-----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, JbrQ+LM3TrxJ3xi70jJdAL/7kmR8LH97neSbeEi0ST19nH6WCpwt4/N9LUZHIAgs pUr9HrC2IsHXkcypWIoVQg== 0000950152-98-009583.txt : 19981216 0000950152-98-009583.hdr.sgml : 19981216 ACCESSION NUMBER: 0000950152-98-009583 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981214 ITEM INFORMATION: FILED AS OF DATE: 19981215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWERTEL USA INC CENTRAL INDEX KEY: 0000712803 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 840897771 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14873 FILM NUMBER: 98770239 BUSINESS ADDRESS: STREET 1: 1000 BIBLE WAY STREET 2: SUITE 40 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7023240922 MAIL ADDRESS: STREET 1: 1000 BIBLE EAY STREET 2: SUITE 40 CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: NEVADA ENERGY COMPANY INC DATE OF NAME CHANGE: 19960515 8-K 1 POWERTEL USA, INC. 1 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): December 14, 1998 POWERTEL USA, INC. (Exact name of registrant as specified in its charter) Delaware 0-14873 84-0897771 (State of incorporation) (Commission (I.R.S. Employer File Number) Identification No.) Address of principal executive offices: 321 W. Lake Lansing Road Asher Court, Suite 100 E. Lansing, MI 48823 Registrant's telephone number: (517) 333-5277 Former name and addresses: Nevada Energy Company, Inc. 510 Castillo Street Santa Barbara, CA 93101 Phone (805) 884-8350; Fax (805) 884-9221 77-564 B Country Club Drive, Suite 340 Palm Desert, CA 92260 Phone (619) 772-3100; Fax (619) 772-3132 1000 Bible Way, Suite 40 Reno, Nevada 89502 Phone (702) 324-0922 and (702) 324-5064 321 West Lake Lansing Road Asher Court, Suite 100 East Lansing, MI 48823 Phone (517) 333-5277; Fax (517) 333-9869
2 Item 5. Other Events On December, 1997, a shareholder's derivative action was commenced in Chancery Court of Delaware naming PowerTel USA, Inc. as a nominal defendant. Other defendants included, Charles Cain, Peter Cannell, John Gould and Stefan Tevis, all former members of the Board of Directors of PowerTel. Litigation in this proceeding was stayed due to the commencement of involuntary reorganization pursuant to the United States Bankruptcy Code. On or about September 15, 1998, the United States Bankruptcy Court, the District of Nevada confirmed the Plan of Reorganization as submitted by the Company. Thereafter, the Company entered into a Settlement and Release Agreement with Messrs. Charles Cain and Peter Cannell, the terms of which are confidential by Agreement of the parties. As part of this settlement, they have agreed to cooperate fully with current management in its investigation of entities and persons who may have damaged the Company. The litigation remains pending with respect to claims against Defendants Tevis and Gould. The Company announced today that it has requested that the NASD halt trading in the Company's Class A Common Shares order that the Company can implement certain components of its Plan of Reorganization as approved by the United States Bankruptcy Court for the District of Nevada. The Plan provides for various action to be taken to restructure the Company's balance sheet, especially pertaining to its equity capitalization. In summary, the Plan provides: 1. All Class A Common Shares issued subsequent to May 3, 1996 are rescinded in order that share ownership is vested in shareholders of record as of that date, except for certain shareholders who purchased Shares after May 3, 1996 and filed a Proof of Interest with the Bankruptcy Court and who followed certain procedures established by that Court. 2. The 1:6 reverse stock split name change and Share capitalization effected in January, 1997 is rescinded. 3. The Company's Articles of Incorporation are to be amended. Through this amendment, among other things, the Series B Preferred Shares will be canceled and a new class of stock, "Special Shares" will be established. Five shares of the "Special Shares" will be issued pursuant to the Plan. 4. The Series B Common Shares, held of record as of August 16, 1996 by Nevada Energy Partners, I, a Nevada Limited Partnership, are to be converted into Class A Common Shares, and the 16 Bahamian corporations will be the shareholders of record on a pro rata basis of such Shares pursuant to a settlement agreement approved by the Court. As a rewrite of this 2 3 settlement, the 16 Bahamian corporations will own not more than 50.0% of the issued and controlling Class A Common Shares. 5. Up to 35.0% of the issued and outstanding Class A Common Shares as of the effective date are reserved for issuance to Mr. David Wallace, revenue produced within a 30 month period as set forth in the Plan. 6. Creditors holding certain allowed claims may exchange their claims for Class A Common Shares. 7. Prior to the issuance of the Class A Common Shares to creditors, the Plan provides that the Company's Board of Directors will effect a reverse stock split at a ratio to be determined by the Board of Directors. In order to effect the foregoing events, and other actions called for in the Plan of Reorganization, the Company has requested a halt in the trading of its Class A Common Shares. The Company predicts that trading will be resumed within 2-4 weeks. The Company has filed a Restated Certificate of Incorporation changing its name to WorldCall Corporation pursuant to the Plan. - --------------------------------- EXHIBITS (1) Letter Dated December 14, 1998 to National Association of Securities Dealers (99) Press Release 3 4 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. POWERTEL USA, INC. Date: December 15, 1998 /s/ Michael R. Kassouff --------------------------- ------------------------------------ Michael R. Kassouff, Director Date: December 15, 1998 /s/ Richard A. Cascarilla --------------------------- ------------------------------------ Richard A. Cascarilla, Director Date: December 15, 1998 /s/ Jeffrey L. Hartman --------------------------- ------------------------------------ Jeffrey L. Hartman, Director 4 EX-1 2 EXHIBIT 1 1 [WALTER & HAVERFIELD LETTERHEAD] December 14, 1998 VIA TELEFAX AND FEDERAL EXPRESS Mr. Chris Troutner National Association of Securities Dealer Market Operations 9513 Keywest Avenue Rockville, MD 20850 RE: POWERTEL USA, INC. FORMERLY KNOWN AS NEVADA ENERGY COMPANY, INC. FORMERLY KNOWN AS MUNSON GEO THERMAL, INC. Dear Mr. Troutner: As we discussed this evening, this firm is legal counsel to PowerTel USA, Inc., (F/K/A Nevada Energy Co.) (the "Company"), whose Class A Common Shares are traded in the over-the-counter market. As I advised you earlier today, effective 5:00 p.m. (EST) today, the company is requesting that trading in its Class A Common Shares be halted in order that the company can implement certain provisions of the Plan of Reorganization as approved by the United States Bankruptcy Court for the District of Nevada and NASD Rules. In this context, in or about February, 1997, an Involuntary Petition for Reorganization was filed by three creditors. Thereafter, an interim Trustee was appointed. In or about October, 1997, the United States Bankruptcy Court, with the concurrence of the Trustee, approved a petition authorizing the Company to resume operations functioning as Debtor-in-Possession pursuant to Section 1107 of the United States Bankruptcy Code. Thereafter, the Company prepared a proposed Plan of Reorganization and the Bankruptcy Court approved for dissemination to creditors and shareholders a Disclosure Statement, pursuant to the United States Bankruptcy Code. In August, 1998, United States Bankruptcy Court held a hearing for the purpose of receiving a report with respect to the votes of creditors and shareholders regarding the proposed plan. Thereafter, on or about September 24, 1998, the United States Bankruptcy Court confirmed the Plan of Reorganization as submitted by the Company. The Plan, as approved by the Court, requires that the Company take certain action with respect to the recapitalization of the equity as it relates to the issued outstanding Shares of the 2 [WALTER & HAVERFIELD LETTERHEAD] Company sheet. Among other things, the Plan voids all shares of Class A Common Stock issued by the Company subsequent to May 3, 1996 unless (1) the shareholder files a Proof of Interest with the United States Bankruptcy Court establishing that the shareholder was a bona fide shares purchaser for value, and (2) the debtor does not file an objection to the Proof of Interest or, if such an objection is filed, the Court determines that the Proof of Interest is valid. In addition, a 1:6 reverse stock split effected in or about January, 1997 is rescinded. Other significant events include the conversion of Class B Common Shares into Class A Common Shares, and the issuance of a large block of Class A Common Shares to 16 Bahamian corporations which collectively will own 50% of the issued and outstanding Class A Common Shares after issuance, subject to a further adjustment to be effective ten (10) days after the Effective Date of the Plan. In addition, the company has effected an acquisition which could result in the transfer of up to 35% of issued and outstanding Class A Common Shares to a third party. The Company is requesting a halt in the trading of its Class A Common Shares in order that the Company can file Amended Articles of Incorporation, rescind a previous 1:6 reverse stock split, ascertain the identity of shareholders of record and issue to such individuals and entities new stock certificates pursuant to the Plan. At this time, we estimate that 2-4 weeks will be required to complete this process. When all of the events mandated by the Plan of Reorganization have been implemented, we will advise the NASDAQ in order that trading may be resumed. Thank you for your cooperation and assistance. in the event that you have any questions or comments, do not hesitate to call the undersigned. Sincerely, /s/ Van P. Carter Van P. Carter VPC/lag cc: Richard Cascarilla, President PowerTel USA 3 [WALTER & HAVERFIELD LETTERHEAD] bcc: Carl E. Anderson, Esq. Michael T. McMenamin, Esq. Robert J. Crump, Esq. Ralph E. Cascarilla, Esq. EX-99 3 EXHIBIT 99 1 POWERTEL ANNOUNCES TRADING HALT EAST LANSING, MICHIGAN. WorldCall Corporation (FIK/A PowerTel USA, Inc.) announced today that it has requested a 2-4 weeks halt in the trading of its Class A Common Shares in order that the company can implement certain components of its Plan of Reorganization pertaining to changes in the number of shares of its Class A Common Stock and the changing of its name to WorldCall Corporation. On September 15, 1998, United States Bankruptcy Court for the District of Nevada confirmed the Plan of Reorganization as submitted by the Company. The Plan provided, among other things, for significant modifications with respect to the Company's equity structure. As part of the Plan, the Court voided all securities issued subsequent to May 3, 1996, except as to shareholders who complied with certain court ordered procedures to establish a claim with proof of valid consideration. "One important component of the Plan was the reinstatement of stock ownership to all shareholders of record as of May 3, 1996," said Richard Cascarilla, President of WorldCall. In addition to restoring ownership to shareholder of record on that date, the Plan rescinded a 1:6 reverse stock split affected in January, 1997, recognized the conversion of a large block of Class B Common Shares to Class A Common Stock, authorized the transfer of a large block of Class A Common Shares to 16 Bahamian corporations which will own 50.0% of the issued and outstanding Class A Common Shares after transfer, approved the purchase of DiegoTel, Inc. from Mr. David Wallace in exchange for up to 35.0% of the issued and outstanding Class A Common Shares of PowerTel, and authorized creditors to receive Class A Common Shares in lieu of monetary compensation for outstanding claims. The Plan also authorizes the company to amend its Articles of Incorporation in order to abolish the Series B Preferred Shares and to create a new class of preferred shares. The Company has requested that the National Association of Securities Dealers (NASD) halt the trading of its Class A Common Shares in order that it may implement certain portions of the Plan of Reorganization. During the trading halt, new share certificates will be issued to all shareholders of record and additional action taken in order to implement the Plan of Reorganization, including the filing of Amended Articles of Incorporation in the State of Delaware. The Company anticipates that trading will be suspended for a 2-4 week duration. The Company's Class A Common Shares are traded in the over-the counter market under the symbol "PTLUA." For additional information, contact: Richard Cascarilla, President WorldCall Corporation 321 W. Lake Lansing Road, Suite 100 East Lansing, Michigan 48823 (517) 366-0060 -----END PRIVACY-ENHANCED MESSAGE-----