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): December 12, 1996
United Trans-Western, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-9249 75-1519286
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
3625 N. Hall Street, Suite 620, Dallas, TX 75219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 214-520-8177
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Item 1. Changes in Control of Registrant
On November 7, 1996, New West Resources, Inc. ("New West") and Bullard &
Associates ("Bullard") entered into a letter agreement (the "Letter Agreement")
under which New
West agrees to sell its holding of 4,719,936 shares of Common Stock of United
Trans-Western, Inc. ("UTW Common Stock"), constituting 56.0% of the then
issued and outstanding UTW Common Stock, to Bullard on the terms and
conditions set forth therein. Subsequently, by an assignment agreement
dated as of December 12, 1996 (the "Assignment"), Bullard assigned the right
to purchase 2,719,936 shares of UTW Common Stock under the Letter Agreement to
Mr. David A. Pallett ("Mr. Pallett"). On December 12, 1996, pursuant to the
terms and conditions of the Letter Agreement and the Assignment, New West
sold 2,719,361 shares of UTW Common Stock to Mr. Pallett in return for a
promissory note (the "Note") executed by Mr. Pallett in the principal amount
of $80,000. The Note carries a ten percent (10%) interest and is payable on or
before March 31, 1997. The Note is secured, in part, by liens and security
interests in and to the 2,719,361 shares of UTW Common Stock sold to Mr.
Pallett. In the Letter Agreement, New West promises to sell the remaining
2,000,000 shares of UTW Common Stock to Bullard in minimum blocks of 250,000
shares as Bullard may elect from time to time at a per share price of
U.S. $0.005, payable in immediately available funds, provided that all 2,000,000
shares must be purchased on or before December 31, 1997. The Letter
Agreement also provides that as a pre-condition to the transaction, the Board of
Directors of UTW will cause UTW to grant an option to New West, exercisable
at anytime during the period from December 31, 1997 through February 28,
1998, to acquire, for a nominal sum, sufficient shares of UTW Common Stock so
that after such acquisition, New West will again own 56% of the then
outstanding shares of UTW Common Stock. The option is exercisable only in
the event that Bullard fails to purchase all the 2,000,000 shares in the
required time period. In addition, Bullard has undertaken to cause UTW to pay
in full all outstanding indebtedness to New West and its affiliates on or before
December 31, 1997. Subsequent to the sale of 2,719,361 shares of UTW Common
Stock to Mr. Pallett, New West's percentage ownership of the issued and
outstanding Common Stock of the Company has been reduced from 56.0% to
23.74%. Mr. Pallet currently owns 23.74% of the issued and outstanding
Common Stock of the Company. As a result, New West no longer holds a majority
of the issued and outstanding Common Stock of the Registrant company.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Letter Agreement dated as of November 7, 1996 between New West
Resources, Inc. and Bullard & Associates.
10.2 Assignment dated as of December 12, 1996 between Bullard &
Associates and Mr. David A. Pallett.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report on its behalf by the undersigned hereunto
duly authorized.
UNITED TRANS-WESTERN, INC.
/s/ J. W. Brown
By:
J. W. Brown
Treasurer (Chief Financial Officer)
Date: December 24, 1996
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Exhibit Index
No. Description Page
10.1 Letter Agreement dated as of November 7, 1996
between New West Resources, Inc. and Bullard & Associates.
10.2 Agreement dated as of December 12, 1996 between
Bullard & Associates and Mr. David A. Pallett.
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LAW OFFICES OF 2200 ROSS AVENUE - SUITE 2200
LOCKE PURNELL RAIN HARRELL DALLAS, TEXAS 75201-6776
(A PROFESSIONAL CORPORATION) (214) 740-8000
(214) 740-8800 (FAX)
WRITER'S DIRECT DIAL NUMBER
214-740-8746
November 7, 1996
VIA FACSIMILE
Mr. Fred K. Gruehl
Bullard & Associates
P.O. Box 249
Don Mills, Ontario
Canada M3C 2S2
RE: UNITED TRANS-WESTERN, INC.
Dear Fred:
I have been instructed by our client, New West Resources, Inc. ("NWR"), to
advise you that your offer to purchase the 4,719,361 shares of common stock of
United Trans-Western, Inc. ("UTW") owned by NWR on the terms set forth in
your letter to me of November 4, 1996 is not acceptable. Instead, NWR will
sell all of those shares to you in the following installments and on the
other material terms specified below:
1. NWR will sell 2,719,361 of the shares to you on or before March 31,
1997 for a total of U.S. $80,000.00 in immediately available funds;
and
2. NWR will sell the remaining 2,000,000 shares to you in minimum blocks
of 250,000 shares as you may elect from time to time at U.S. $.005
per share in immediately available funds; provided, however, all
2,000,000 shares must be purchased no later than December 31, 1997
for a total purchase price of U.S. $10,000.00.
As a pre-condition to this transaction and as protection to UTW, the Board
of Directors of UTW will cause UTW to grant an option to NWR, exercisable at
any time during the period from December 31, 1997 through February 28, 1998
and only in the unlikely event that you fail to purchase all of the shares
in the required time period, to acquire, for a nominal sum, sufficient shares
of UTW common stock so that after such acquisition it will again own 56% of the
then outstanding shares of common stock of UTW. In addition, the definitive
purchase and sale agreement between you and NWR will contain appropriate
covenants and agreements to insure that in the unlikely event that NWR is
required to exercise its option and retake control of UTW, it will get UTW
back in substantially the same shape and condition as it was immediately prior
to the sale of the first 2,719,361 shares.
As a further condition to the sale, you agree that you will cause UTW to
pay in full all outstanding indebtedness to NWR and its affiliates on or
before December 31, 1997. Other preconditions to the sale will include
(i) a due diligence examination of UTW by you and your representatives;
(ii) UTW being current with respect to its filings with the Securities and
Exchange Commission and the Ontario Securities Commission; (iii) the holding by
UTW of its 1997 annual meeting of stockholders; (iv) the parties entering
into a mutually acceptable and definitive purchase and sale agreement
containing the material terms described herein; (v) approval of the
transaction by the Board of Directors of NWR; and (vi) you being able to work
out an arrangement with Premier Capital, Ltd. prior to January 1, 1997
regarding the indebtedness of UTW that it holds.
You may assign your right to purchase some or all of the shares of UTW
which are the subject of this letter to one or more third party. It is
understood and agreed, however, that no such assignment shall be binding
unless the assignee acknowledges in writing that it is bound by all of your
obligations with respect to the rights so assigned and that any such assignment
shall not relieve you of your obligations to NWR with respect to those rights
and the shares to which they relate.
If the foregoing is acceptable to you, please sign and date this letter in
the spaces provided below and return it to me. Time is of the essence in
this matter so this counter-offer will expire at 5:00 p.m., Central Standard
Time, on Thursday, November 7, 1996.
Very truly yours,
/s/ Phillip A. Wylie
Phillip A. Wylie
<PAGE>
AGREED AND ACCEPTED this 7th day of
November, 1996
/s/ Fred Gruehl
Fred Gruehl
<PAGE>
ASSIGNMENT
THIS ASSIGNMENT (this "Assignment") is executed as of December 12, 1996
between Bullard & Associates ("Assignor") and David A. Pallett ("Assignee").
Recitals
A. Pursuant to the Letter Agreement between Assignor and New West
Resources, Inc., a Texas corporation ("New West") dated as of November 7,
1996 (the "Letter Agreement"), Assignor acquired the right to purchase
4,719,361 shares of common stock of United Trans-Western, Inc., a Delaware
corporation ("UTW Common Stock") owned by New West on the
terms and conditions set forth therein.
B. Assignor desires to assign to Assignee the right to purchase 2,719,361
shares of UTW Common stock under the Letter Agreement on the terms and
conditions hereinafter set forth.
Terms and Conditions
In consideration of the terms and conditions hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignment of Right. As of the date of this Assignment, subject to
the terms and conditions of the Letter Agreement, Assignor hereby assigns to
Assignee and Assignee hereby accepts from Assignor the right to purchase
2,719,361 shares of UTW Common Stock.
2. Consent of Assignee. Assignee hereby agrees that after the completion
of the purchase of the 2,719,362 shares of UTW Common Stock by Assignee,
Assignee shall, in the capacity as a shareholder of United Trans-Western,
Inc. ("UTW"), approve and consent to all other actions or transactions
contemplated under the Letter Agreement.
3. Further Assurances. Assignee hereby agrees that, forthwith upon the
request by Assignor, New West or UTW, Assignee will from time to time
execute, acknowledge and deliver all further agreement, document or
assurance as reasonably may be required to evidence Assignee's approval or
consent as stated in section 2 hereof.
4. Successors and Assigns. This Assignment shall be binding upon, and
shall inure to the benefit of, the parties and their respective heirs, legal
representatives, successors and assigns.
5. Modification and Waiver. No supplement, modification, waiver or
termination of this Assignment or any provisions hereof shall be binding
unless executed in writing by the parties hereto and approved and consented
to in writing by New West.
6. Governing Law. This Assignment shall be governed by the laws of the
State of Texas, without giving effect to the principles of conflict of laws.
Signatures
To evidence the binding effect of the foregoing terms and conditions, this
Assignment is executed by the parties hereto as of the date first above
written.
ASSIGNOR:
BULLARD & ASSOCIATES
/s/ Fred Gruehl
Name: Fred Gruehl
Title: Associate
ASSIGNEE:
/s/ David A. Pallett
David A. Pallett
