<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 30, 1995
Black Warrior Wireline Corp.
---------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-18754 11-2904094
------------------ --------- ------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
3748 Highway 45 North
Columbus, Mississippi 39701
---------------------------- ------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (601) 329-1047
Including Area Code:
<PAGE>
Item 1. Changes in Control of Registrant
Pursuant to a Reorganization Agreement, dated as of November 30, 1995,
certain debtholders of Black Warrior Wireline Corp. (the "Company") agreed to
exchange outstanding debt of the Company for shares of the Common Stock, par
value $.0005 per share (the "Common Stock"), of the Company. In connection with
the reorganization, the Company effected a 1-for-200 reverse stock split,
effective as of October 30, 1995. The numbers of shares of stock exchanged or to
be exchanged for debt pursuant to the Reorganization Agreement reflect this
reverse stock split. As a result of the issuance of a total of 1,298,565 shares
of Common Stock of the Company under the Reorganization Agreement, the control
of the Company will be placed in the hands of different shareholders. Pursuant
to the Reorganization Agreement, the principal debtholders have exchanged or
will exchange debt for shares of Common Stock as follows:
<TABLE>
<CAPTION>
Name of Debtholder Principal Amount of Total Number of
Debt Shares to be Issued
- ------------------ ------------------- -------------------
<S> <C> <C>
Mansfield Soderberg $262,500 131,250
& Co., Ltd.
Pangaea Investment $262,500 131,250
Consultants, Ltd.
International Trust $262,500 131,250
Company of Bermuda,
Ltd.
Morgan Devin Everett $262,500 131,250
& Co., Ltd.
Henry Hoffman $450,000 225,000
W. Stewart Cahn $250,000 125,000
Lorin Silverman $100,000 50,000
William L. Jenkins $400,000 200,000
Danny Ray Thornton $127,342 63,671
Reese James $127,342 63,671
Allen and Lanelle $42,447 21,223
Neel
</TABLE>
As of March 31, 1995, there were two principal stockholders of the
Company, MTC Investments, Inc., which owned, directly or indirectly, 24.38%, and
William L. Jenkins, the Company's President, who owned 11.65%, of the 14,169,258
then-outstanding shares of Common Stock of the Company. As of December 1, 1995,
316,901 shares of a total 1,298,565 shares to be issued in the
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<PAGE>
reorganization have been issued, resulting in the ownership of the Company,
directly or indirectly, as follows (based on 387,747 shares of the Company's
Common Stock outstanding as of December 1, 1995):
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name of Stockholder Owned Outstanding Shares
- ------------------- ---------------- ------------------
<S> <C> <C>
Mansfield Soderberg 56,112 14.47%
& Co., Ltd.
International Trust 56,112 14.47%
Company of Bermuda,
Ltd.
Morgan Devin Everett 56,112 14.47%
& Co., Ltd.
Danny Ray Thornton 63,671 16.42%
Reese James 63,671 16.42%
Allen and Lanelle 21,223 5.47%
Neel
MTC Investments, 17,273 4.45%
Inc.
William L. Jenkins 8,252 2.13%
</TABLE>
When all 1,298,565 shares of Common Stock to be issued in connection
with the reorganization have been issued, which is expected to have occurred by
January 31, 1996, the principal stockholders of the Company will be as follows
(based on a total of 1,409,411 outstanding shares of the Company's Common
Stock):
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name of Stockholder Owned Outstanding Shares
- ------------------- ---------------- ------------------
<S> <C> <C>
Mansfield Soderberg 131,250 9.31%
& Co., Ltd.
Pangaea Investment 131,250 9.31%
Consultants, Ltd.
International Trust 131,250 9.31%
Company of Bermuda,
Ltd.
Morgan Devin Everett 131,250 9.31%
& Co., Ltd.
William L. Jenkins 208,252 14.78%
Danny Ray Thornton 63,671 4.52%
Reese James 63,671 4.52%
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<PAGE>
Allen and Lanelle 21,223 1.51%
Neel
Robert Lisnoff 40,000 2.84%
Henry Hoffman 225,000 15.96%
W. Stewart Cahn 125,000 8.87%
Lorin Silverman 50,000 3.55%
B. and E. Deeds 25,000 1.77%
MTC Investments, 17,273 1.23%
Inc.
</TABLE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
(2) Reorganization Agreement, dated November 30, 1995,
by and among Black Warrior Wireline Corp. and
Pangaea Investment Consultants, Ltd.,
International Trust Company of Bermuda, Ltd.,
Morgan Devin Everett & Co., Ltd., Mansfield
Soderberg & Co. Ltd., William L. Jenkins, Reese
James, Allen and Lanelle Neel, Danny Ray Thornton,
Henry Hoffman, W. Stewart Cahn, Lorin Silverman,
B. Deeds, and E. Deeds.
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<PAGE>
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.
Date: December 14, 1995.
Black Warrior Wireline Corp.
By /s/ WILLIAM L. JENKINS
------------------------------
William L. Jenkins
President
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<PAGE>
EXHIBIT (2)
STATE OF MISSISSIPPI
COUNTY OF LOWNDES
REORGANIZATION AGREEMENT
The parties to this agreement are:
The "Company", meaning the BLACK WARRIOR WIRELINE CORP., a Delaware
corporation.
The "Debt Holders", meaning the Pangaea Investment Consultants, Ltd.,
International Trust Company of Bermuda, Ltd., Morgan Devin Everett & Co., Ltd.
and Mansfield Soderberg & Co., Ltd., c/o Mansfield Soderberg & Co., Ltd., Suite
213, 48-Par-la- ville Road, Hamilton HM-11, Bermuda (herein the "Bermuda
Group"), William L. Jenkins (herein the "Company President"), Reese James, Allen
and Lanelle Neel and Danny Ray Thornton (herein sometimes the "Employee Group"),
Henry Hoffman (herein "Hoffman"), W. Stewart Cahn (herein "Cahn"), Lorin
Silverman (herein "Silverman"), together with B. and E. Deeds.
1. Background.
1.1 The Company has the following debt, other than trade debt
incurred in the ordinary course of business, bank debt and equipment debt held
by lending institutions not related to the Company: $800,000 in debentures
bearing interest at the rate of 14% (held $450,000 by Mr. Hoffman, $250,000 by
Mr. Cahn and $100,000 by Mr. Silverman); $1,050,000 in debentures bearing
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<PAGE>
interest at the rate of 13%, held by the Bermuda Group; $50,000 in debentures
bearing interest at the rate of 13%, held by B. and E. Deeds; $125,000 in
debentures bearing interest at the rate of 14% held by certain individuals who
are not joining in this agreement; $297,132.13 in debt held by the Employee
Group; and $400,000 in debt held by the Company President.
1.2 The Company is in default on all of the debt described in
Section 1.1.
1.3 Messrs. Cahn, Hoffman and Silverman have a case pending in
the U. S. District Court, SDNY, Case No. 95 CIV. 5620 against the Company
(herein the "Lawsuit").
2. Summary of Plan. On October 30, 1995, the Board of Directors of the
Company completed a 200 to 1 reverse stock split. Subject to satisfaction of the
conditions set forth below, and subject to the terms set forth below, the Debt
Holders shall exchange the Company's debt held by the Debt Holders, together
with any security held by the Debt Holders, for shares of the Company.
3. Reverse Stock Split. On October 30, 1995, the Company completed a
200 to 1 reverse stock split. Following the split the total outstanding and
issued shares of the Company were 70,846, more or less. All further references
to shares of the Company in this agreement shall be to post-split shares, which
shares are duly authorized, validly issued, fully paid and non-assessable.
4. Exchange of Debt for Shares. Subject to satisfaction of the
conditions set forth herein, and subject to the terms set forth
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herein, the Debt Holders, other than Mr. Silverman, shall exchange all of the
Company's debt held by such Debt Holders for shares in the Company according to
the schedule set forth in this Section 4, below. Said schedule assumes that all
debt holders of the Company, other than Mr. Silverman, holders of bank debt,
amounts owed to equipment lien holders, and trade debt incurred in the ordinary
course of business will ratify this agreement, thus satisfying certain of the
conditions set forth below. The schedule of debt exchanged and shares to be
issued to each Debt Holder is as follows:
<TABLE>
<CAPTION>
Name of Amount of No. of
Debt Holder Principal Debt Shares
-------------- --------- --------
<S> <C> <C>
Mansfield Soderberg $262,500 131,250
Pangaea Investment $262,500 131,250
International Trust $262,500 131,250
Morgan D. Everett $262,500 131,250
B. and E. Deeds $ 50,000 25,000
Henry Hoffman $450,000 225,000
W. Stewart Cahn $250,000 125,000
Lorin Silverman $100,000* 50,000*
William L. Jenkins $400,000 200,000
Danny R. Thornton $127,342 63,671
Reese James $127,342 63,671
Allen and Lanelle Neel $ 42,447 21,223
</TABLE>
In addition to the shares issued in exchange for the debt described
above, present shareholders will retain 70,846 shares, being the total amount of
their holdings following reverse stock split. Further, the Company anticipates
issuing up to 500,000 shares of stock through a private offering or offerings
within the twelve (12) months following the date of the exchange.
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<PAGE>
*Note: Lorin Silverman will not agree to accept shares for his debt.
However, he has agreed to settle the debt according to the provisions of Section
9.2 hereof.
5. Exchange of Existing Warrants for New Warrants. Subject to
satisfaction of the conditions set forth below, certain of the Debt Holders
shall exchange warrants currently held by them for new warrants to be issued by
the Company ("New Warrants").
5.1 Existing Warrants to be exchanged. Mansfield Soderberg, Pangaea
Investment, International Trust, and Morgan D. Everett currently hold warrants
issued in connection with the 13% Debentures of the Company. B. and E. Deeds,
Henry Hoffman, W. Stewart Cahn and Lorin Silverman currently hold warrants
issued in connection with the 14% Debentures of the Company. All of the warrants
held by the Debt Holders listed in this Section 5.1 shall be exchanged for New
Warrants.
5.2 Classes of New Warrants. There shall be two classes of New
Warrants, as follows:
Class A Warrants, each of which shall entitle the warrant holder to
purchase additional shares in the Company at $3/share within four (4) years
after the issuance of said warrants. Class A Warrants shall not be redeemable by
the Company. Any Class A warrants not exercised prior to the expiration of 48
months following their issuance shall expire.
Class B Warrants may be exercised at any time within five (5) years
after their issuance. The exercise price for the first 36
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<PAGE>
months shall be $3/share; for the next twelve (12) months shall be $4/share and
for the next twelve (12) months shall be $5/share. Class B Warrants may be
redeemed by the Company at a price of $.50 per warrant at any time and from time
to time when the common stock of the Company is trading in excess of twenty
percent (20%) above the exercise price of the warrant then in effect. For
purposes of determining whether the Company may exercise its redemption option,
the trading price shall be calculated based on the average between bid and ask
during the ninety (90) days preceding exercise of the redemption option by the
Company. Any Class B warrants not exercised prior to the expiration of sixty
(60) months following their issuance shall expire.
5.3 Exchange of Existing Warrants for New Warrants. The schedule of New
Warrants to be issued to each Debt Holder in exchange for all existing warrants
held by such Debt Holder is set forth below:
<TABLE>
<CAPTION>
Name of No. of Class A No. of Class B
Debtholder Warrants Warrants
------------------ --------------- ---------------
<S> <C> <C>
Mansfield Soderberg 39,375 39,375
Pangaea Investment 39,375 39,375
International Trust 39,375 39,375
Morgan D. Everett 39,375 39,375
B. and E. Deeds 7,500 7,500
Henry Hoffman 67,500 67,500
W. Stewart Cahn 37,500 37,500
Lorin Silverman 15,000 15,000
</TABLE>
6. Terms of Warrants. All of the warrants issued pursuant to paragraph
5 shall contain the following provisions, with the term "BWWC" as used below
having the same meaning as the Company:
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<PAGE>
Determination of amount of Issued and Common Stock Outstanding
on a Fully Diluted Basis. For purposes of determining the
number of issued and outstanding shares of BWWC common stock
on a fully diluted basis outstanding on the date of exercise
of this warrant, the following rules shall apply:
(a) Shares of common stock issuable by way of
dividend or other distribution on any stock of BWWC shall be
deemed to have been issued and to be outstanding at the close
of business on the record date fixed for the determination of
stockholders entitled to receive such dividend or other
distribution. Shares of common stock issued otherwise than as
a dividend, shall be deemed to have been issued and to be
outstanding at the close of business on the date of issue.
(b) The number of shares of BWWC common stock at any
time outstanding shall not include any shares then owned or
held by or for the account of BWWC, but shall include the
aggregate number of shares deliverable in respect of all
outstanding options, rights and convertible and exchangeable
securities at all time while such options, rights or
securities remain outstanding and unexercised, unconverted or
unexchanged, as the case may be, and thereafter to the extent
such options, rights or securities have been exercised.
converted or exchanged.
(c) In the case of any reorganization or
reclassification of the outstanding shares of BWWC common
stock (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a
result of a subdivision or combination) or in the case of any
consolidation of BWWC with, or merger of BWWC with another
corporation after which no securities of BWWC will be publicly
held, or in the case of any sale, lease or conveyance of all,
or substantially all, of the property, assets, business and
goodwill of BWWC as an entity, the holder of this warrant
shall thereafter have the right upon exercise to purchase the
kind and amount of shares of stock and other securities and
property
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<PAGE>
receivable upon such merger, or sale by a holder of the number
of shares of BWWC common stock which the holder of this
warrant immediately prior to such reorganization,
reclassification, consolidation, merger, or sale, at the
warrant price (the kind, amount and price of such stock and
other securities to be subject to adjustment as herein
provided).
(d) In case BWWC shall, at any time prior to the
expiration of this warrant and prior to the exercise hereof,
dissolve, liquidate or wind up its affairs, the holder of this
warrant shall be entitled, upon the exercise thereof, to
receive, in lieu of the shares of BWWC common stock which he
would have been entitled to receive, the same kind and amount
of assets as would have been issued, distributed or paid to
him upon such shares of common stock of BWWC, had he been the
holder of recourse of such shares of BWWC common stock
receivable upon the exercise of this warrant on the record
date for the determination of those entitled to receive any
such liquidating distribution. After any such dissolution,
liquidation or winding up which shall result in any
distribution in excess of which shall result in any
distribution in excess of the warrant price provided for by
this warrant, the holder of this warrant may at his option
exercise the same without making payment of the aggregate
warrant price and in such case BWWC shall upon the
distribution to said warrant holder consider that the
aggregate warrant price has been paid in full to it and in
making settlement to said warrant holder, shall deduct from
the amount payable to such holder an amount equal to the
aggregate warrant price.
(e) Irrespective of any such adjustments in the
number or kind of shares purchasable upon exercise of this
warrant, this warrant may continue to express the same price
and number and kind of shares as originally issued.
(f) BWWC may retain a firm of independent public
accountants of recognized standing, approved by the holder
(who may be any such firm regularly employed by BWWC) to
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<PAGE>
make any computation required under this section, and a
certificate signed by such firm shall be conclusive evidence
of the correctness of any computation made under this section.
Charges, Taxes and Expenses. The issuance of
certificates for shares of BWWC common stock upon any exercise
of this warrant shall be made without charge to the holder
hereof for any tax or other expense in respect to the issuance
of such certificates, all of which taxes and expenses shall be
paid by BWWC, and such certificates shall be issued only in
the name of the registered holder of this warrant.
"Piggyback Rights". If, at any time after the date
hereof, BWWC should propose to make any filing for the
registration of any of its securities either as an initial or
secondary public offering on any form of Registration
Statement (other than on Form S-8 or a successor form thereto)
in accordance with the provisions of the Securities Act of
1933, as amended, including in the term "Registration
Statement", Amendments and Post-Effective Amendments
(collectively, "Amendments") thereto, BWWC will give at least
sixty (60) days prior written notice thereof to the holder of
the warrants or the warrant shares and, provided that the
holder of such warrants exercises same and receives shares
issued as a result of such warrants (herein the "Warrant
Shares") then, at the request of the holder of the Warrant
Shares, the Company shall include such holder's Warrant Shares
in such Registration Statement or Amendments to the extent
that same may be included without, in the opinion of the
underwriter, materially adversely affecting the price
obtainable for securities of BWWC to be registered. BWWC will
bear all costs, fees, taxes and expenses of including such
holder's Warrant Shares in the Registration Statement or
Amendments, will furnish such holder with a reasonable number
of copies of the related prospectus or offering circular and
will keep such Registration Statement or Amendment "current"
(as that term is used) for a period of at least thirteen (13)
months from the effective
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<PAGE>
date thereof. The holder and BWWC shall exchange all
reasonable representation information and indemnification
covenants.
7. Security Treatment of Shares and Warrants. Neither the shares or
warrants to be issued pursuant to this agreement, or any shares issued as a
result of the warrants (collectively the "Securities"), will be registered under
any state or federal securities laws. Subject to the other provisions of this
agreement, the Debt Holders each represent and warrant to the Company as
follows:
7.1 The Debt Holder understands that the Securities have not been
registered under the Securities Act of 1933, as amended (The "1933 Act"), or the
securities laws of any state or other jurisdiction.
7.2 The Debt Holder understands that the exchange of the Securities is
speculative in nature and has significant risk factors. The Debt Holder has such
knowledge and experience in financial and business matters, and in investments
in particular, that the Debt Holder is capable of evaluating the merits and
risks of its investment in the Securities, can bear the economic risks of such
investments (that is, can afford a complete loss of this investment and can hold
the Securities indefinitely), and has obtained, in its judgment, sufficient
information relating to the Company and it business to evaluate the merits and
risks of such investment.
7.3 The Debt Holder has had, if requested, an
opportunity to ask questions of and has received satisfactory
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<PAGE>
answers from a person or persons acting on behalf of the Company concerning the
terms and conditions of the Debt Holder's exchange of the Securities, and all
such questions have been answered to the satisfaction of the Debt Holder.
7.4 The Debt Holder understands that no securities commission of any
state has made any finding or determination relating to the fairness of the
exchange of the Securities and that no such commission has recommended or
endorsed or will recommend or endorse the exchange of the Securities.
7.5 Assuming due execution and delivery by the Company of this
Agreement, this Agreement represents legal, valid and binding obligations
against the Debt Holders in accordance with its terms.
8. Tax Treatment. The Company makes no representation or warranty
regarding the treatment of this transaction for federal or state income or other
tax purposes. Each Debt Holder represents that he has consulted his own tax
counsel regarding such treatment.
9. Conditions. This Agreement in its entirety is subject to the
following conditions:
9.1 Ratification. A sufficient number of the Debt Holders of the
Company specified in Section 4 above shall join in this Agreement so as to make,
in the opinion of the Company's Board of Directors, the reorganization feasible.
9.2 Agreements with Messrs. Cahn, Hoffman and Silverman. W. Stewart
Cahn, Henry Hoffman and L. Silverman shall enter into a separate agreement with
the company agreeing to
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<PAGE>
dismissal, with prejudice of the Lawsuit. Messrs. Cahn, Hoffman and Silverman,
together with the Company, shall further enter into a mutual Pro Tanto release,
by which the Company shall acquire from Messrs. Cahn, Hoffman and Silverman all
claims related to the issuance of the 14% debentures held by Messrs. Cahn,
Hoffman and Silverman, including but not limited to the claims held by Messrs.
Cahn, Hoffman and Silverman against MidTex Corp., Fred Miller and Adolf
Weissman.
The commitment by Messrs. Cahn and Hoffman to exchange their debentures
for shares of Common Stock of the Company, made by execution of this agreement,
is subject to the Company arranging to have a purchaser(s) purchase their
debentures or shares of Common Stock for the total sum of $350,000. This must
occur within 90 days of execution of this agreement, or Messrs. Cahn and Hoffman
are free from their commitment under this Agreement. At a simultaneous closing,
Messrs. Cahn and Hoffman will deliver their debentures for exchange into shares
of common stock and the purchaser(s) arranged by the Company will deliver good
funds in the amount of $225,000 to Mr. Hoffman and $125,000 to Mr. Cahn.
By execution of this Reorganization Agreement, Mr. Silverman and the
Company agree that, upon satisfaction of the conditions set forth in this
agreement, the Company shall: (i) purchase, or cause to be purchased, the
Debentures held by Mr. Silverman, together with all rights that attached
thereto, including but not limited to accrued interest, for the total sum of
$50,000; and (ii) purchase,
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or cause to be purchased, the New Warrants of Mr. Silverman for the total sum of
$15,000.
9.3 Agreement of Certain Investors to Sell. Messrs. Thornton, James and
Mr. and Mrs. Neel shall agree, in supplemental agreements, to sell all of the
shares received by them hereunder through the firm of Monetary Advancement
International, Inc. (of 67 Wall Street, New York, New York, 10005) at the sales
price of $2 per share during the twelve (12) month period commencing on the date
of closing set forth in this Agreement.
9.4 Private Offering. The Company shall issue not less than 200,000
shares through a private offering at the price of $2/share, which shall be
utilized by the Company to meet its obligations pursuant to this Agreement, the
costs of the Agreement and utilize for further corporate purposes.
10. General Terms and Conditions.
10.1 Effective Date. The effective date of this agreement shall be
November 30, 1995, or such earlier date as mutually agreed by all parties
hereto.
10.2 Counterparts. This Reorganization Agreement may be executed in one
or more counterparts, such counterparts constituting a single integrated
agreement.
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<PAGE>
COMPANY:
BLACK WARRIOR WIRELINE CORP.
ATTEST:
- ----------------------------- BY:
- ----------------------------- ----------------------------
John McNiff, Secretary William L. Jenkins,
President
DEBT HOLDERS:
PANGAEA INVESTMENT CONSULTANTS,
LTD.
ATTEST:
BY: BY:
--------------------------- ----------------------------
ITS: ITS:
--------------------------- ----------------------------
INTERNATIONAL COMPANY OF
BERMUDA, LTD.
ATTEST:
BY: BY:
--------------------------- ----------------------------
ITS: ITS:
--------------------------- ----------------------------
MORGAN DEVIN EVERETT & CO.,
LTD.
ATTEST:
BY: BY:
--------------------------- ----------------------------
ITS: ITS:
--------------------------- ----------------------------
MANSFIELD SODERBERG & CO., LTD.
ATTEST:
BY: BY:
--------------------------- -----------------------------
ITS: ITS:
--------------------------- -----------------------------
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<PAGE>
----------------------------
WILLIAM L. JENKINS
----------------------------
DANNY RAY THORNTON
----------------------------
REESE JAMES
----------------------------
HENRY HOFFMAN
----------------------------
W. STEWART CAHN
---------------------------
LORIN SILVERMAN
----------------------------
B. DEEDS
----------------------------
E. DEEDS
----------------------------
ALLEN NEEL
----------------------------
LANELLE NEEL
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