UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 7, 2000
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CNH HOLDINGS COMPANY
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(Exact name of registrant as specified in its charter)
Nevada 0-17304 11-2867201
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7457 Harwin Drive, Suite 304, Houston, Texas 77036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 780-3178
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
A Form 8-K filed with the Securities and Exchange Commission ("SEC") on March
28, 2000 by Mr. Mark S. Pierce is inaccurate and has no merit. The purpose of
this Form 8-K/A is to amend such Form 8-K to accurately set forth the facts
relating to the matters contained herein.
On March 28, 2000, Mr. Pierce filed with the SEC a Form 8-K alleging, among
other items, that: 1) the holders of the Company's "Series A: 10% Dividend
Bearing Preferred Stock" had converted their preferred shares into common
shares, 2) such conversion was effected at the ratio of 1,000 common shares for
each preferred share, which was, in Mr. Pierce's words "as provided in the
resolutions which established the series", a copy of which Mr. Pierce attached
to the Form 8-K, 3) such conversion was "triggered" by the Company's sale of
Southport Environmental and Development, Inc. ("SEDI"), 4) prior to conversion
each preferred share was entitled to vote as a class with the common stock of
the Company, 5) the holders of the preferred shares appointed Mark S. Pierce and
Charles Stidham as the sole directors of the Company, and 6) Mr. Pierce had been
appointed as Chief Executive Officer, President, Chief Financial and Accounting
Officer, Treasurer and Secretary of the Company.
Mr. Pierce's claims are without any legitimate basis or merit. The resolutions
establishing the preferred stock to which Mr. Pierce alludes specifically
provides the following: (b) Conversion - the series shall not be convertible
into any other securities of the Company;...(f) Voting Rights - the series shall
have no voting rights other than those provided by Nevada law." Accordingly, the
Company believes Mr. Pierce has no basis to claim ownership of 12,000,000 shares
of Common Stock of the Company, and neither Mr. Pierce nor Mr. Charles Stidham
are officers or directors of the Company. The current officers of the Company
are: Robert A. Baker, Chief Executive Officer and President; Helen Wallace,
Chief Financial and Accounting Officer and Treasurer; Directors: Larry V. Tate,
Gerald W. Pybas, H. Paul Estey, E. Robert Barbee, and Terry L. McFarland.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CNH HOLDINGS COMPANY
(Registrant)
Date: April 7, 2000 By: /s/ Robert A. Baker
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(Signature)
Robert A. Baker
President
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