<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
APRIL 5, 1996
-----------------------------------------------
Date of Report (Date of Earliest Event Reported)
MONUMENT RESOURCES, INC.
----------------------------------------------------
Exact Name of Registrant as Specified in its Charter
COLORADO 33-15528-D 84-1028449
- --------------------------- --------------- -----------------
State or Other Jurisdiction Commission File IRS Employer Iden-
Of Incorporation Number tification Number
11 WILCOX STREET, P.O. BOX 1450
CASTLE ROCK, COLORADO 80104
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(303) 688-3993
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
N/A
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
<PAGE>
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
In the initial filing of this Current Report on Form 8-K dated April 5,
1996, Monument Resources, Inc. (the "Company") reported that it had acquired
all of the outstanding stock of Crescent Oil & Gas Corporation ("Crescent")
from Powerhouse Resources, Inc. ("Powerhouse") in exchange for 1,000 shares of
the Company's Series A Convertible Preferred Stock (the "Preferred Stock").
The shares of Preferred Stock would have been convertible into a total of up
to 4,600,000 shares of the Company's Common Stock upon the occurrence of
certain events. The actual number would have ranged from 3,000,000 shares to
4,600,000 shares depending upon whether Powerhouse fulfills certain financial
commitments and whether the Company decided to accept or reject an offshore
oil and gas storage depot site in China. If all such shares of Common Stock
were to be issued upon conversion, those shares would have represented
approximately 50.1% of the Company's Common Stock then outstanding.
The stock issuances were to be made pursuant to an Agreement and Plan of
Reorganization ("Agreement") among the Company, Crescent and Powerhouse, the
sole shareholder of Crescent. The terms of the Agreement were the result of
negotiations between the managements of the Company and Powerhouse. The Board
of Directors did not obtain any independent "fairness" opinion or other
evaluation regarding the terms of the Agreement due to the cost of obtaining
such options or evaluations.
Under the terms of the Agreement, the Company had agreed to file a
registration statement under the Securities Act of 1933, as amended, covering
the shares of Common Stock issuable upon the conversion of the Preferred Stock
to enable Powerhouse to sell such shares of Common Stock or make a pro rata
distribution of such Common Stock to the shareholders of Powerhouse, which is
a publicly held company.
Pursuant to the terms of the Agreement, effective on April 5, 1996, the
Company's Board of Directors was expanded to six (6) persons, and the
following persons became Directors of the Company:
A.G. Foust (1)
Stewart A. Jackson (1)
John J. Womack (1)
Dennis C. Dowd(2)
Hunter G. Swanson (2)
(1) Continuing Director of the Company.
(2) Designees of Powerhouse.
The sixth director was to have been selected by the five persons on the Board
at a later date.
On August 5, 1996 the Company, Powerhouse and Crescent entered into a
supplement to the Agreement which substantially modified the original plan of
the Company acquiring Crescent. Effective as of April 1, 1996, the Company
will now acquire only the assets of Crescent known as (a) the Galvin Ranch
property, Webb County, Texas; (b) the Levenworth, Kansas gas system pipeline,
wells, buildings and equipment; and (c) the East Voss property in Knox County,
Texas. The Company did not acquire the oil depot in China. In exchange for
the acquired properties the Company will issue 3,000,000 shares of its Common
Stock subject to the execution of documents necessary to assign the properties
and clear liens and encumbrances against the properties. In addition, all of
the 1,000 shares of the Company's convertible preferred stock originally
issued to Powerhouse will be cancelled. In addition to the issuance of
3,000,000 shares, the Company will pay
-2-
<PAGE>
Powerhouse the sum of $225,000 in cash. The 3,000,000 shares of Common Stock
issued to Powerhouse represents approximately 39.5% of the shares now
outstanding.
On July 31, 1996 Mr. Hunter G. Swanson, a member of the Board of
Directors resigned.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, effective April 1, 1996, the
Company has acquired certain properties of Crescent. Such properties include:
(1) the Galvin Ranch property in Webb County, Texas; (2) the Leavenworth,
Kansas gas pipeline and related properties; and (3) the East Voss property
located in Knox County, Texas.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Item 310(c) of Regulation S-B are not yet available and
will be filed by amendment at the earliest practicable date.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information
required by Item 310(d) of Regulation S-B is not yet available, and will be
filed by amendment at the earliest practicable date.
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Reorganization among Monument Resources, Inc.,
Crescent Oil & Gas Corporation, and Powerhouse Resources, Inc., and
Addendum thereto*
2.1 Supplement to Agreement dated August 5, 1996
3 Articles of Amendment to Articles of Incorporation (Series A
Convertible Preferred Stock)*
___________
* Previously filed.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 15, 1996 MONUMENT RESOURCES, INC.
By: /s/ A.G. Foust
A. G. Foust, President
-4-
<PAGE>
SUPPLEMENT TO AGREEMENT
THIS SUPPLEMENT TO AGREEMENT is made and entered into this 5th day of
August, 1996 by and among Monument Resources, Inc. ("Monument"), a Colorado
corporation, Crescent Oil & Gas Corporation ("Crescent"), a Delaware
corporation, and Powerhouse Resources, Inc. ("Powerhouse"), a Colorado
corporation.
WHEREAS, an Agreement and Plan of Reorganization dated February 23,
1996, and its Addendum dated March 22, 1996, has heretofore been executed by
the parties; and
WHEREAS, the parties wish to make certain fundamental changes in the
terms and conditions set forth therein;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein set forth and the mutual benefits of the parties to be
derived herefrom, it is hereby agreed as follows:
1. Article 3 entitled "Plan of Reorganization" is hereby deleted, with
the sole exception of the right of first refusal and absolute right to
purchase referred to therein, in Section 4 of the March 22, 1996, addendum and
in lieu thereof the parties agree that Monument will acquire by purchase the
three following assets of Crescent known as: (a) the Galvin Ranch property,
Webb County, Texas; (b) the Kansas (Levenworth) gas system pipeline, shells,
buildings and equipment; and (c) the East Voss Oil property in Knox County,
Texas. Monument will not acquire the Suimork Oil Depot in China.
2. Monument will pay to Powerhouse in consideration for such
properties set forth immediately above the amount of 3,000,000 shares of its
common stock, which will be issued upon execution of the documents necessary
to assign the properties set forth above free and clear of liens and
encumbrances except those of record, and the return of the 1,000 shares of
Monument's convertible preferred stock.
3. In addition, the 1,000,000 shares of Monument now held in escrow
payable under certain circumstances to Powerhouse will be canceled and
returned to Monument in consideration for the following: (a) $25,000 cash to
be paid to Powerhouse upon execution hereof; (b) $100,000 shall be paid by
Monument to Powerhouse and escrowed and will be disbursed to Powerhouse when
Powerhouse produces a general release and waiver from Alan Arnold with respect
to his employment agreement, office rental expenses and other items of a
similar nature. The general waiver will also include the requirement that all
books, records and property files of Crescent be returned to the Denver office
as part of the overall settlement and general release and waiver; (c) an
additional $100,000 shall be paid by Monument to Powerhouse and escrowed and
disbursed against the expenses set forth on Exhibit 1 of the Escrow Agreement.
These expenses are accounts payable of Crescent which been mutually agreed to
be paid out of the $100,000 payment set forth in this subparagraph; and (d)
any funds in excess of the amounts required to be paid for payment or
settlement of those matters set forth in this paragraph shall be the sole
property of Powerhouse and disbursed to it upon settlement or payment of the
required amounts in each sub-paragraph, but in no event later than October 1,
1996.
4. Powerhouse shall have a one-time right to demand registration of
the Monument shares described in paragraph 2 subject to the following
conditions:
i) such demand shall be effective only at such times as Monument's
financial statements are sufficiently current for inclusion in registration
statements which may be filed on Forms S-1, S-3 or SB-2, it being the intent
of the parties that any incremental accounting costs incurred either be
minimal or paid by Powerhouse;
ii) such demand shall not be made nor be effective if at such time
Monument has underway any material bonafide capital raising, merger or similar
transaction which would be adversely affected by such demand;
iii) costs including legal fees, printing and miscellaneous expenses
(estimated not to exceed $50,000) shall be shared equally regardless of the
actual amount, as between Powerhouse and Monument; and
iv) such demand registration right shall expire on April 1, 1999.
5. Monument agrees that it will use its best efforts and expertise to
assist Powerhouse in the management of its remaining oil and gas properties
which will continue to be owned by Crescent.
6. The Board of Directors of Powerhouse will agree that it will
instruct its proper officers to vote any and all shares of Monument held by it
at the direction of the management of Monument for a period of two years from
the date hereof, at any properly convened meeting for the purpose of electing
a slate of directors nominated by Monument management.
7. Powerhouse acknowledges and Monument agrees that Powerhouse shall
have the right to appoint one member to Monument's Board of Directors until
such time as Powerhouse owns fewer than 500,000 Monument shares.
8. The effective date of the transaction is deemed to be April 1, 1996.
9. To the extent any provisions of the Agreement and Plan of
Reorganization or its Addendum dated March 22, 1996, are inconsistent with the
terms of this Supplement, the provisions of this Supplement will apply.
All other provisions of the foregoing Agreement and Plan of
Reorganization shall continue to be effective except to the extent modified
herein which shall control in such instance.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
Agreement to be executed by their respective officers, hereunto duly
authorized.
("Monument")
MONUMENT RESOURCES, INC.
By /s/ Anton G. Foust
Anton G. Foust, President
("Crescent")
CRESCENT OIL & GAS CORPORATION
By /s/ Dennis C. Dowd
Dennis C. Dowd, Vice President
and Director
("Powerhouse")
POWERHOUSE RESOURCES, INC.
By /s/ Dennis C. Dowd
Dennis C. Dowd, President
-2-
<PAGE>
EXHIBIT 1
Monument, Crescent, Powerhouse Agreement
dated August 5, 1996
Accounts Payable as of August 1,1996
CRESCENT OIL & GAS CORP. PAYABLES AMOUNT
Midwest Surveys $ 1,625.58
Swanter and Gordon $ 7,245.00
Garcia's Roustabout $ 579.20
Eldeman Backhoe $ 455.00
Murray, Tillotson and Nelson $ 362.06
Pumpers Supply and Equipment $ 452.26
Tidewater Compression $11,815.54
Diehl, Banwart & Bolden $ 590.00
Jeff Ogden $ 3,712.51
Conner, Cantey and Clover $12,963.82
Ehrhardt, Keefe, Steiner & Hottman $ 8,995.73
----------
Total $48,796.70
Oil and Gas Royalty Interests Payable $ 4.410.96
Monument Payments on behalf of Crescent
- - to be reimbursed to Monument:
Wayne Melton $ 1,250.00
Shaw, Spangler & Roth $27,022.71
CT Corporation $ 155.00
----------
Total $28,427.71
Total Payables at April 1, 1996 $81,635.37
