and 1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United Trans-Western, Inc.
as of December 31, 1995, and the results of its operations and its cash
flows for the years ended December 31, 1995 and 1994, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3, in
January 1994 the Company sold substantially all of its oil and gas
properties. Subsequent to the sale, the Company is without significant assets
or business operations, which raises substantial doubt about its ability to
continue as a going concern. Management's plans for the Company
are discussed in Note 2(d). The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
HEIN + ASSOCIATES LLP
Dallas, Texas
March 31, 1996<PAGE>
UNITED TRANS-WESTERN, INC.
BALANCE SHEET
December 31, 1995
ASSET
Current Asset:
Cash $ 60
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 5,991
Interest payable to related parties 34,536
Current portion of long-term debt due stockholders 180,767
Total Current Liabilities 221,294
Notes Payable to Stockholders 42,763
Stockholders' Deficit:
Common stock, $.01 par value; 50,000,000 shares
authorized, 8,425,944 shares issued and outstanding 84,259
Additional paid-in capital 1,469,117
Accumulated deficit from August 29, 1986 (1,817,373)
Total Stockholders' Deficit (263,997)
Total Liabilities and Stockholders' Deficit $ 60
UNITED TRANS-WESTERN, INC.
STATEMENTS OF OPERATIONS
Years ended December 31, 1995 and 1994
1995 1994
Revenues $ - $ -
Costs and Expenses:
General and administrative 11,571 54,864
Interest expense, net 19,438 15,810
Loss on sale of property and equipment - 60,155
Total Costs and Expenses 31,009 130,829
Net Loss $ (31,009) $ (130,829)
Net Loss Per Share $ - $ (0.02)
Weighted Average Number of Common
Shares Outstanding 8,425,944 8,425,944
UNITED TRANS-WESTERN, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from January 1, 1994 through December 31, 1995
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
Balance,
January 1, 1994 8,425,944 $ 84,259 $1,469,117 $(1,655,535) $ (102,159)
Net loss - - - (130,829) (130,829)
Balance,
December 31, 1994 8,425,944 84,259 1,469,117 (1,786,364) (232,988)
Net loss - - - (31,009) (31,009)
Balance,
December 31, 1995 8,425,944 $ 84,259 $ 1,469,117 $(1,817,373) $ (263,997)
UNITED TRANS-WESTERN, INC.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1995 and 1994
1995 1994
Cash Flows From Operating Activities:
Net loss $ (31,009) $ (130,829)
Adjustments to reconcile net loss to net
cash from operating activities:
Loss on sale of property and equipment - 60,155
Change in accounts payable and
accrued expenses 21,021 (57,565)
Net cash used in operating activities (9,988) (128,239)
Cash Flows From Investing Activities -
Proceeds from sale of oil and gas properties - 1,052,923
Cash Flows From Financing Activities:
Proceeds from notes payable to stockholders 9,971 32,792
Repayments of long-term debt - (1,136,208)
Net cash provided by financing
activities 9,971 (1,103,416)
Net Decrease in cash (17) (178,732)
Cash at Beginning of Year 77 178,809
Cash at End of Year $ 60 $ 77
Supplemental Information:
Cash paid for interest $ - $ 596
<PAGE>
UNITED TRANS-WESTERN, INC.
NOTES TO FINANCIAL STATEMENTS
1. General
United Trans-Western, Inc. (the "Company") emerged from bankruptcy on
August 29, 1986. The Company is incorporated in Delaware and until
January 1994 was engaged in oil and gas producing activities. At
December 31, 1993, Golodetz Corporation ("Golodetz") and certain of its
affiliates owned 83% of the common stock of the Company. A substantial
majority of these shares were sold to another party in January 1994 at
which time the Company also sold all of its oil and gas properties
and paid most of its liabilities (see Note 3).
2. Summary of Significant Accounting Policies
(a) Income Taxes
Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences
between the financial andincome tax reporting bases of assets and
liabilities. The deferred tax assets andliabilities represent the
future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities
are recovered or settled.
(b) Statements of Cash Flows
For purposes of the statement of cash flows, the Company considers
cash on deposit and all highly liquid investments with original
maturities of three months or less to be cash equivalents.
(c) Net loss Per Common Share
Net loss per common share has been computed based upon the weighted
average number of common shares outstanding during each year.
(d) Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3, in January 1994 the Company sold substantially all of its
oil and gas properties. Subsequent to the sale, the Company has
been without significant assets or business operations, which
raises substantial doubt about its ability to continue as a going
concern. Management intends to attempt to acquire oil and gas
properties by issuing Company stock or by arranging financing
with third parties in order to return the Company to the status of an
operating business concern.
(e) Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that
affect the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those
estimates.
UNITED TRANS-WESTERN, INC.
NOTES TO FINANCIAL STATEMENTS
3. Sale of Properties and Debt Repayment
In January 1994, the Company sold substantially all of its oil and gas
properties for net proceeds of approximately $1,052,000. The sale
price was $1,300,000 less an adjustment for the effect of production
after the effective date of July 1, 1993. The properties were sold to
PremierCap, Ltd. (Premier), which also purchased a substantial majority
of the common stock owned by Golodetz and its affiliates. The
properties were in turn sold by Premier to a former president and director
of the Company. The proceeds from the property sale were used to repay
the note payable to Comerica Bank, Texas and all but approximately
$180,000 of the notes payable to Golodetz and its affiliates. The
remaining balance due Golodetz and its affiliates was acquired by Premier
subsequent to the sale of properties. A portion of the debt was
subsequently assigned by Premier to another principal stockholder.
4. Notes Payable and Long-Term Debt
The Company has $180,767 of notes payable due its two major stockholders
as of December 31, 1995, which bears interest at the prime rate, 8.5% at
December 31, 1995, and was due September 1, 1994. The debt is
currently past due. In addition, the Company has a total of $42,763 of
notes payable at December 31, 1995 to its two major stockholders, which
arose from advances the stockholders have made to pay expenses of the
Company. The notes bear interest at the prime rate plus 1% and are
due February 1, 1997. Payments of prinicpal and interest prior to the
maturity date, are due only from positive cash flows, if any.
5. Income Taxes
The Company had substantial Federal income tax net operating loss
carryforwards, statutory depletion carryforwards and investment tax
credit carryforwards available at December 31, 1995. However, following
a change in control of the Company in January 1994, use of the
carryforwards were severely limited. Net operating loss carryforwards
subsequent to the change in control, which may be applied to offset
future taxable income, amounted to approximately $81,000 at
December 31, 1995 and will expire in 2010.
The components of the Company's deferred tax assets and liabilities at
December 31, 1995 and 1994 were as follows:
December 31
1995 1994
Deferred tax asset - net operating loss
carryforward $ 27,000 $ 15,000
Less valuation allowance (27,000) (15,000)
Net deferred tax $ - $ -
UNITED TRANS-WESTERN, INC.
NOTES TO FINANCIAL STATEMENTS
6. Fair Value of Financial Instruments
The Company's financial instruments include notes payable to stockholders.
The Company has estimated the fair value of the notes payable based on
expected cash flows and believes the fair value approximates the
carrying value.
7. Supplementary Disclosures About Oil and Gas Producing Properties
(Unaudited)
The Company sold all of its oil and gas properties in January, 1994
and had no oil and gas activity during 1995 or 1994.
The following are the principal sources of changes in the standardized
measure of discounted future net cash flows for the year ended
December 31, 1994:
Amount at beginning of year $ 1,647,900
Sales of reserves in place (1,647,900)
Amount at the end of year $ -
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
For the fiscal year ended December 31, 1995, there were no disagreements
between the Company and Hein + Associates LLP on matters of accounting
principles or practices, financial statement disclosures, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of
Hein + Associates LLP would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.
PART III
Item 9. Directors and Executive Officers of the Registrant
The following table sets forth certain information as of April 13, 1994,
concerning the directors and executive officers of the Company:
Name Age Position
Steven E. Collier 44 Chairman of the Board and Chief
Executive Officer
J. W. Brown 49 President and Director
John L. Faulkinberry 48 Vice President
Allison C. Hammond 34 Chief Financial Officer,
Treasurer and Secretary
Shelia Penn 52 Assistant Secretary
David W. Pruitt 50 Director
Each director serves until the next annual meeting of stockholders and
until his successor is duly elected and qualified. Officers serve at the
discretion of the Board of Directors.
Steven E. Collier has served as an officer and director of the Company
since April 1994. Mr. Collier joined Cap Rock Electric Cooperative, Inc. in
1988 and serves as Vice President of Cap Rock in charge of energy resources
and government affairs and as President and Chief Executive Officer of New
West Resources, Inc., Cap Rock's unregulated subsidiary.
J. W. Brown has served as a director and officer of the Company since
January 1994. Mr. Brown is the founder of Premier Capital, Ltd, a Texas
limited partnership, and its affiliate, Premier, a Texas limited liability
company, both of which are engaged in providing investment banking services
to the energy industry. Mr. Brown has served as the General Partner of
Premier Capital, Ltd. since its inception in August 1991 and has served as a
Manager of Premier since its formation in March 1993. From January 1989 to
August 1991, Mr. Brown was a principal in Wes-Al Capital Corp., an energy
investment banking firm, and prior to that he was with Kirkpatrick Energy
Associates, Inc. from January 1987 to January 1989.
John L. Faulkinberry has served as an officer of the Company since
January 1994. From December 1991 to June 1992, Mr. Faulkinberry acted as a
consultant to Premier Capital, Ltd. and became a limited partner in July
1992. He has also been a Manager of Premier since its formation
in March 1993. He left Premier in March 95 to work for Araxas Exploration,
Inc. From December 1989 to December 1991, he was a Vice President and
director of Paramount Petroleum Co. Prior to joining Paramount, he was
Vice President of Mewbourne Oil Company.
Allison C. Hammond has served as an officer of the Company since
April 1994. Mrs. Hammond joined New West Resources, Inc. in 1993 and serves
as Project Manager-Finance and Acquisitions. Prior to joining New West
Resources, Inc., Mrs. Hammond served as Director of Finance for Edgar
Electric Cooperative Association from 1990 to 1993 and Director of Finance
and Administration of Coles-Moultrie Electric Cooperative Association from
1989 to 1990.
Shelia Penn has served as an officer of the Company since April 1994.
Mrs. Penn also serves as administrative assistant to the General Partner of
Premier Capital, Ltd.
David W. Pruitt has served as a director of the Company since April 1994.
Mr. Pruitt joined Cap Rock Electric Cooperative, Inc. in 1985 and has served
as President and Chief Executive Officer of Cap Rock since 1987.
Item 10. Executive Compensation.
No officer or director received any compensation from the Company. The
Company has no formal employment agreement with any of its officers or
directors, and has no retirement, profit sharing, pension or insurance plans
covering them. No officer received any bonus, restricted stock award, options
or stock appreciation rights, long-term incentive plan payouts, insurance or
other benefits from the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information indicating the Common Stock
beneficially owned as of March 26, 1996, by each director, by all officers
and directors as a group and by each person known to the Company to be the
beneficial owner of more than five percent of the Company's common stock:
Amount and Nature of Percent of
Name and Address Beneficial Ownership (1) (2) Class
Steven E. Collier 4,719,361 (3) 56%
J. W. Brown 736,561 8.74%
David W. Pruitt 4,719,361 (4) 56%
John L. Faulkinberry 736,561 8.74%
All Directors and
officers as a group (6 persons) 6,192,483 73.48%
New West Resources Inc. 4,719,361 56%
Golodetz Finance (U.K.) Ltd. 698,715 8.29%
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or
shared voting power (including the power to vote or direct the
voting) and/or sole or shared investment power (including the power
to dispose or to direct the disposition) with respect to a security
whether through any arrangement, understanding, relationship or
otherwise.
(2) Except as otherwise indicated, the named person has sole voting and
investment power with respect to the Common Stock set forth
opposite his name.
(3) Shared voting and investment power as result of being an officer of
New West Resources, Inc.
(4) Shared voting and investment power as a result of being a director
of New West Resources, Inc.
Item 12. Certain Relationships and Related Transactions.
In 1993, the Company exchanged 4,044,193 shares of its common stock for
$808,168 in debt owed to Golodetz Corporation, Golodetz Trading Corp.,
Trans-Texas Well Service, Inc. and Golodetz Finance (U.K.) Ltd. Prior to
the exchange, Golodetz Corporation owned 67.3 percent of the common stock of
the Company. After the exchange, Golodetz Corporation owned directly and
indirectly 40.39 percent of the common stock of the Company and Golodetz
Finance (U.K.) Ltd., an indirect subsidiary of Golodetz Corporation with
independent voting and investment powers, owned 42.59 percent of the
Company's common stock.
In January 1994, Premier acquired all of the shares of common stock of the
Company owned by Golodetz Corporation, Trans-Texas Well Service, Inc. and
Golodetz Trading Corp. and 2,889,702 of the shares of common stock of the
Company owned by Golodetz Finance (U.K.) Ltd., as well as all remaining
indebtedness owed to them by the Company. In April 1994, Premier sold
4,719,361 shares of common stock of the Company to NWR and transferred
seventy-five percent of the indebtedness it acquired to NWR. See "Item 1.
Significant Subsequent Events."
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as a part of this Annual Report on
Form 10-K:
3. Exhibits required to be filed by Item 601 of Regulation S-K.
3.1 Certificate of Incorporation of the Company annexed as Exhibit B to
the Information Statement for the Annual Meeting of Stockholders
held May 31, 1989 and incorporated herein by reference.
3.2 Bylaws of the Company annexed as Exhibit B to the Information
Statement for the Annual Meeting of Stockholders held May 31, 1989
and incorporated herein by reference.
10.1 Purchase and Sale Agreement dated November 15, 1993 relating to the
sale of the Company's oil and gas properties, filed as Exhibit 10.2
to the Company's Current Report on Form 8-K dated February 17, 1994
and incorporated herein by reference.
16.1 Letter of KPMG Peat Marwick regarding dismissal as the Company's
certifying accountant, filed as Exhibit 16.1 to Amendment No. 1 to
the Company's Current Report on Form 8-K dated February 10, 1994,
and incorporated herein by reference.
(b) Reports on Form 8-K. No Current Reports on Form 8-K were filed by the
Company during the quarter ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed by on its behalf by the undersigned, thereunto duly authorized, on the
15th day of April, 1996.
UNITED TRANS-WESTERN, INC.
(Registrant)
By:/S/ J. W. Brown
J. W. Brown
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the dates indicated.
Name Capacities Date
/s/ Steven E. Collier Chief Executive Officer 4/15/96
Steven E. Collier and Chairman of the
Board of Directors
/S/ J. W. Brown Chairman of the Board 4/15/96
J. W. Brown and President
/S/ Allison C. Hammond Principal Financial Officer, 4/15/96
Allison C. Hammond Treasurer and Secretary
INDEX TO EXHIBITS
Exhibit No.
3.1 Certificate of Incorporation of United Trans-Western, Inc.
annexed as Exhibit B to the Information Statement for the Annual
Meeting of Stockholders held May 31, 1989 and incorporated
herein by reference.
3.2 Bylaws of United Trans-Western, Inc. annexed as Exhibit B to the
Information Statement for the Annual Meeting of Stockholders
held May 31, 1989 and incorporated herein by reference.
10.1 Purchase and Sale Agreement dated November 15, 1993 relating to the
sale of the Company's oil and gas properties, filed as Exhibit 10.2
to the Company's Current Report on Form 8-K dated
February 17, 1994 and incorporated herein by reference.
16.1 Letter of KPMG Peat Marwick regarding dismissal as the Company's
certifying accountant, filed as Exhibit 16.1 to Amendment No. 1
to the Company's Current Report on form 8-K dated
February 10, 1994, and incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Schedule for United Trans-Western, Inc. for the year ended December
31, 1995.
</LEGEND>
<S> <C>
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<PERIOD-END> DEC-31-1995
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0
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