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
OCTOBER 14, 1999
(Date of report)
MASON HILL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 033-24178-A 650109088
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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110 WALL STREET, NEW YORK, NEW YORK 10005
(Address of Principal Executive Offices)
(212) 425-3000
(Registrant's telephone number, including area code)
WATFORDMETRO CENTRE - TOPITS LANE, WATFORD
HERTFORDSHIRE, ENGLAND WD1 8SB (Former name
or former address, if changed since last
report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 1, 1999, Pride, Inc. ("Pride" or the "Company") consummated
their acquisition of all of the issued and outstanding stock of Mason Hill &
Co., Inc., a Delaware corporation ("Mason Hill & Co.), in exchange for the
issuance of 15,886,618 shares of Common Stock of the Company. As a result of the
acquisition, the shareholders of Mason Hill & Co., Inc. now controls
approximately 86% of the issued and outstanding voting stock of the Company. See
"Item 2 Acquisition or Disposition of Assets."
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 1999, Pride consummated their acquisition of all of the
issued and outstanding stock of Mason Hill & Co., in exchange for the issuance
of 15,886,618 shares of Common Stock of the Company. The transaction was
completed in accordance with the terms of the stock purchase agreement, dated as
of July 30, 1999, between the Company, Mason Hill & Co. and the shareholders of
Mason Hill & Co. As part of the completed transaction, Pride has (i) changed its
name to Mason Hill Holdings, Inc. ("Mason Hill Holdings"); and (ii) reduced its
authorized capital from 500,000,000 shares of common stock to 20,000,000 shares
of common stock. In addition, the officers of the Company have resigned and have
been replaced by officers of Mason Hill & Co.
In addition to the foregoing, Pride's subsidiaries have been reorganized
such that its AC Investments Inc. and PMS Investments, Inc. subsidiaries have
become wholly-owned subsidiaries of AC Holdings, Inc., a wholly-owned subsidiary
of Pride. Pride will now cause its AC Holdings, Inc. subsidiary to be spun-off
to its shareholders.
Pride has also agreed to cause (i) 743,000 shares of DME Interactive
Holdings, Inc. common stock that it owns to be spun-off to its shareholders,
(ii) 350,000 shares DME Interactive Holdings, Inc. common stock that it owns to
be delivered to AC Holdings, Inc. as a contribution to its capital, and (iii) at
least 100,000 DME Interactive Holdings, Inc. common stock which it owns to be
retained by Pride.
Lastly, simultaneous with the closing of the agreement, Mason Hill
Holdings' stock underwent a 1 for 2 reverse split.
Pride, under its new name, Mason Hill Holdings, will be engaged, through
its new wholly-owned subsidiary, Mason Hill & Co., in commercial brokerage
operations, particularly retail and institutional securities sales of
securities, trading and market making activities, and investment and merchant
banking. In addition, Mason Hill & Co. intends to engage in other aspects of the
securities business, such as the purchase and sale of United States Government
obligations, money market instruments, mortgage related securities, municipal
and tax exempt securities, options and foreign exchange commodities.
Mason Hill Holdings' common stock is now traded on the Over The Counter
Bulletin Board under the new Symbol "MHLL".
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
To Be Filed By Amendment.
(B) PRO FORMA Financial Information
To Be Filed By Amendment.
(c) Exhibits
NUMBER DESCRIPTION
10.1 Stock Purchase Agreement, dated as of July 30, 1999, by and
among Pride, Inc., Mason Hill & Co., Inc. and the shareholders
of Mason Hill & Co., Inc. (Previously filed as an exhibit to
the Company's Definitive Information Statement, filed on
September 13, 1999).
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
MASON HILL HOLDINGS, INC.
(REGISTRANT)
DATE: OCTOBER 14, 1999 /S/CHRISTOPHER J. KINSLEY
Christopher J. Kinsley,
President
