-----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, CWqqNOjBWy8iT+iZDQ+6hmMv2VQoyoMt1OVTQH1gc92WE2cCg+wIqgayENkyioMj f7T9pbrXEYCCXmEYR/QnsA== 0001010549-06-000473.txt : 20060710 0001010549-06-000473.hdr.sgml : 20060710 20060710165633 ACCESSION NUMBER: 0001010549-06-000473 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060705 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060710 DATE AS OF CHANGE: 20060710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CabelTel International Corp CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 06954417 BUSINESS ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724078400 MAIL ADDRESS: STREET 1: 1755 WITTINGTON PLACE STREET 2: SUITE 340 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: GREENBRIAR CORP DATE OF NAME CHANGE: 19960514 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 8-K 1 cabel8k070506.txt 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 Date of Report (Date of earliest event reported): July 5, 2006 ------------------------------- CABELTEL INTERNATIONAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 000-08187 75-2399477 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File No.) Identification No.) 1755 Wittington Place, Suite 340 Dallas, Texas 75234 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 972-407-8400 ------------------------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry Into a Material Definitive Agreement (a) On July 5, 2006, but effective June 30, 2006, CabelTel International Corporation (the "Company" or the "Issuer" or the "Registrant") consummated a Purchase Agreement effective such date with two individuals and two limited liability companies for the sale and disposition by the Company of all of the Membership Interests in the two limited liability companies which own oil and gas leases in Gregg and Rusk Counties, Texas, on which at least 50 oil-producing wells were operating as of March 31, 2006. The individuals, Emory C. Johnson and Robert C. Johnson, are father and son and have been involved in the operations for the benefit of the Company of the oil and gas leases owned by the two limited liability companies named Gaywood Oil and Gas I LLC ("Gaywood I") and Gaywood Oil & Gas II LLC ("Gaywood II"), both Nevada limited liability companies. Pursuant to such Purchase Agreement, Messrs. Johnson as "Buyers" paid to the Company an aggregate purchase price of $1,737,000. In addition, the Messrs. Johnson executed and delivered to the Company two non-interest bearing promissory notes, each in the amount of $50,000 in connection with certain obligations of the Messrs. Johnson to hold the Company harmless from any drawings upon two separate letters of credit scheduled to expire November 29, 2006 and March 31, 2007, respectively. The Purchase Agreement was effective and closed at substantially the same time. Item 2.01. Completion of Acquisition or Disposition of Assets See Item 1.01 above for a description of the Purchase Agreement, pursuant to which the Company on July 5, 2006 sold to two individuals all of the membership interests in Gaywood I and Gaywood II which owned and operated oil and gas leases in Gregg and Rusk Counties, Texas, on which 50 producing wells were operating as of March 31, 2006. The consideration given in payment for the interests sold was cash in the amount of $1,737,000 plus two non-interest bearing $50,000 promissory notes in support of certain letters of credit which will expire November 29, 2006 and March 31, 2007, respectively. The purchasers are two individuals who have been involved in the operation of the oil and gas properties for the benefit of the Company. The Company issued a Press Release concerning the disposition and its effects upon the Company which is attached as an exhibit. Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibit is furnished with this Report: Exhibit Designation Description of Exhibit 99.1* Press Release dated July 6, 2006 -------------------- *Furnished herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized. Dated: July 10, 2006 CABELTEL INTERNATIONAL CORPORATION /s/ Gene S. Bertcher By: ------------------------------------- Gene S. Bertcher, President and Chief Financial Officer EX-99.1 2 cabel8kex991070506.txt PRESS RELEASE DATED JULY 6, 2006 EXHIBIT 99.1 July 06, 2006 11:35 AM US Eastern Timezone CabelTel International Corporation Announces Sale of a Subsidiary DALLAS--(BUSINESS WIRE)--July 6, 2006--CabelTel International Corporation ("CIC" or "the Company") (AMEX:GBR), a Dallas-based company with investments in a retirement center and a North Texas outlet mall, today announced the sale of its two Gaywood Oil & Gas subsidiaries for approximately $1.7 million in cash. "The Gaywood subsidiaries controlled 200 oil wells of which only 50 were operating. These wells produced an average of approximately 2 1/2 barrels per day per well," said Gene S. Bertcher, President and Chief Financial Officer of the Company. "At this level, the production costs per barrel was very expensive. This sale will generate a gain of approximately $400,000 and decrease our debt by nearly $150,000," Bertcher added. CabelTel International Corporation (AMEX:GBR) is a Dallas-based company with investments in a retirement center and a North Texas outlet mall. For more information, go to the Company's website at www.cabeltel.us. Certain statements in this media release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words "estimate," "plan," "intend," "expect," "anticipate," "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. CabelTel International Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projects contained in any forward-looking statements are described under ITEM 1A. RISK FACTORS in the Company's Form 10-K for the fiscal year ended December 31, 2005. Contact Information: CabelTel International Corporation, Dallas, Texas Gene S. Bertcher, 972-407-8400 or Oscar Smith, 972-407-8400 -----END PRIVACY-ENHANCED MESSAGE-----