U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Act of 1934
February 15, 2000
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Date of Report (date of earliest event reported)
Capco Energy, Inc.
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Exact Name of Registrant as Specified in its Charter
Colorado 0-10157 84-0846529
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State or Other Jurisdiction Commission File IRS Employer
of Incorporation Number Identification Number
2922 East Chapman Avenue, Suite 202
Orange, California 92869
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Address of Principal Executive Office, Including Zip Code
(714) 288-8230
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Registrant's Telephone Number, including Area Code
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ITEM 5. OTHER EVENTS.
On February 9, 2000, Registrant completed the purchase of 100% of the
capital stock of Meteor Stores, Inc. ("MSI"), a subsidiary of Meteor Industries,
Inc. ("Meteor") through Registrant's majority owned subsidiary, Capco Resource
Corporation ("Capco"). The sale was made effective as of December 31, 1999.
MSI leases and operates twenty convenience stores (three of which are
third party leases that expire at the end of February 2000) in Colorado and New
Mexico that operate under the Conoco, Phillips 66, Frontier, Sinclair and
Diamond Shamrock brand names. The sale of this operating subsidiary was made to
allow Meteor to focus on its core business of commercial, wholesale and cardlock
petroleum distribution. Meteor, through a five-year supply contract with
Registrant, will continue to be the supplier of refined petroleum products to
these stores.
The total purchase price for the sale of MSI is $1,596,400. Year-end
adjustments are expected to decrease the purchase price by approximately
$100,000. Two Hundred Fifty Thousand dollars was paid in cash at closing and
Capco also delivered a promissory note for $1,250,000 payable in monthly
installments of interest only during calendar year 2000 and the balance
amortized over a 10 year period with a balloon payment of the remaining
principal balance on December 31, 2001. Payments may be made either in cash or
shares of the Meteor's Common Stock at a value of $3.00 per share. The
promissory note bears interest at 9.25% per annum. The promissory note is
secured by the pledge of all of the outstanding shares of Meteor Stores, Inc.
and 210,000 shares of the Meteor's outstanding Common Stock held by a
majority-owned subsidiary of Registrant.
Registrant, through a majority-owned subsidiary, currently owns
approximately 34% of Meteor's Common Stock. Ilyas Chaudhary, a Director of
Meteor, is an officer, director and a principal shareholder of Registrant.
Dennis Staal, a Director of Meteor, is also an officer of Registrant and
beneficially owns 35,000 common shares of Registrant and 2,286 shares of Series
A Preferred shares. Irwin Kaufman, a Director of Meteor, is also a director of
Registrant and owns 20,000 common shares of Registrant. Edward Names, President
and CEO of Meteor personally and through immediate family members may be deemed
to beneficially own 64,580 common shares of Registrant and 2,286 shares of
series A preferred shares of Registrant.
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, hereunto duly authorized.
CAPCO ENERGY, INC.
Dated: February 18, 2000 By:/s/ Ilyas Chaudhary
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Ilyas Chaudhary
President
