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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
<TABLE>
<S> <C>
Date of Report (Date of earliest event reported): December 14, 1998
POWERTEL USA, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-14873 84-0897771
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
Address of principal executive offices: 321 W. Lake Lansing Road
Asher Court, Suite 100
E. Lansing, MI 48823
Registrant's telephone number: (517) 333-5277
Former name and addresses: Nevada Energy Company, Inc.
510 Castillo Street
Santa Barbara, CA 93101
Phone (805) 884-8350; Fax (805) 884-9221
77-564 B Country Club Drive,
Suite 340
Palm Desert, CA 92260
Phone (619) 772-3100; Fax (619) 772-3132
1000 Bible Way, Suite 40
Reno, Nevada 89502
Phone (702) 324-0922 and (702) 324-5064
321 West Lake Lansing Road
Asher Court, Suite 100
East Lansing, MI 48823
Phone (517) 333-5277; Fax (517) 333-9869
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Item 5. Other Events
On December, 1997, a shareholder's derivative action was commenced in
Chancery Court of Delaware naming PowerTel USA, Inc. as a nominal defendant.
Other defendants included, Charles Cain, Peter Cannell, John Gould and Stefan
Tevis, all former members of the Board of Directors of PowerTel. Litigation in
this proceeding was stayed due to the commencement of involuntary reorganization
pursuant to the United States Bankruptcy Code.
On or about September 15, 1998, the United States Bankruptcy Court, the
District of Nevada confirmed the Plan of Reorganization as submitted by the
Company. Thereafter, the Company entered into a Settlement and Release Agreement
with Messrs. Charles Cain and Peter Cannell, the terms of which are confidential
by Agreement of the parties. As part of this settlement, they have agreed to
cooperate fully with current management in its investigation of entities and
persons who may have damaged the Company. The litigation remains pending with
respect to claims against Defendants Tevis and Gould.
The Company announced today that it has requested that the NASD halt
trading in the Company's Class A Common Shares order that the Company can
implement certain components of its Plan of Reorganization as approved by the
United States Bankruptcy Court for the District of Nevada. The Plan provides for
various action to be taken to restructure the Company's balance sheet,
especially pertaining to its equity capitalization.
In summary, the Plan provides:
1. All Class A Common Shares issued subsequent to May 3, 1996 are
rescinded in order that share ownership is vested in
shareholders of record as of that date, except for certain
shareholders who purchased Shares after May 3, 1996 and filed
a Proof of Interest with the Bankruptcy Court and who followed
certain procedures established by that Court.
2. The 1:6 reverse stock split name change and Share
capitalization effected in January, 1997 is rescinded.
3. The Company's Articles of Incorporation are to be amended.
Through this amendment, among other things, the Series B
Preferred Shares will be canceled and a new class of stock,
"Special Shares" will be established. Five shares of the
"Special Shares" will be issued pursuant to the Plan.
4. The Series B Common Shares, held of record as of August 16,
1996 by Nevada Energy Partners, I, a Nevada Limited
Partnership, are to be converted into Class A Common Shares,
and the 16 Bahamian corporations will be the shareholders of
record on a pro rata basis of such Shares pursuant to a
settlement agreement approved by the Court. As a rewrite of
this
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settlement, the 16 Bahamian corporations will own not more
than 50.0% of the issued and controlling Class A Common
Shares.
5. Up to 35.0% of the issued and outstanding Class A Common
Shares as of the effective date are reserved for issuance to
Mr. David Wallace, revenue produced within a 30 month period
as set forth in the Plan.
6. Creditors holding certain allowed claims may exchange their
claims for Class A Common Shares.
7. Prior to the issuance of the Class A Common Shares to
creditors, the Plan provides that the Company's Board of
Directors will effect a reverse stock split at a ratio to be
determined by the Board of Directors.
In order to effect the foregoing events, and other actions called for
in the Plan of Reorganization, the Company has requested a halt in the trading
of its Class A Common Shares.
The Company predicts that trading will be resumed within 2-4 weeks.
The Company has filed a Restated Certificate of Incorporation changing
its name to WorldCall Corporation pursuant to the Plan.
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EXHIBITS
(1) Letter Dated December 14, 1998 to National Association of Securities
Dealers
(99) Press Release
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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 thereunto duly authorized.
POWERTEL USA, INC.
Date: December 15, 1998 /s/ Michael R. Kassouff
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Michael R. Kassouff, Director
Date: December 15, 1998 /s/ Richard A. Cascarilla
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Richard A. Cascarilla, Director
Date: December 15, 1998 /s/ Jeffrey L. Hartman
--------------------------- ------------------------------------
Jeffrey L. Hartman, Director
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[WALTER & HAVERFIELD LETTERHEAD]
December 14, 1998
VIA TELEFAX AND FEDERAL EXPRESS
Mr. Chris Troutner
National Association of
Securities Dealer
Market Operations
9513 Keywest Avenue
Rockville, MD 20850
RE: POWERTEL USA, INC. FORMERLY KNOWN AS NEVADA ENERGY COMPANY, INC.
FORMERLY KNOWN AS MUNSON GEO THERMAL, INC.
Dear Mr. Troutner:
As we discussed this evening, this firm is legal counsel to PowerTel
USA, Inc., (F/K/A Nevada Energy Co.) (the "Company"), whose Class A Common
Shares are traded in the over-the-counter market. As I advised you earlier
today, effective 5:00 p.m. (EST) today, the company is requesting that trading
in its Class A Common Shares be halted in order that the company can implement
certain provisions of the Plan of Reorganization as approved by the United
States Bankruptcy Court for the District of Nevada and NASD Rules.
In this context, in or about February, 1997, an Involuntary Petition
for Reorganization was filed by three creditors. Thereafter, an interim Trustee
was appointed. In or about October, 1997, the United States Bankruptcy Court,
with the concurrence of the Trustee, approved a petition authorizing the Company
to resume operations functioning as Debtor-in-Possession pursuant to Section
1107 of the United States Bankruptcy Code. Thereafter, the Company prepared a
proposed Plan of Reorganization and the Bankruptcy Court approved for
dissemination to creditors and shareholders a Disclosure Statement, pursuant to
the United States Bankruptcy Code.
In August, 1998, United States Bankruptcy Court held a hearing for the
purpose of receiving a report with respect to the votes of creditors and
shareholders regarding the proposed plan. Thereafter, on or about September 24,
1998, the United States Bankruptcy Court confirmed the Plan of Reorganization as
submitted by the Company.
The Plan, as approved by the Court, requires that the Company take
certain action with respect to the recapitalization of the equity as it relates
to the issued outstanding Shares of the
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[WALTER & HAVERFIELD LETTERHEAD]
Company sheet. Among other things, the Plan voids all shares of Class A Common
Stock issued by the Company subsequent to May 3, 1996 unless (1) the shareholder
files a Proof of Interest with the United States Bankruptcy Court establishing
that the shareholder was a bona fide shares purchaser for value, and (2) the
debtor does not file an objection to the Proof of Interest or, if such an
objection is filed, the Court determines that the Proof of Interest is valid.
In addition, a 1:6 reverse stock split effected in or about January,
1997 is rescinded. Other significant events include the conversion of Class B
Common Shares into Class A Common Shares, and the issuance of a large block of
Class A Common Shares to 16 Bahamian corporations which collectively will own
50% of the issued and outstanding Class A Common Shares after issuance, subject
to a further adjustment to be effective ten (10) days after the Effective Date
of the Plan. In addition, the company has effected an acquisition which could
result in the transfer of up to 35% of issued and outstanding Class A Common
Shares to a third party.
The Company is requesting a halt in the trading of its Class A Common
Shares in order that the Company can file Amended Articles of Incorporation,
rescind a previous 1:6 reverse stock split, ascertain the identity of
shareholders of record and issue to such individuals and entities new stock
certificates pursuant to the Plan.
At this time, we estimate that 2-4 weeks will be required to complete
this process. When all of the events mandated by the Plan of Reorganization have
been implemented, we will advise the NASDAQ in order that trading may be
resumed.
Thank you for your cooperation and assistance. in the event that you
have any questions or comments, do not hesitate to call the undersigned.
Sincerely,
/s/ Van P. Carter
Van P. Carter
VPC/lag
cc: Richard Cascarilla, President
PowerTel USA
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[WALTER & HAVERFIELD LETTERHEAD]
bcc: Carl E. Anderson, Esq.
Michael T. McMenamin, Esq.
Robert J. Crump, Esq.
Ralph E. Cascarilla, Esq.
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POWERTEL ANNOUNCES TRADING HALT
EAST LANSING, MICHIGAN. WorldCall Corporation (FIK/A PowerTel USA,
Inc.) announced today that it has requested a 2-4 weeks halt in the trading of
its Class A Common Shares in order that the company can implement certain
components of its Plan of Reorganization pertaining to changes in the number of
shares of its Class A Common Stock and the changing of its name to WorldCall
Corporation. On September 15, 1998, United States Bankruptcy Court for the
District of Nevada confirmed the Plan of Reorganization as submitted by the
Company. The Plan provided, among other things, for significant modifications
with respect to the Company's equity structure.
As part of the Plan, the Court voided all securities issued subsequent
to May 3, 1996, except as to shareholders who complied with certain court
ordered procedures to establish a claim with proof of valid consideration. "One
important component of the Plan was the reinstatement of stock ownership to all
shareholders of record as of May 3, 1996," said Richard Cascarilla, President of
WorldCall.
In addition to restoring ownership to shareholder of record on that
date, the Plan rescinded a 1:6 reverse stock split affected in January, 1997,
recognized the conversion of a large block of Class B Common Shares to Class A
Common Stock, authorized the transfer of a large block of Class A Common Shares
to 16 Bahamian corporations which will own 50.0% of the issued and outstanding
Class A Common Shares after transfer, approved the purchase of DiegoTel, Inc.
from Mr. David Wallace in exchange for up to 35.0% of the issued and outstanding
Class A Common Shares of PowerTel, and authorized creditors to receive Class A
Common Shares in lieu of monetary compensation for outstanding claims. The Plan
also authorizes the company to amend its Articles of Incorporation in order to
abolish the Series B Preferred Shares and to create a new class of preferred
shares.
The Company has requested that the National Association of Securities
Dealers (NASD) halt the trading of its Class A Common Shares in order that it
may implement certain portions of the Plan of Reorganization.
During the trading halt, new share certificates will be issued to all
shareholders of record and additional action taken in order to implement the
Plan of Reorganization, including the filing of Amended Articles of
Incorporation in the State of Delaware.
The Company anticipates that trading will be suspended for a 2-4 week
duration.
The Company's Class A Common Shares are traded in the over-the counter
market under the symbol "PTLUA."
For additional information, contact:
Richard Cascarilla, President
WorldCall Corporation
321 W. Lake Lansing Road, Suite 100
East Lansing, Michigan 48823
(517) 366-0060
