UNITED STATES 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: FEBRUARY 1, 2000
COMMISSION FILE NUMBER: 000-10056
ADAIR INTERNATIONAL OIL AND GAS, INC.
(A TEXAS CORPORATION)
I.R.S. EMPLOYER IDENTIFICATION NO. 74-2142545
3000 RICHMOND, SUITE 100
HOUSTON, TEXAS 77098
TELEPHONE: (713) 621-8241
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ITEM 2. ON FEBRUARY 1, 2000, ADAIR INTERNATIONAL OIL AND GAS, INC. (THE
COMPANY) ACQUIRED 100% OF THE OUTSTANDING COMMON STOCK OF PARTNERS IN
EXPLORATION, INC. (PIE) THE TERMS AND CONDITIONS OF THE STOCK EXCHANGE WERE
DETERMINED BY THE PARTIES THROUGH ARMS LENGTH NEGOTIATIONS. THE FINANCIAL
RESULTS OF PIE WILL BE CONSOLIDATED INTO THE COMPANY'S FINANCIAL STATEMENTS.
PIE IS A TEXAS EXPLORATION COMPANY LOCATED IN DALLAS, TEXAS. IT HAS THE
PROFESSIONAL STAFF AND EQUIPMENT TO EVALUATE COMPLEX GEOLOGY TO INCLUDE STATE OF
THE ART 3-D SEISMIC INFORMATION. PIE HAS DONE EXTENSIVE WORK IN THE YEMEN AREA
WHERE THE COMPANY CURRENTLY HAS A MEMORANDUM OF UNDERSTANDING IN FORCE WITH
REGARD TO FUTURE EXPLORATION. PURSUANT TO THIS ACQUISITION, THE COMPANY
CONVEYED 4,200,000 SHARES OF RESTRICTED COMMON STOCK FOR ALL OF THE OUTSTANDING
SHARES OF PIE WHICH TOTALLED 4,200,000 SHARES. THE ASSETS OF PIE INCLUDE
EXTENSIVE 2D SEISMIC, WELL REPORTS, AND A REGIONAL DATABASE ENCOMPASSING THE
COMPANY'S YEMEN CONCESSION; 2D SEISMIC, GRAVITY DATA, TECHNICAL REPORTS, AND
REGIONAL GEOLOGIC DATA IN ERITREA; AND 3D SEISMIC ON OTHER GEOLOGICAL DATA
ENCOMPASSING PART OF WEST TEXAS. PIE HAS THE SOFTWARE, COMPUTERS, AND 3-D WORK
STATIONS TO INTERPRET AND EVALUATE EXISTING DATA. IT IS THE INTENTION OF PIE AND
THE COMPANY TO UTILIZE THESE ASSETS TO INTERPRET AND EVALUATE FUTURE
ACQUISITIONS. PIE ALSO HAS AN EQUAL INTEREST WITH THE COMPANY IN A SIGNED
MEMORANDUM OF UNDERSTANDING WITH REGARD TO THE EXPLORATION OF BLOCK 20 IN THE
REPUBLIC OF YEMEN.
ON JULY 28, 1999, THE COMPANY SIGNED A JOINT VENTURE AGREEMENT WITH
PARTNERS IN EXPLORATION, LLC (LLC), AND OIL AND GAS EXPLORATION GEOPHYSICAL
FIRM, FOR THE PURPOSE OF ACQUIRING LEASES AND EXPLORING FOR OIL AND GAS IN
YEMEN. IN OCTOBER, 1999, THE PRINCIPALS DISSOLVED THE LLC. RICHARD BOYCE, ONE
OF THE PARTNERS IN THE LLC AND THE PRINCIPAL STOCKHOLDER OF PIE TRANSFERRED THE
ABOVE DESCRIBED ASSETS FROM THE LLC TO PIE.
COINCIDENT WITH THE ACQUISTION OF PIE, THE NAME OF PARTNERS IN EXPLORATION,
INC. WILL BE CHANGED TO ADAIR EXPLORATION, INC.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA INFORMATION AND EXHIBITS.
(A) AND (B) FINANCIAL STATEMENTS AND INFORMATION AS OF THE DATE OF THE
FILING OF THIS CURRENT REPORT ON FORM 8-K, THE FINANCIAL STATEMENTS AND
PROFORMA FINANCIAL INFORMATION REQUIRED BY ITEMS 7(A) AND 7(B) ARE NOT
AVAILABLE. SUCH FINANCIAL REPORTS WILL BE FILED NO LATER THAN APRIL 17,
2000.
(B) EXHIBITS.
2.1 FINAL AGREEMENT REORGANIZATION OF PARTNERS IN EXPLORATION,
INC. TO BECOME ADAIR EXPLORATION, INC.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
ADAIR INTERNATIONAL OIL AND GAS, INC.
BY /S/ JOHN W. ADAIR DATE: FEBRUARY 13, 2000
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JOHN W. ADAIR, CHAIRMAN AND DIRECTOR
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EXHIBIT 2.1
FINAL AGREEMENT
REORGANIZATION OF
PARTNERS IN EXPLORATION, INC
TO BECOME
ADAIR EXPLORATION, INC.
A WHOLLY OWNED SUBSIDARY OF ADAIR INTERNATIONAL OIL AND GAS, INC.
PURSUANT TO THE JOINT CONSENT RESOLUTION OF THE DIRECTORS AND SHAREHOLDERS
OF PARTNERS IN EXPLORATION, INC., (DATED 12/31/1999) ACCEPTING AN OFFER BY ADAIR
INTERNATIONAL OIL AND GAS, INC FOR A STOCK PER STOCK REORGANIZATION,
AND;
EFFECTIVE FEBRUARY 1, 2000,
ALL ASSETS AND LIABILITIES OF PIE, INC. ARE HEREBY REORGANIZED INTO ADAIR
EXPLORATION, INC., A WHOLLY OWNED SUBSIDIARY COMPANY OF ADAIR INTERNATIONAL OIL
AND GAS, INC.
TERMS OF THE REORGANIZATION ARE:
1) RICHARD G. BOYCE WILL BE IMMEDIATELY ASSIGNED FOUR MILLION ONE-HUNDRED
AND FIFTY-EIGHT THOUSAND (4,158,000) SHARES OF RESTRICTED STOCK IN
ADAIR INTERNATIONAL OIL AND GAS, INC. (AIGI).
2) A. E. AIKMAN WILL BE IMMEDIATELY ASSIGNED FORTY-TWO THOUSAND (42,000)
SHARES SHARES OF RESTRICTED STOCK IN ADAIR INTERNATIONAL OIL AND GAS,
INC. (AIGI).
3) ONCE SUITABLE DIRECTORS LIABILITY INSURANCE IS IN PLACE, MR. BOYCE
WILL BE GRANTED A POSITION ON THE BOARD OF DIRECTORS OF ADAIR
INTERNATIONAL OIL & GAS, INC., THE PARENT CORPORATION. REGARDING ALL
MAJOR BUSINESS DECISIONS, IT IS INTENDED THAT RICHARD G. BOYCE WILL BE
CONSIDERED AN EQUAL PARTNER IN THE PARENT CORPORATION TO JOHN W.
ADAIR, CHAIRMAN AND CEO AND JALAL ALGHANI, VICE CHAIRMAN AND CFO, AND
AS SUCH WILL BE CONSULTED PRIOR TO ANY MAJOR COMMITMENTS OR DECISIONS
BEING TAKEN.
4) RICHARD G. BOYCE WILL BE NAMED THE PRESIDENT OF ADAIR EXPLORATION,
INC. AND WILL ASSUME THE RESPONSIBILITY OF DEVELOPING ALL OIL AND GAS
EXPLORATION AND PRODUCTION PROJECTS FOR THE COMPANY. JOHN W. ADAIR AND
JALAL ALGHANI WILL BE NAMED TO THE BOARD OF DIRECTORS OF ADAIR
EXPLORATION, INC.
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SIGNATURE PAGE
AGREED AND ACCEPTED, EFFECTIVE THE 1ST DAY OF FEBRUARY, 2000 BY:
BY /S/ JOHN W. ADAIR
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JOHN W. ADAIR, CHAIRMAN & CEO
ADAIR INTERNATIONAL OIL AND GAS, INC.
BY /S/ JALAL ALGHANI
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JALAL ALGHANI, VICE CHAIRMAN & CFO
ADAIR INTERNATIONAL OIL AND GAS, INC.
BY /S/ RICHARD G. BOYCE
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RICHARD G. BOYCE
PARTNERS IN EXPLORATION, INC.
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