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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2000
WHITNEY AMERICAN CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
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0-22907 54-1956957
(Commission File Number) (I.R.S. Employer Identification Number)
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8150 Leesburg Pike, Suite 1200, Vienna, Virginia 22182
(703) 893-0582
(Registrant's telephone number, including area code)
(703) 893-5636
(Registrant's facsimile number, including area code)
Item 5. Other Events
On May 15, 2000, Whitney American Corporation ("Whitney") presented a proposed
merger purchase agreement to Kiber Environmental Services, Inc. ("Kiber"). This
agreement contemplates a tax-free merger of Kiber with and into Whitney's
subsidiary, Kemron Environmental Services, Inc. ("Kemron"), in a reorganization.
The proposed merger purchase agreement calls for Kiber's Stockholders to receive
both 181,207 shares of capital stock in Whitney and $450,000 cash in exchange
for all of the capital stock of Kiber. The cash is to be paid in the form of
$300,000 cash, payable at the closing date, and a $150,000 note payable under a
twelve month promissory note.
Kiber is an environmental services company based in Atlanta, Georgia. The
company is considered a strong compliment to Kemron's current business, as Kiber
performs similar consulting services but to a unique client base. Kemron can
market its other services to many of these existing clients and cultivate
additional business. The consulting operation of Kiber is planned to be
integrated into the current consulting operation of Kemron's Atlanta office. In
addition, Kiber has a laboratory operation, nationally recognized for conducting
treatability studies. This treatability lab will be a separate business segment
of Kemron. It is the belief of both Kemron's and Kiber's management that this
merger will create some rewarding opportunities to expand the overall services
with much of the core clients of each company.
Kiber has average annual revenues of approximately $1.8M and net income of
$100,000. Due to the relatively small size of Kiber's operation and the limited
lending requirements, a financial audit has not been required for the past three
years. All financial information of Kiber that has been provided thusfar is
unaudited. A financial audit is currently in process for the year ended
December 31, 1999 and is a required process in order to commence the merger
purchase agreement
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CHANGE OF MANAGEMENT
Kiber is owned by two individual shareholders who are also considered critical
to the company's viability. The shareholders of Kiber will become employees of
Kemron and will continue in their capacities of business development and
operational management.
Issuance of Shares
Prior to the consummation of this agreement, Whitney has an aggregate of
4,217,020 common shares issued and outstanding. After consummating the
agreement, Whitney shares issued and outstanding will equal 4,398,227.
Dated: May 23, 2000
Whitney American Corporation
By /s/ Juan J. Gutierrez
Chairman of the Board and Chief Executive Officer
