SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13-D
Under the Securities Exchange Act of 1934
TATONKA ENERGY, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Securities)
835758103
(CUSIP Number)
Richard A. Green, Sr., President, Verde, Inc.
10510 Markison Rd., Dallas, Texas 75238
(214) 340-9341
(Name and address of person authorized to receive Notices and communication)
(August 1 - September 13, 1996)
(Date of Event which Requires the Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [X]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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SCHEDULE 13-D
CUSIP NO. 835758103
1 Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of above
Persons
VERDE, INC. IRS No. 71-0723204
2 Check the Appropriate Box if a Member of a Group (a) [_] (b) [_]
3 SEC Use Only 3
4 Source of Funds
WC
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_] 5
6 Citizenship or Place of Organization
ARKANSAS
Number of Shares Beneficially Owned by Each Reporting Person With
7 SOLE VOTING POWER
2,051,136
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,051,136
10 SHARED DISPOSITIVE POWER
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,051,136
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[_]
13 Percent of Class Represented by Amount in Row (11)
37%
14 Type of Reporting Person
CO
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CUSIP NO. 835758103 SH 13-D Page 1 of 8
Item 1. Security and Issuer.
The title and class of equity securities to which this statement relates is
the Common Stock, no par value (the "Company Common Stock"), of Tatonka Energy,
Inc., an Oklahoma corporation,(the "Company"). The Company's principal executive
offices are located at 10510 Markison Rd., Dallas, TX 75238.
Item 2. Identity and Background
(a) - (f) This statement is being filed by Verde, Inc., an Arkansas
corporation ("Verde"). Verde is a privately-held corporation which owns a
controlling interest in multiple real estate ventures, construction firms, and
marketing companies in both Arkansas and Texas. The principal business address
of Verde is 10510 Markison Rd., Dallas, Texas 75238. Verde has two controlling
shareholders: Richard A. Green, Sr., a U.S. citizen, of 10510 Markison Rd.,
Dallas, TX 75238, and Richard A. Green, Jr., a U.S. citizen, of 10510 Markison
Rd., Dallas, TX 75238, each holding 50% of Verde's outstanding voting stock.
The following individuals are the executive officers and directors of Verde
(with asterisks indicating the directors):
Name Present Principal Name and Business
Occupation Address (1)
or Employment
Richard A. Green, Chairman of the c/o Verde, Inc.
Sr.* Board, President, 10510 Markison Rd.,
CEO of Verde Dallas, TX 75238
Richard A. Green, CEO of Entertainment C/o Verde, Inc.
Jr.* Group, Inc. 10510 Markison Rd.
Dallas, TX 75238
Kara Kyle Green* COO of Entertainment C/o Verde, Inc.
Group, Inc. 10510 Markison Rd.
Dallas, TX 75238
[ (1) The principal business of Verde has been omitted; all addresses are
business addresses, unless otherwise noted. ]
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CUSIP NO. 835758103 SH 13-D Page 2 of 8
None of the officers, directors, or shareholders of Verde have been convicted in
a criminal proceeding, or has been a party to a civil proceeding resulting in
any injunction, mandate or prohibition regarding federal or state securities
laws, or making any finding of any violation of such laws, within the last five
years.
Item 3. Source and Amount of Funds or Other Consideration.
Verde purchased the Shares of the Company with funds from its working
capital. Verde's working capital was supplemented by private funding arranged
through Richard A. Green, Sr., President of Verde, in conjunction with a loan
from Ruston Homes, Inc., a Texas corporation, in an amount sufficient to provide
the purchase price of the Shares of the Company for $92,216.00. No voting
restrictions or conditions were incurred by Verde in this transaction.
Item 4. Purpose of Transaction
(a-j)
Acquisition:
Verde purchased the shares of the Company pursuant to a Stock Purchase
Agreement between Verde and the Company which set out the terms of the
purchase(attached as an Exhibit hereto). On September 13, 1996 the securities
for which Verde contracted were officially transferred to Verde by the Company's
Transfer Agent.
Verde made the above described acquisition to acquire an equity interest in
the Company and to eventually take control of the Company, to change the Board
of Directors, and to replace the current management of the Company. After the
acquisition of the stock described in this schedule, the resignations of two of
the three Directors of the Company were obtained by the Company, leaving Mr. Joe
Love, a long-time Director and investor, the sole member of the Company's Board.
New Management:
Effective September 13, through a Unanimous Consent of the Board of
Directors, Joe Foor and Richard A. Green, Sr. were appointed to fill the
vacancies on the Board, to serve until the
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CUSIP NO. 835758103 SH 13-D Page 3 of 8
next election of Directors by the Shareholders. Richard A. Green, Sr. was also
appointed to serve as President and Chief Executive Officer of the Company. Two
additional officers joined Mr. Green as part of the restructuring, Lynn Jones -
Secretary, and Robert Williamson III - a Vice President.
Plans for Future Expansion:
It is the intention of Verde in making the acquisition described herein
that the Company will be taken from a position of inactivity to a position of
expansion and growth. Verde plans to suggest that the Board of Directors seek
out new opportunities for expansion through possible acquisitions, mergers, and
other available means, with a view towards increasing the per-share value of the
Company for the benefit of the Shareholders.
Item 5. Interest in Securities of the Issuer.
(a-e)
As a result of the acquisition described herein, Verde is now the
beneficial owner of Two Million, Fifty-one Thousand, One- hundred Thirty-Six
(2,051,136) shares of the common stock of the Company, representing
approximately Thirty-seven percent (37%) of the outstanding shares of the
Company.
Verde has the sole power to vote and dispose of the above described shares
of the Company.
There have been no transactions by Verde in the common stock of the Company
within the last 60 days.
By virtue of their equity positions in Verde, Richard A.
Green, Sr., and Richard A. Green, Jr. have the power to direct
Verde's disposition of any dividend Verde may receive from the
Company.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts or other agreements between Verde and any other
person regarding the securities of the Company.
Item 7. Material to Be Filed as Exhibits
Attached as Exhibits are the following documents:
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CUSIP NO. 835758103 SH 13-D Page 4 of 8
Exhibit Number Description
1. Stock Purchase Agreement by which
Verde obtained the securities of
the Company
2. Promissory Note dated July 25,
1996 by which Verde obtained
additional working capital to
assist in the purchase of the
securities of the Company
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 18, 1996
Verde, Inc.
/s/ Richard A. Green, Sr.
Richard A. Green, Sr., President
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CUSIP NO. 835758103 SH 13-D Page 5 of 8
EXHIBIT No. 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
effective as of the 1st day of August, 1996, by and between HERITAGE RESOURCES,
INC. ("Seller") and VERDE, INC. ("Buyer").
WITNESSETH:
WHEREAS, Seller owns or is the beneficiary/owner of, in the aggregate,
2,051,136 shares of the outstanding common stock of Tatonka Energy, Inc., an
Oklahoma corporation as set forth on Exhibit "A" (collectively, the "Shares");
and
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from
Seller, the Shares under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained in this Agreement, the parties agree as follows:
1. Sale and Purchase of the Shares. Subject to the terms and conditions
contained in this Agreement, Seller will sell, transfer and deliver to
Buyer, and Buyer will purchase from Seller, at the Closing, as defined
herein, the Shares for the aggregate sum of $92,216.00.
2. Representations of Seller. Seller hereby makes the following
representations:
2.1 The Shares. Seller owns or is the beneficial owner of, and has
full valid title to the Shares, free and clear of all liens,
security interests, claims, encumbrances, options, pledges and
other burdens.
2.2 Tatonka Common Stock. Tatonka has currently outstanding only
5,540,556 shares of common stock, out of 50,000,000 shares
authorized under the current Articles of Incorporation and Bylaws
of Tatonka.
2.3 Tatonka Preferred. Tatonka has currently outstanding 135,139
shares of non-voting preferred stock, out of 5,000,000 authorized
by the Bylaws of the corporation (and out of 1,000,000 authorized
by the State of Oklahoma according to the official filings
resulting from the merger of Tatonka with Sooner Energy Corp.);
and that such preferred shares may be converted to 6.66667 shares
of common stock for each share of preferred according to the
current bylaws of the corporation.
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CUSIP NO. 835758103 SH 13-D Page 6 of 8
2.4 Organization. Tatonka is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Oklahoma. Tatonka is not in default under any applicable order,
writ, injunction or decree of any court or other governmental
agency and, to the best of the knowledge of Seller, Tatonka is in
compliance, in all material respects, with all applicable laws
and regulations including, but not limited to, all taxing
authorities and the Securities and Exchange Commission, and that
there are no unfulfilled fines, fees, penalties, dues or
obligations due or owed at this time by Tatonka to same.
2.5 Litigation. There are no lawsuits, claims or legal proceedings of
any kind, active or pending, in any court or body having
jurisdiction over Tatonka, which involves Tatonka or its assets,
whether filed or pursued by an individual or an entity.
2.6 Outstanding Obligations. Tatonka has no outstanding obligations,
unpaid bills, monetary or otherwise, between third party,
shareholder, officer, director, employee, person or entity of any
type whether by contract or otherwise, exceeding a total sum of
$1,000.00.
2.7 Consents. No consent or approval by, notice to, or registration
with any governmental or regulatory authority, shareholders or
other third parties are required prior to the Closing with the
execution and delivery by Seller of this Agreement or Seller's
consummation of any transactions contemplated hereby.
2.8 Oil and Gas Operations. Tatonka operated as a holding company and
is not now and has not in the past been an operator or producer
of oil and gas properties. Tatonka has owned subsidiary
corporations which were involved (directly or in partnership) in
operating and producing oil and gas, all of which have either
been sold or dissolved in accordance with the statutes of their
respective states of incorporation.
3. Closing. The closing of the purchase and sale of the Shares (the
"Closing") will take place in the offices of Seller's legal counsel,
on August 1, 1996, or at such other place, time or date as may be
mutually agreed to by the parties (the "Closing Date").
4. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the matters
contained in this Agreement, and supersedes all other agreements
between and representations by the parties with respect to such
matters.
5. Assignment. This Agreement is personal to the parties and may not be
assigned by any party, in whole or in part, without the prior written
consent of the other party.
6. Amendment and Modification. This Agreement may be amended or modified
only by a writing executed and delivered by all the parties.
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CUSIP NO. 835758103 SH 13-D Page 7 of 8
7. Captions. All captions contained in this Agreement are for convenience
of reference only and shall not affect the meaning, substance or
construction of any the provisions or terms of this Agreement.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall, for all purposes of this Agreement,
be deemed and original, but all of which shall constitute one and the
same agreement.
9. Binding Effect. This Agreement shall be binding upon, and shall inure
to the benefit of, the respective parties hereto, their successors,
legal representatives, and, to the extent herein permitted, assigns.
10. Governing law. This Agreement and any performance under this Agreement
shall be construed, and enforced in accordance with, and governed by,
the laws of the State of Oklahoma.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
to be effective the day and year first above written.
"SELLER": HERITAGE RESOURCES, INC.
By: /s/ D. Keith McFall
D. Keith McFall, President
"BUYER": VERDE, INC.
By: /s/ Russell L. Richardson
Russell L. Richardson, Attorney-in-Fact
To the undersigned's knowledge, without independent investigation or
verification, the representations of the Seller set forth in Section 2 are true
and correct.
/s/ C. J. Lett, III
C.J. Lett, III
/s/ D. Keith McFall
D. Keith McFall
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CUSIP NO. 835758103 SH 13-D Page 8 of 8
EXHIBIT No. 2.
PROMISSORY NOTE
$125,000.00 July 25, 1996
VERDE, INC. (the "Promisor" ) promises to pay to the order of RUSTON HOMES, INC.
(the "Payee"), at Dallas, Texas, (or at such place as the Payee may direct in
writing) the sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000.00) with
interest from July 25, 1996, on the unpaid principal at the rate of 10.00 per
cent per annum. Unpaid principal after the Due Date shown below shall accrue
interest at the rate of 10.00 per cent per annum until paid.
The unpaid principal and accrued interest shall be payable on as follows:
Interest only for six months from August 1, 1996 through January 1, 1997.
Interest payments shall be paid on the first of each month beginning with
September 1, 1996. Payment in full of any accrued interest and Principal on
February 1, 1997. Any payments before the due date of Principal shall be applied
first in payment of accrued interest and any remainder in payment of principal.
The Promisor waives presentment for payment, protest, and notice of protest and
nonpayment of this Note.
No renewal or extension of this Note, delay in enforcing any right of Payee
under this Note, or assignment by Payee of this Note shall affect the liability
of the Promisor. All rights of the Payee under this Note are cumulative and may
be exercised concurrently or consecutively at the Payee's option.
If any one or more of the provisions of this Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operational.
All payments of principal and interest on this Note shall be paid in the legal
currency of the United States of America.
Executed on this 25th day of July, 1996 at Dallas, Texas
Verde, Inc.
By: /s/ Richard A. Green, Sr., President
Richard A. Green, Sr., President
