UNITED STATES
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 Date Reported) September 12, 1996
Sonoma International
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(Exact name of registrant as specified in its charter)
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Nevada 0-6683 94-0880052
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporatin or organization) File Number) Identification No.)
3930 S. Eastern Avenue, Suite 218, Las Vegas Nevada 89109
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(Address of principal executive offices) (Zip Code)
(702) 361-3033
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since
last report.)
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Item 1. Changes in Control of Registrant
See Item 2. Acquisition or Disposition of Assets.
Item 2. Acquisition or Disposition of Assets
As of September 12, 1996, the Company entered into an agreement (the
"Agreement") with Clear Creek Investments, L.L.C., a Kentucky Limited Liability
Company ("Clear Creek"), and holders of the limited partnership interests in
Jamestown Resort & Marina, Ltd., a Kentucky limited partnership ("JRML"). Clear
Creek is the sole stockholder of Jamestown Resort & Marina, Inc., a Kentucky
corporation ("JRML") which is the general partner of JRML. JRML owns a Resort
and Marina located on Lake Cumberland in South Central Kentucky.
The Agreement requires the transfer and assignment to Sonoma of the
stock of JRML's general partner and all limited partnership interests. There are
several conditions to closing including the delivery to the Company of an
appraisal which states that the assets of Jamestown, as of the date of the
appraisal, have a fair market value of not less than $10,000,000. That appraisal
has been delivered to the Company. In addition, the Agreement requires that the
Company effect one for 200 reverse split, leaving 300,000 shares issued and
outstanding, and issue 1,700,000 shares to Clear Creek, JRML's stockholder, and
affiliated, related and non-related entities or individuals for the acquisition
of JRML.
JRML is a Resort and Marina located on the North shore of Lake
Cumberland. Lake Cumberland is a 53,000 acre 101 mile long lake in South Central
Kentucky which was impounded by Wolf Creek Dam, a project developed by the U.S.
Army Corps of Engineers on the Cumberland River. The lake has an average depth
of 120 feet and is navigable by small boats and large crafts.
The Resort and Marina is located on approximately 285 acres three miles
east of Jamestown, Kentucky on land leased from the U.S. Army Corps of
Engineers. Jamestown, Kentucky is approximately 16 miles north of the Tennessee
border and is within a two hour drive from Lexington and Louisville, Kentucky
and Nashville, Tennessee. Kentucky Highway 92 terminates at the Resort and
Marina.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
It is impracticable to provide the required financial statements for
JRML contemporaneous with the filing of this Current Report on Form 8-K. The
Company plans to file these financial statements within 60 days of the date
of this Form 8-K.
(b) Proforma financial information
It is impracticable to provide the required pro forma financial
statements for JRML contemporaneous with the filing of this Current Report on
Form 8-K. The Company plans to file these financial statements within 60 days
of the date of this Form 8-K.
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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 thereunto duly authorized.
Sonoma International
September 26, 1996 /s/ Harry W. Hendersen
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Date Harry W. Hendersen,
President and
Chief Accounting Officer
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