CROWN ENERGY CORP
8-K, 2000-08-04
DRILLING OIL & GAS WELLS
Previous: AMERIRESOURCE TECHNOLOGIES INC, SC 13D, 2000-08-04
Next: AETNA SERIES FUND INC, 485APOS, 2000-08-04




                       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 (Date of earliest event reported): July 25, 2000

                            CROWN ENERGY CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Utah                      0-19365                   87-0368981
-----------------------------   --------------------     ---------------------
 State or other jurisdiction     Commission File No.       IRS Employer ID #
     of incorporation


             215 South State, Suite 650, Salt Lake City, Utah 84111
            ---------------------------------------------------------
               Address and zip code of principal executive offices


                                  801-537-5610
                             ----------------------
                          Registrant's telephone number

<PAGE>

Item 1.  Changes in Control of Registrant

         Not Applicable

Item 2. Acquisition or Disposition of Assets

         Not Applicable

Item 3.  Bankruptcy or Receivership

         Not Applicable

Item 4.  Changes in Registrant's Certifying Accountant

         Not Applicable

Item 5.  Other Events

         On July 25, 2000,  Crown Energy  Corporation  ("Crown  Energy") brought
suit against MCN Energy Group, Inc. ("MCN"), MCNIC Pipeline & Processing Company
("MCNIC")  and certain  officers  of MCN and MCNIC.  The suit was brought in the
United States District Court for the District of Utah, Central Division,  and is
styled Crown Energy Corporation,  Crown Asphalt  Corporation,  and Crown Asphalt
Products Company v. MCN Energy Group, Inc., MCNIC Pipeline & Processing Company,
Howard L. ("Lee") Dow III, and William E. Kraemer, Civil No. 2:00CV-05873ST.

         Crown Energy's action arises from the joint ventures between affiliates
of Crown  Energy and MCNIC with  regard to the  asphalt  business in the Western
United  States  involving  the mining,  processing,  storage,  manufacture,  and
marketing of asphalt.  Plaintiffs allege claims against defendants for breach of
fiduciary duties, economic duress, breach of implied covenants of good faith and
fair dealing, breach of contracts, estoppel, intentional interference, and trade
libel and  slander of title as a result of  defendants'  wrongful  and bad faith
conduct in the joint venture relationships.  Damages of an amount exceeding $100
million  are  sought on  plaintiffs'  claims  for  breach of  fiduciary  duties,
economic duress, and breach of implied covenants of good faith and fair dealing,
with the full amount of damages on all claims to be proven at trial. While there
is no way of predicting or knowing the outcome of the litigation which is now in
process,  Crown Energy is  confident  in its claims and will  continue to pursue
them with vigor.

         On June 20, 2000 MCNIC filed a Complaint in the Third Judicial District
Court,  Salt Lake County,  Utah,  against  Crown  Asphalt  Distribution,  L.L.C.
("CAD") under Civil No. 000904867 (the "MCNIC  Complaint").  The action seeks to
foreclose  MCNIC's alleged mortgage and security interest in and to certain real
and  intangible  personal  properties  of  Crown  Distribution.  For a  complete
discussion  of the  .MCNIC  Complaint,  see the Form 8-K filed by Crown  Energy,
dated June 26, 2000, which is incorporated by this reference.

                                       2
<PAGE>

         On  August  1,  2000,  Crown  Energy  and CAD filed  their  Answer  and
Counterclaims  to  the  MCNIC  Complaint  and  named   additional   counterclaim
defendants,  MCN Energy Group,  Inc.,  Howard L. ("Lee") Dow III, and William E.
Kraemer.  Crown Energy and CAD's Answer and Counterclaims  substantially  denied
all of the  allegations  set forth in the MCNIC  Complaint and alleged  numerous
counterclaims,  including breach of fiduciary duty,  economic duress,  breach of
implied covenants of good faith and fair dealing, breach of contracts, estoppel,
intentional  interference,  trade  libel  and  slander  of  title,  and abuse of
process.

         Crown Energy and CAD, pursuant to their counterclaims, have requested a
jury trial and are seeking  relief in the way of damages in amounts to be proven
at trial,  punitive  damages,  attorney's  fees,  interest,  costs and any other
relief to which they may be  entitled.  While there is no way of  predicting  or
knowing the outcome of the litigation which is now in process,  Crown Energy and
CAD are  confident in their  defenses  and  counterclaims  and will  continue to
pursue them with vigor.

                                       3
<PAGE>

SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                     CROWN ENERGY CORPORATION

                                                     /s/ Alexander L. Searl
                                                     ---------------------------
                                                     Alexander L. Searl
                                                     Chief Operating Officer and
                                                     Chief Financial Officer

DATED:  August 3, 2000

                                       4


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission