SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 9, 1998
Hallmark Properties, Inc.
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Exact Name of Registrant as Specified in its Charter)
Colorado 3-8819-D 84-1036901
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
7810 W. 70th Drive
Arvada, Colorado 80004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 901-4238
Not Applicable
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(Former Name, Former Address or Former Fiscal Year,
if Changed From Last Report)
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ITEM 1. CHANGE IN CONTROL
As of April 9, 1998 Louis Porter, then the president and a director of
the registrant, and James Porter, then the vice-president, secretary and a
director of the registrant, entered into a private transaction by which they
sold to Miles Wynn and Robert Chester 35,000,000 shares of restricted Common
Stock of the registrant held by Louis Porter and James Porter. Louis Porter and
James Porter sold additional amounts of their shares of restricted Common Stock
held by them to several other individuals, each of whom holds less than 5% of
the outstanding shares of Common Stock; such individuals are not related to one
another, to the knowledge of the registrant. A total of $75,000 was paid to the
Porters in this transaction ($.002 per share).
Following the sale, to which transaction the registrant was not a party,
Louis Porter and James Porter elected Miles Wynn and Karen Bejarano to be
directors of the registrant. Thereafter, Miles Wynn became the president and
Karen Bejarano became the secretary of the registrant. Mr. Wynn was the original
founder and president of the registrant in 1986; Ms. Bejarano is his sister. For
further information about Mr. Wynn and Ms. Bejarano, reference is made to the
registrant's Form 10-KSB/A for fiscal year ended March 31, 1997, which is filed
with the Commission on the same day this Form 8-K/A Report is filed.
The purchasers acquired the shares with their own personal financial
resources. The purchased shares are owned by the purchasers; there are no pledge
arrangements in place or contemplated with respect to the purchased shares.
There are no arrangements or understandings among members of the former and
members of the new control groups and any of their associates, with respect to
the election of directors (other than the election of Mr. Wynn and Ms. Bejarano,
as disclosed above) or any other matters.
As a result of the sale by the Porters, the security ownership of the
registrant by its officers and directors, by its officers and directors as a
group, and by persons holding 5% or more of its voting securities (the Common
Stock) is as follows:
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Amount and
Name and Address Nature of Percent
of Beneficial Beneficial of
Owner Ownership Class
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Karen J. Bejarano* -0- -0-
7810 W. 70th Drive
Arvada, CO 80004
Esther Entertainment, Inc. 21,500,000 51%
4415 Cahita Court
Denver, CO 80216
Miles D. Wynn* 29,000,000(1) 69%
4415 Cahita Court
Denver, CO 80216
Robert Chester 6,000,000 14%
1507 Macley Court
Kelowna, BC, Canada V1Y 9L6
Officers and directors 29,000,000 69%
as a group (two persons)
*Officers and directors.
(1) Includes 7,500,000 shares owned directly, and 21,500,000
shares owned by Esther Entertainment, Inc., a private corporation
controlled by Mr. Wynn.
Esther Entertainment, Inc. is a private housing construction company
based in Denver, Colorado.
Robert Chester is not an affiliate of Miles D. Wynn or any former
officers or directors of the Company.
The Porters, who offered and sold the restricted securities of the
Company to other individuals, conducted such efforts pursuant to the exemption
from registration under the 1933 Act, which is provided by Section 4(1) of the
1933 Act, if the securities are restricted from subsequent resale, the
purchasers are able to fend for themselves in investment affairs, and all
material information about the issuer of the securities (the Company) is
provided to the purchasers before the sales transaction is effected.
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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.
HALLMARK PROPERTIES, INC.
Dated: July 7, 1998 By: s/ Miles Wynn
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MILES WYNN,
President
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