-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OHNhqIXiwIM4CBFRQPDJ/YyvO3ASx9XEbXhUj9NeHoOKyU+qRvSEeJsiMyIVkKQk 3ev8mzdaps2FqiLaOFDMBg== 0001157523-04-003201.txt : 20040414 0001157523-04-003201.hdr.sgml : 20040414 20040414121815 ACCESSION NUMBER: 0001157523-04-003201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040413 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL REMEDIATION HOLDING CORP CENTRAL INDEX KEY: 0000799235 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 582429712 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17325 FILM NUMBER: 04732227 BUSINESS ADDRESS: STREET 1: 5444 WESTHEIMER SUITE 1570 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 5018212222 MAIL ADDRESS: STREET 1: 5444 WESTHEIMER SUITE 1570 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: REGIONAL AIR GROUP CORP DATE OF NAME CHANGE: 19950424 FORMER COMPANY: FORMER CONFORMED NAME: VALLEY VIEW VENTURES INC DATE OF NAME CHANGE: 19881026 8-K 1 a4615155.txt ENVIRONMENTAL REMEDIATION 8-K U.S. 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): April 13, 2004 ENVIRONMENTAL REMEDIATION HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Colorado (State or Other Jurisdiction of Incorporation or Organization) 000-17325 88-0218499 (Commission File Number) (I.R.S. Employer Identification No.) 5444 Westheimer Road, Suite 1570, Houston, Texas 77056 (Address of principal executive offices including zip code) (713) 626-4700 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On April 13, 2004 Environmental Remediation Holding Corporation ("ERHC") submitted a letter to the Nigeria-Sao Tome and Principe Joint Development Authority exercising its preferential rights in the Nigeria-Sao Tome and Principe Joint Development Zone. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference into this Item 5. The letter included Exercise Notice attachments which set forth ERHC's specific choices in each block. A listing of the specific choices noted in each Exercise Notice and the status of any Signature Bonus payable in each block is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference into this Item 5. The information furnished in this Item 5 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Inapplicable. (b) Pro Forma Financial Information. Inapplicable. (c) Exhibits Exhibit Number Exhibit Description -------------- -------------------- Exhibit 99.1 Letter Dated 13 April 2004 to Nigeria-Sao Tome and Principe Joint Development Authority Exhibit 99.2 Summary of Exercise Notices attached to Letter Dated 13 April 2004 ITEM 9. REGULATION FD DISCLOSURE See Exhibits 99.1 and 99.2 - -------------------------------------------------------------------------------- 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. ENVIRONMENTAL REMEDIATION HOLDING CORPORATION By: /s/ CHUDE MBA --------------------- Chude Mba, President DATE: April 13, 2004 - -------------------------------------------------------------------------------- EX-99.1 3 a4615155ex991.txt EXHIBIT 99.1 Letter Dated 13 April 2004 to Nigeria-Sao Tome and Principe Joint Development Authority Dr. Tajudeen Umar 13 April 2004 Chairman of the Board Nigeria - Sao Tome and Principe Joint Development Authority Abuja, Nigeria Dear Dr. Umar Exercise of preferential rights in the Nigeria-Sao Tome and Principe Joint Development Zone Thank you for your letter of 29 March 2004 inviting ERHC to exercise its preferential rights in respect of blocks in the JDZ ("the Letter"). ERHC hereby exercises its preferential rights set out in the Administration Agreement between ERHC and the Joint Development Authority ("JDA") dated 7 April 2003 ("the Agreement"), and attaches herewith an Exercise Notice for each relevant block in accordance with the Agreement. This exercise of ERHC's rights is subject to the following in respect of each Exercise Notice: 1. if no license is awarded or a license is awarded and subsequently withdrawn by the JDA prior to the commencement of operations, for any reason (for example, a failure by the licencee(s) to meet the signature bonus conditions), ERHC will be entitled (at ERHC's option) to either: (a) receive its nominated percentage working interest ("PWI") in that block in any future licensing of that block; or (b) nominate and receive the same PWI in another block of ERHC's choice in the JDZ in any future licensing round; 2. if the finally agreed PSC and commercial terms are materially less beneficial to ERHC than those that have been provided to ERHC to date, ERHC will be entitled to relinquish its right to its PWI in that block in return for nominating and receiving the same PWI in another block of ERHC's choice in the JDZ in any future licensing round. ERHC has exercised its rights subject to the foregoing two conditions because the JDA in the Letter requested ERHC to exercise its options now, before the time and without much of the required information set out in the Agreement; a departure from agreed procedures. For example, under the Agreement, the JDA was to provide ERHC with the names of all the parties to each PSC, and the finally agreed PSC and commercial terms, before ERHC exercised its options. In exercising its options now, ERHC was mindful of the desire of the State parties to conclude the licensing round as quickly as possible and was therefore keen to assist the JDA in ensuring that the awarding of licences and commencement of operations proceed speedily. ERHC however emphasises that, in accordance with clause 4.2 of the Agreement, neither the percentage nor the value of any working interest which ERHC has elected to receive will be diminished or reduced in any way (including through any arrangement the JDA may have or may subsequently conclude with any other party). Yours sincerely s/s CHUDE MBA Chude Mba President and Chief Executive Officer EX-99.2 4 a4615155ex992.txt EXHIBIT 99.2 Summary of Exercise Notices attached to Letter Dated 13 April 2004 Attached to Letter Dated 13 April 2004 to Nigeria-Sao Tome and Principe Joint Development Authority were six (6) "Exercise Notices" as required by the Administration Agreement dated April 7, 2003 and filed as Exhibit 10.2 in the Company's 8K filing of April 16, 2003. The Option Agreement dated April 2, 2003, by and between Environmental Remediation Holding Corporation and the Democratic Republic of Sao Tome and Principe and filed as Exhibit 10.1 in the Company's 8K filing of April 16, 2003 set forth the status of any Signature Bonus that may be payable by the Company The following is the relevant information contained in each Exercise Notice and the respective status of Signature Bonus for each block. Choice Working Interest Chosen Status of Signature Bonus - ------ ----------------------- Payable by the Company ------------------------- Choice 1 Interest 15% working interest in Block 6 Signature Bonus Free Choice 2 Interest 15% working interest in Block 5 Signature Bonus Payable Choice 3 Interest 20% working interest in Block 3 Signature Bonus Free Choice 4 Interest 30% working interest in Block 2 Signature Bonus Free Choice 5 Interest 25% working interest in Block 4 Signature Bonus Free Choice 6 Interest 20% working interest in Block 9 Signature Bonus Payable -----END PRIVACY-ENHANCED MESSAGE-----