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
June 28, 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)
17659 Sun Meadow, Dallas TX 17659
(Address of principal executive offices including zip code)
(972) 248 4873
(Registrant's telephone number including area code)
460 Ogden Street, Denver CO 80218
(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant:
On May 16, 2000, Registrant, CNH Holdings Company (the "Company"), filed a Form
8-KSB reporting the rescission of the acquisition of SEDI, NORM and Bolton
Energy and the recission of the formation of the TCA Transaction and the
formation of Telenergy as a result of the settlement of various law suits which
had been filed between various interested parties. The Federal District Court
entered a formal order on June 28, 2000. This order follows:
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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CNH HOLDINGS COMPANY, INC. and
TEXAS CAPITAL ADVISORS, INC.,
Plaintiffs,
v. CASE NO.: H-00-1218
MARK S. PIERCE and
CHARLES STIDHAM,
Defendants.
FINAL JUDGMENT
This action came before the Court, Honorable David Hittner, presiding, on April
19, 2000, and the issues having been duly considered, and the parties, under
oath, agreeing to the terms of this Final Judgment, this Court renders judgment
as follows:
IT IS ORDERED AND ADJUDGED that the certain "Agreement of Purchase" dated June
15, 1998 (the "SEDI Contract") by and between CNH Holdings, Inc. ("CNHH"),
Southport Environmental and Development, Inc. ("SEDI") and the shareholders of
SEDI (Larry V. Tate ("Tate") and Gerald W. Pybas ("Pybas"), and any agreements
or transactions stated therein or contemplated thereby, including, but not
limited to, all actions, agreements, understandings and other matters between
SEDI, Tate and Pybas (collectively the "Tate Group") and CNHH and/or Mark S.
Pierce and Charles Stidham (the "Pierce Group") and the Tate Group
(collectively, the "SEDI Contract Transactions") be, and the same are, hereby
rescinded nuc pro tunc, to June 14, 1998, as if the SEDI Contract had never been
executed and the SEDI Contract Transactions had never occurred.
IT IS FURTHER ORDERED AND ADJUDGED that all actions, agreements, transactions
and other matters undertaken by the Tate Group, their designees,
representatives, appointees or any person(s) acting for or on behalf of the Tate
Group for or on behalf of CNHH subsequent to June 15, 1998 be and the same are
hereby rescinded nuc pro tunc to June 14, 1998; provided, however, that no
independent third party, acting in good faith with CNHH, shall be adversely
affected by such rescission.
IT IS FURTHER ORDERED AND ADJUDGED that CNHH shall forthwith transfer to the
Tate Group all ownership interest in and to, without representation or warranty
of any kind whatsoever, any and all shares or other interests of SEDI which may
be in the legal name of CNHH; provided, however, that this Judgment makes no
decision or acknowledgments as to whether or not CNHH ever beneficially owned
any of the issued or outstanding shares of common stock of SEDI.
IT IS FURTHER ORDERED AND ADJUDGED that all actions, agreements, transactions,
and other matters by and between Messrs. Scott Paulsen ("Paulsen") and Robert A.
Baker ("Baker") and Texas Capital Advisors, Inc. ("TCA") (collectively the
"Paulsen Group"), their designees, representatives, appointees, or other persons
acting for or on behalf of the Paulsen Group and CNHH be and the same are hereby
rescinded nuc pro tunc to June 14, 1998.
IT IS FURTHER ORDERED AND ADJUDGED that all actions, agreements and transactions
and other matters undertaken by the Paulsen Group, their designees,
representatives, appointees or any other person(s) acting for or on behalf of
the Paulsen Group for or on behalf of CNHH be and the same are hereby rescinded
nuc pro tunc to June 14, 1998; provided, however, that no independent third
party acting in good faith shall be adversely affected by such rescission.
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IT IS FURTHER ORDERED AND ADJUDGED that CNHH promptly transfer to the Paulsen
Group all ownership interest in and to, without representation or warranty of
any kind whatsoever, any and all shares or other interests of Bolton Energy and
Telenergy Corp. which may be in the legal name of CNHH; provided, however, that
nothing in this Judgment shall indicate or be deemed to be a recognition that
CNHH ever had beneficial ownership of any of the outstanding shares Bolton
Energy or Telenergy, Inc.
IT IS FURTHER ORDERED AND ADJUDGED that SEDI shall promptly deliver to CNHH all
ownership interest in and to any and all shares or other interests of CNHH which
may be legally or beneficially owned by SEDI.
IT IS FURTHER ORDERED AND ADJUDGED that the Bolton Group deliver to CNHH any and
all shares or other interests of CNHH received by the Bolton Group as a result
of any transfer of Bolton Group shares to CNHH.
IT IS FURTHER ORDERED AND ADJUDGED that the following named individuals
immediately surrender to CNHH all ownership interest in and to the numbered
share certificates in the amounts referred to below:
Name Certificate No. Shares
---- --------------- ------
Robert A. Baker 276578 162,300
McFarland Investments, Inc. 232274 28,000
Terry Lynn McFarland 224542 12,500
Texas Capital Advisors, Inc. 275574 4,000,000
Texas Capital Trading I, Inc. 244885 98,702
IT IS FURTHER ORDERED AND ADJUDGED that upon surrender of the shares referred to
above, the persons named above shall have no further claim or interest in such
shares.
IT IS FURTHER ORDERED AND ADJUDGED that of the 2,020,000 shares of CNHH common
stock owned of record by Gerald Pybas and Larry Tate (Certificate No.223669 for
1,010,000 shares by Gerald Pybas and Certificate No. 223668 for 1,010,000 in the
name of Larry V. Tate) be forthwith delivered to CNHH, that CNHH reissue 1 share
each for 700,000 shares in the names of Gerald W. Pybas and Larry V. Tate
respectively and deliver such shares to Regions Bank in Kilgore, Texas as
replacement for 2,020,000 shares which are being held as collateral by the
Regions Bank. The remaining 620,000 shares delivered to CNHH by Pybas and Tate
shall be immediately surrendered to the treasury of CNHH and neither Pybas nor
Tate shall have any claim or further interest therein.
IT IS FURTHER ORDERED AND ADJUDGED that all claims by, between, and among the
Partners which have been, or could have been brought herein are dismissed with
Prejudice to the re-filing of same. The dismissed claims including, but are not
limited to, those by, between and among CNHH, SEDI, Tate, Pybas, Paulsen, Baker,
TCA, Pierce and Stidham.
IT IS FURTHER ORDERED AND ADJUDGED that all relief not granted herein is denied.
SIGNED this 28th day of June, 2000.
/s/ David Hitner
----------------
United States District Judge
In summary, the foregoing order confirms the report of the Company on May 16,
2000, and the previous filings of the Company during the present year and prior
to the aforesaid date.
Item 2. Acquisition or Disposition of Assets: See Item 1, above.
Item 3. Bankruptcy or Receivership: Not Applicable.
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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/ Paul M. Lionti
----------------------
Paul M. Lionti, Chief Executive Officer
Date: June 28, 2000
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