SC 13D/A 1 d69295sc13dza.htm SC 13D/A sc13dza
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
NEW CONCEPT ENERGY, INC.
 
(Name of Issuer)
Common Stock, par value $0.01 per share
 
(Title of Class of Securities)
643611-10-6
 
(CUSIP Number)
Steven C. Metzger
3626 N. Hall Street, Suite 800
Dallas, Texas 75219
214-740-5030
214-523-3838 (Facsimile)
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 14, 2009
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(b)(3) or (4), check the following box o.
NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 


 

                     
CUSIP No.
 
643611-10-6 
 

 

           
1   NAMES OF REPORTING PERSONS

International Health Products, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)      WC/OO
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION      U.S.
   
 
       
  7   SOLE VOTING POWER      463,078
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER      -0-
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER      463,078
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER      -0-
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      1,413,078
   
 
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      72.5.8%
   
 
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      CO
   
 


 

                     
CUSIP No.
 
643611-10-6 
 

 

           
1   NAMES OF REPORTING PERSONS

TacCo Financial, Inc., FEI No. 75-2442090
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)      WC/OO
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION      Nevada
   
 
       
  7   SOLE VOTING POWER      500
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER      -0-
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER      500
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER      -0-
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      500
   
 
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      0.03%
   
 
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      CO
   
 


 

                     
CUSIP No.
 
643611-10-6 
 

 

           
1   NAMES OF REPORTING PERSONS

URC Energy LLC,
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)      AF/OO
   
 
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION      Nevada
   
 
       
  7   SOLE VOTING POWER      950,000
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER      -0-
BENEFICIALLY    
OWNED BY  
       
EACH 9   SOLE DISPOSITIVE POWER      950,000
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER      -0-
     
   
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      950,000
   
 
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)      48.79%
   
 
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)      OO
   
 


 

Item 1. Security and Issuer
     This Amendment No. 14 to Statement on Schedule 13D (this “Amendment No. 14”) relates to shares of Common Stock, par value $0.01 per share (the “Shares”) of New Concept Energy, Inc. (formerly CabelTel International Corporation), a Nevada corporation (the “Company” or the “Issuer” or “GBR”), and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 13 to Statement on Schedule 13D (collectively the “Amended Statement”) filed by the “Reporting Persons” described below. The principal executive offices of the Issuer are located at 1755 Wittington Place, Suite 340, Dallas, Texas 75234. The name of the Issuer changed on May 21, 2008. The CUSIP number of the Shares is 643611-10-6. The Shares are currently listed and traded on the American Stock Exchange LLC.
     This Amendment No. 14 is being filed to reflect the acquisition by one of the “Reporting Persons” of 68,000 Shares (3.49%) and the sale of all of the Membership Interest in URC Energy LLC, by one entity to another entity which again becomes a “Reporting Person.” See Items 3 and 5 below.
Item 2. Identity and Background
     Item 2 of the Amended Statement is further amended by restating the first portion of such item as follows:
     (a)-(c) and (f). This Amendment No. 14 is being filed on behalf of International Health Products, Inc., a Nevada corporation (“IHPI”), TacCo Financial, Inc. (formerly Institutional Capital Corporation), a Nevada corporation (“TFI”), and URC Energy LLC, a Nevada limited liability company (“URCELLC”), the sole member of which is IHPI. IHPI, TFI, and URCELLC are collectively referred to as the “Reporting Persons.” The Reporting Persons may be deemed to constitute a “Person” within the meaning of Section 13d of the Securities Exchange Act of 1934, as amended. IHPI is owned by a trust established for the benefit of the wife and children of Gene E. Phillips (the “Martin Trust”). IHPI is managed by R Neil Crouch II who also manages other private entities owned by Mr. Phillips or his family trusts. Mr. Crouch consults on a regular basis with Mr. Phillips regarding investments in marketable securities by IHPI. TFI’s day-to-day operations are managed by the same personnel who manage IHPI’s day-to-day operations and other private companies owned by Gene E. Phillips or his family trusts. TFI has its principal executive offices located at 555 Republic Drive, Suite 490, Plano, Texas 75074. IHPI has its principal office at 1755 Wittington Place, Dallas, Texas 75234.
     URCELLC’s sole and managing member is IHPI. The principal executive offices of URCELLC, are located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234.
Item 3. Source and Amount of Funds or Other Consideration
     The funds utilized by IHPI to acquire the 50, 000 Shares described in item 5c below, came from the working capital funds of IHPI.
Item 4. Purpose of Transaction
     Each of the Reporting Persons which acquired or continue to own the Shares described in Item 5 below hold such Shares to continue an investment position in the Company. The Reporting Persons have no present plans or proposals which would result in the Reporting Persons seeking to acquire the entire equity interest in the Issuer. Except as set forth herein, the Reporting Persons have no present plans or proposals which relate to or would result in:
     (a) The acquisition by any person of any additional securities of the Issuer or the disposition of securities of the Issuer, except that the Reporting Persons may, if the appropriate opportunity exists, acquire additional securities of the Issuer or to the extent no restrictions upon the Reporting Persons exist, to possibly dispose of any portion or all of their respective securities of the Issuer presently owned; or
     (b) An extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; or
     (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; or
     (d) A change in the present Board of Directors or Management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; however, by virtue of the collective percentage ownership in excess of 69% of the outstanding shares, the Reporting Persons will be able to elect all directors of the Company under the Company’s current procedure of the annual election of the Board of Directors by a plurality of the votes cast in person or proxy in the election of directors; or

 


 

     (e) Any material change in the present capitalization or dividend policy of the Issuer; or
     (f) Any other material change in the Issuer’s business or corporate structure; or
     (g) Any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, except that the Reporting Persons may support a potential change of the name of the Issuer which would require an amendment to the Issuer’s charter and as the Reporting Persons in the aggregate currently own in excess of a majority of the number of shares of outstanding of the Company, such item itself will impede the acquisition of control of the Issuer by any other person unless supported by the Reporting Persons; or
     (h) Causing a class of securities of the Issuer to be delisted from a National Securities Exchange or to cease to be authorized to be quoted in an inter-deliver quotation system of a register national securities association; or
     (i) A class of equity of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
     (j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
     (a) According to the latest information available as of August 15, 2009, the total number of issued and outstanding Shares is believed to be 1,946,935 Shares, and each of the Reporting Persons own and hold directly the following Shares as of September 17, 2009:
                 
    No. of Shares   Approximate Percent
Name   Owned Directly   of Class
IHPI
    463,078       23.78 %
TFI*
    500       0.03 %
URCELLC
    950,000       48.79 %
 
               
 
    1,413,578       72.61 %
 
               
 
*   TFI also holds exercisable rights under a Stock Option Agreement dated December 16, 2003 covering the right to purchase 40,000 Shares at $2.60 per Share.
     Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of TFI may be deemed to beneficially own the Shares held directly by TFI; each of the directors of IHPI may be deemed to beneficially own any Shares held by URCELLC and IHPI. Those individuals and the number of Shares deemed beneficially owned pursuant to Rule 13d-3 and the approximate percent of class, as well as the relationship, are set forth in the following table as of September 1, 2009:
                         
Name of Director or           No. of Shares   Approximate
Manager   Entity   Beneficially Owned   Percent of Class
J.T. Tackett
  TFI     500       0.03 %
E. Wayne Starr
  TFI     500       0.03 %
R. Neil Crouch II
  IHPI and URCELLC     1,413,078       72.58 %
 
                       
Total Shares beneficially owned by Reporting Persons and individuals listed above:   
1,413,578       72.61 %
 
                       
     (b) Each of the directors of TFI share voting and dispositive power over the 500 Shares held directly by TFI. R. Neil Crouch the sole director of IHPI voting and dispositive power over the 950,000 Shares held directly by URCELLC and over the 463,078 Shares held by IHPI.
     (c) During the sixty calendar days ended September 28, 2009, except for the acquisition of 68,000 Shares by IHPI in open market purchases set forth in the table below, the Reporting Persons and their executive officers and directors did not engage in any transaction in the Shares or any other equity interest derivative thereof.

 


 

                         
            Purchase Price     Total  
Date   No. Shares     per Share     Price  
09/08/09
    10,000     $ 7     $ 70,000  
09/09/09
    10,000     $ 7     $ 70,000  
09/14/09
    15,000     $ 7     $ 105,000  
09/15/09
    7,500     $ 7     $ 52,500  
09/16/09
    7,500     $ 7     $ 25,500  
09/25/09
    9,000     $ 6.90     $ 62,100  
09/28/09
    9,000     $ 6.88     $ 61,920  
 
                   
TOTALS     68,000             $ 474,020  
 
                   
     (d) No person other than the Reporting Persons or members of their respective Boards of Directors is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds of sale of, the Shares of GBR held by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     Item 6 of the Amended Statement is hereby further amended by adding the following at the end of current Item 6 in place of the next-last and second-last paragraphs thereof.
     Of the Shares owned by IHPI , 456,110 Shares are now held in a brokerage account at Oppenheimer & Co. and may be deemed to be “collateral” for borrowings pursuant to margin or other account arrangements which are standard arrangements involving margin securities of up to a specified percentage of the market value of the Shares and bear interest at varying rates and contain only standard default and similar provisions, the operating of any of which should not give any person immediate voting power or investment power over such securities. Such arrangements exist with the Shares and other securities held in such account and it is impracticable at any time to determine the amounts, if any, with respect to such Shares and interest cost under such arrangements vary with applicable costs and account balances.
     Except as set forth above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships, legal or otherwise, with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
     None.

 


 

SIGNATURES
     After reasonable inquiry and to the best of the respective knowledge or belief, the undersigned certify that the information set forth in this Amendment No. 14 to Schedule 13D is true, complete and correct.
     Dated: September 28, 2009
         
  INTERNATIONAL HEALTH PRODUCTS, INC.
 
 
  By:   /s/ R. Neil Crouch    
    R. Neil Crouch II, President and Treasurer   
       
 
  TACCO FINANCIAL, INC.
 
 
  By:   /s/ Craig E. Landess    
    Craig E. Landess, Secretary   
       
 
  URC ENERGY LLC
 
 
  By:   /s/ R. Neil Crouch    
    R. Neil Crouch II, Vice President