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
March 23, 1999
Date of Report (Date of earliest event reported)
HALSTEAD ENERGY CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-25660 87-0446395
IRS Employer
(State of Organization) (Commission File Number) (Identification Number)
33 Hubbells Drive
Mount Kisco, NY 10549
(Address of Registrant's Principal Executive Office) (Zip Code)
(914) 666-5800
(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 3. Bankruptcy or Receivership.
(a) On March 22, 1999, Infinity Investors Limited ("Infinity"), a
creditor and shareholder of the Halstead Energy Corp. (the "Registrant"), filed
a Motion for Ex Parte Appointment of Receiver against Halstead Energy Corp., a
Nevada corporation, Claire E. Tarricone, Anthony J. Tarricone, Joseph A.
Tarricone, Edwin Goldwasser, Joseph Gatti and Does 1 through 10 (the
"Defendants"), with the Second Judicial District Court of the State of Nevada in
and for the County of Washoe. On March 23, 1999, the Second Judicial District
Court of the State of Nevada in and for the County of Washoe granted the Motion
for Ex Parte Appointment of Receiver and further ordered that Bernard A. Katz
("Katz"), a partner of J.H. Cohn LLP ("J.H. Cohn"), be appointed receiver of the
Registrant to (i) preserve the assets of the Registrant for the benefit of its
shareholders and creditors; (ii) possess and control the accounts, funds, monies
and books and records of the Registrant; and (iii) undertake the daily business
operations of the Registrant pursuant to the function, powers and duties
conferred on receivers as provided under Nevada State Law. Upon the issuance of
the order, the Receiver entered upon and secured possession of the premises of
Halstead Quinn Propane, Inc., a New York corporation and a wholly-owned
operating subsidiary of the Registrant ("HQ"), by changing the locks of,
answering the phones of and denying HQ management entry onto the premises owned
by HQ.
Unable to conduct its business, on March 26, 1999, HQ filed a
motion for order to show cause with temporary restraining order against the
Receiver in Part 1 of the Supreme Court of the State of New York ("New York
State"). On that same day, an order to show cause with temporary restraining
order was granted enjoining and restraining the Receiver, its agents, employees,
affiliates, subsidiaries or any other entity or person acting under and/or of
its authority or direction from taking any action with respect to HQ's property
in New York and (i) enjoining the Receiver, directly or indirectly, from
exercising or attempting to exercise possession, custody or control over
Registrant's property in New York;(ii) enjoining the Receiver, directly or
indirectly, from interfering with the management and operation of Registrant's
business or its property in New York; (iii) enjoining the Receiver, directly or
indirectly, from restraining, impeding or interfering with the officers,
directors and/or employees of Registrant from managing or operating the business
and affairs in New York; (iv) compelling the Receiver to surrender all of
Registrant's property in their custody, possession or control derived from their
entry upon Registrant's premises in Mt. Kisco, including copies of any books,
records or information made or obtained by the Receiver thereof; and (v)
compelling the Receiver to surrender to Registrant all keys, passes,
combinations, locks or other physical restraints placed or imposed directly or
indirectly by the Receiver over or upon Registrant's property in Mt. Kisco. HQ
also on that same date commenced a lawsuit in New York State Court against Katz
and J.H. Cohn to recover damages sustained by HQ as a result of what management
believes was Katz's and J.H. Cohn's illegal and tortious interference with HQ
and it's property.
(b) On April 1, 1999, the Registrant filed a petition requesting relief
under chapter 11 of the Bankruptcy Code (title 11 of the United States Code)
with the United States Bankruptcy Court for the Southern District of New York.
The Bankruptcy Court, in response, ordered that the Registrant, as
debtor-in-possession, as of the date of filing its Chapter 11 petition, shall
retain control of a bank account with the Bank of New York (the "Account") for
operational purposes conditional upon the Registrant's making appropriate
notations in its books and records related to the Account to reflect the
commencement of this Chapter 11 case and all checks issued by the Registrant
shall include the designation "Debtor-in-Possession" or "DIP" on the face of
such checks. The order further authorized and directed the Bank of New York to
continue to serve and administer the Account and enjoined the Bank of New York
from offsetting, freezing or otherwise impeding the use of a transfer or, or
access to, funds deposited by the Registrant in the Account by reason of any
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claim, as defined in 11 U.S.C. ss. 101(5), of the Bank of New York against the
Registrant that was prior to the filing of the Chapter 11 Petition.
Additionally, the order operated to stay all of the Nevada receivership
proceedings pursuant to automatic stay provisions of the Bankruptcy Code. 11
U.S.C. ss. 362.
On April 5, 1999, Infinity filed a motion in the Debtor's
bankruptcy case seeking, among other things, to have the Receiver remain in
possession of the Registrant's property or, in the alternative, to appoint a
Chapter 11 trustee for the Registrant, pursuant to Section 1104 of the
Bankruptcy Code. The Bankruptcy Court has set a hearing date of April 26, 1999
to consider and decide Infinity's motion. The Registrant intends to contest
Infinity's motion.
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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.
HALSTEAD ENERGY CORP.
(Registrant)
By: /s/ Claire E. Tarricone
_______________________
Claire E. Tarricone
President
Date: April 12, 1999
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