SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.D. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: September 1, 2000
TV COMMUNICATIONS NETWORK, INC.
(a Colorado Corporation)
Commission File Number: 0-18612
I.R.S. Employer Identification Number 84-1062555
10020 E. Girard Avenue, #300
Denver, Colorado 80231
Telephone: (303) 751-2900
Item 5. Other Information.
On August 25, 2000, TV Communications Network, Inc. ("TVCN") announced that
the Board of Directors has adopted a plan to ask its shareholders to approve
the spin off of its wholly owned subsidiary, Reema International Corporation
("Reema") and to approve an initial public offering of Reema to be planned
for the future.
The plan calls for the Board of Directors to declare a stock dividend
distributing all of TVCN's shares in Reema. The shares will be
delivered to qualified TVCN shareholders. The plan defines "qualified"
shareholders as those who are bona fide holders of record as of the
record date and who opted out of participating in the distribution of
the settlement proceeds of that certain shareholder litigation entitled
Frederick v. TV Communications Network, Inc., 94-WM-837 (D.Colo.).
Holders participating in the distribution of the shareholder litigation
settlement proceeds were required by court order to surrender to TVCN their
share certificates.
The ratio of Reema shares to be distributed per TVCN shares will be one
for one. No qualified TVCN shareholder will be asked or required to surrender
his or her TVCN shares in order to participate in the stock dividend. Reema
is wholly owned by TVCN, which holds 1,000 Common shares. No record date
has been selected and no date has been set for the distribution of the
Reema shares to the qualified TVCN shareholders.
The number of shares of Reema common stock that each holder of shares
of TVCN stock will receive will be based on the actual number of shares
of TVCN stock held of record by qualified holders on the record date. Based
on approximately 68.5 million shares of TVCN common stock currently
outstanding there would be 68.5 million shares of Reema common stock
distributed.
If more or less shares of TVCN common stock become outstanding by the record
date, the number of shares of Reema common stock that will be distributed
will be modified accordingly. Further, the rights and priviliges of any
options granted by TVCN as of the record date will be granted by Reema under
the same terms and conditions.
The Board of Directors believes that the spin-off plan follows through
on its commitment to maximize shareholder value, as communicated in
recent years. Management believes that the establishment of two fully
independent companies will maximize Reema's focus and ability to
achieve its goals of developing natural gas projects, including the Trinidad,
Latin America Gas to Liquids project currently in the planning stage. TVCN
would remain focused upon the wireless cable television industry.
None of Reema's Common shares are registered with the Securities and Exchange
Commission or with any securities exchange. There is no current market for
Reema's securities and none would develop until a registration statement were
filed with the Securities and Exchange Commission and also approved for
listing by a securities exchange.
Management anticipates that in the future Reema will register its securities
to be distributed and conduct an initial public offering of its shares at or
near to the time that the spin-off occurs. There is no current estimate as to
when this will occur. There is no guarantee that such a public offering will
be successful and Management can not estimate the per share value for Reema
common stock at any future date.
This document is intended for informational purposes only. It contains
"forward looking" statements as defined by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. They reflect management's beliefs and estimates of
future economic circumstances and industry conditions. Actual results may
differ materially from those projected. Investing in low-priced stock such
as that of TVCN is very risky and is not suitable for everyone. The Company's
performance, business plans, projections and financial results are not
guarantees of future performance or that any of the projections or
expectations could or will ever be met.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf b h
undersigned hereunto duly authorized.
TV COMMUNICATIONS NETWORK, INC.
Date: September 1, 2000.
By: /s/Omar A. Duwaik
Omar A. Duwaik
PRESIDENT/CEO
By: /s/Kenneth D. Roznoy
Kenneth D. Roznoy
VICE PRESIDENT/SECRETARY
