SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 KSB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 22, 2000
(Date of Report)
CNH Holdings Company
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
0 17304 11 2867201
(Commission File Number) (IRS Employer Identification Number)
460 Ogden Street, Denver CO 80218
(Address of principal executive offices including zip code)
(303) 282 0083
(Registrant's telephone number including area code)
PO Box 832, Kilgore, Texas 75663
(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
On June 15, 1998, CNH Holdings Company, a Nevada corporation (Company), entered
into a reorganization agreement (Reorganization Agreement) with Southport
Environmental and Development, Inc., a Nevada corporation (SEDI), and the
shareholders of SEDI. The Reorganization Agreement resulted in the Company
acquiring all of the outstanding proprietary interest of SEDI in a share for
share exchange. This resulted in SEDI becoming a wholly owned subsidiary of the
Company and the shareholders of SEDI acquiring control of the Company through
their share ownership.
The Company, under the terms and provisions of the Reorganization Agreement,
issued 6,000,000 common and 200,000 preferred shares to the shareholders of
SEDI, including Messrs. Larry V. Tate and Gerald W. Pybas, in exchange for SEDI.
Messrs. Tate and Pybas, collectively, received all of the common shares and
186,000 of the preferred shares. The preferred stock issued is titled Class A:
10% Dividend Bearing, Convertible, Redeemable Preferred Stock. Additional
directors and executive officers of the Company were concurrently appointed and
the directors and executive officers serving before the date of the
Reorganization Agreement resigned. Mr. Mark S. Pierce remained as Secretary.
On January 13, 2000, the Company sold SEDI back to Messrs. Tate and Pybas. These
purchasers, in exchange for all of the outstanding stock of SEDI, returned
3,000,0000 common and 186,000 preferred shares to treasury. Messrs. Tate and
Pybas then resigned their positions with the Company.
The transfer of SEDI to Messrs. Tate and Pybas triggered the voting and
conversion provisions applicable to the remaining shares of preferred stock
outstanding. The holders of 12,000 of these shares, on March 22, 2000, acted by
consent, as allowed under Nevada law, and appointed a new board of directors and
executive officers to govern the Company. Subsequently, the holders of 12,000 of
the remaining 14,000 preferred shares outstanding elected to convert their
shares into common stock of the Company. Each preferred share was converted into
1,000 common shares, as provided in the resolutions which established the
series; thus, 12,000,000 common shares of the Company were issued. Prior to
conversion, and as a result of the SEDI sale, each share of preferred stock was
entitled to vote as if conversion had already occurred and as a class with the
common stock of the Company.
The foregoing shareholders, effective March 22, 2000, appointed Messrs. Charles
Stidham and Mark S. Pierce as the sole directors of the Company, and also
appointed Mr. Pierce as the Chief Executive Officer, President, Chief Financial
and Accounting Officer, Treasurer and Secretary. There are presently no other
directors or officers of the Company.
In conjunction with the foregoing, the Company relocated its office to 460 Ogden
Street, Denver, Colorado 80202. The telephone number at this address is (303)
282-0083.
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Item 2. Acquisition or Disposition of Assets: Not Applicable.
Item 3. Bankruptcy or Receivership: Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant: Not Applicable.
Item 5. Other Events: None.
Item 6. Resignation of Registrant's Directors: Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits: Not
Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CNH HOLDINGS COMPANY
(Registrant)
By: /s/ Mark S. Pierce
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Mark S. Pierce, Chief Executive Officer
Date: March 23, 2000
