U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934
DATE OF REPORT ( DATE OF EARLIEST EVENT REPORTED) 27TH JULY 1996
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THE CONTINENTAL ORINOCO COMPANY, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 33-9710 84-1037886
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(State or Other Jurisdiction of (Commision (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
SUITE 16B, 360 WEST 22ND STREET NEW YORK, N.Y.10011
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(Address of Principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 242-7039
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555 13TH. STREET, N.W. SUITE 600E, WASHINGTON, D.C. 20004
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(Former name or former address if changed since last report)
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ITEM 5. OTHER INFORMATION.
Mr. Adrian Nash, who was President, Chief Executive Officer and a Director
of the Company, as well as the primary beneficiary of The Bookham Trust ( a
principal shareholder of the Company) and President and Chief Executive Officer
of Delta Minerals Corporation Limited ("Delta") ( in which the Company maintains
a 28.57% equity interest based on the most recent information provided to the
Company) was replaced as an officer of the Company by the Board of Directors.
Mr. Nash remains as a Director of the Company. The Board of Directors have
elected Mr. Christopher d'Arnaud-Taylor to serve as President and Chief
Executive Officer on an interim basis and Mr. Brendan Metcalfe as its Executive
Vice President and Chief Operating Officer.
The Company had anticipated that it would acquire a majority equity
interest in Delta which would become the primary focus of its operations.
Negotiations for this purpose could not be consummated and as a result the
Company has undertaken negotiations with The Bookham Trust, and Mr. Nash, in
order to effectuate an orderly severance of the relationship between the two
companies in which the Company would be compensated for the sale of its equity
interest in Delta and recover other costs incurred by the Company. In addition,
while the Trustees of The Bookham Trust have acknowledged the Company's equity
interest in Delta, the Company has not yet received notification from The
Bermuda Monetary Authority of its registration of the equity interest acquired
by the Company in Delta pursuant to its January 1996 Agreement with The Bookham
Trust. Moreover, the Company believes that its minority interest in Delta
presents Mr. Nash, The Bookham Trust and their affiliates with material
conflicts of interest in relation to the Company and Delta. These disagreements
and conflicts, along with a recent thorough review by Management of the
immediate capital funding requirements and short term profit potential of Delta,
have resulted in a determination by the Company that, in the absence of an
orderly severance of the relationship being negotiated as outlined above, the
Company shall adopt a formal plan to realize shareholder value from its equity
interest in Delta through either an alliance with interested third parties or
its sale most probably to another minerals corporation with interests in Latin
America. There can be no assurance that a resolution will be forthcoming in the
immediate future.
To complement this strategy and as a necessary first step towards
rebuilding shareholder value, the Company is presently evaluating specific
merger and acquisition opportunities primarily in the healthcare and
environmental services industries and anticipates completing at least one such
transaction during calender 1996, although there can be no assurance that any
such merger or acquisition can or will be consummated.
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SIGNATURE
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 hereunto duly authorized.
THE CONTINENTAL ORINOCO COMPANY, INC.
BY: /s/ CHRISTOPHER D'ARNAUD-TAYLOR
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Christopher d'Arnaud-Taylor, President
And Chief Executive Officer
October 22, 1996
