-----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, HqGSyjoJl+HUNaVWl/v5hsN0IjdBNkFi457W38IqzYI9hqK+nsnqIw4PaaXPxd8F aIoZFVUvopyG/G+YC3PSNg== 0000950168-97-003495.txt : 19971125 0000950168-97-003495.hdr.sgml : 19971125 ACCESSION NUMBER: 0000950168-97-003495 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970225 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971124 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL PETROLEUM CORP /NV/ CENTRAL INDEX KEY: 0000799119 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 133130236 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-14905 FILM NUMBER: 97727351 BUSINESS ADDRESS: STREET 1: 444 MADISON AVE STE 3203 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129563333 MAIL ADDRESS: STREET 1: 444 MADISON AVE STE 3203 CITY: NEW YORK STATE: NY ZIP: 10022 8-K/A 1 AMERICAN INTERNATIONAL PETROLEUM CORP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event Reported) February 25, 1997 AMERICAN INTERNATIONAL PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Nevada No. 0-14905 13-3130236 - ----------------- ------------- ------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation or organization) 444 MADISON AVENUE, SUITE 3203, NEW YORK, NEW YORK 10022 - -------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (212)688-3333 (Registrant's telephone number, including area code) ------------------------------------------------------------------- (Former name or former address if changed from last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On February 25, 1997, the Registrant sold all of the issued and outstanding shares of common stock of its wholly-owned subsidiaries, American International Petroleum Corporation of Colombia ("AIPCC") and Pan American International Petroleum Corporation ("PAIPC") (the "Purchased Shares") in an arms length transaction to Mercantile International Petroleum Inc. ("MIP"). (i) The assets of AIPCC and PAIPC consisted of oil and gas properties and equipment in South America with an aggregate net book value of approximately $17.9 million. (ii) The total aggregate purchase price payable by MIP for the Purchased Shares was valued at up to approximately $20.2 million, determined as follows: (a) Cash payments of approximately $3.9 million, of which approximately $2.2 million was paid simultaneously with the closing to retire Registrant's 12% Secured Debentures due December 31, 1997, which were secured by the Registrant's shares of AIPCC. (b) Assumption of AIPCC and PAIPC debt of an aggregate amount of $634,000. (c) 4,384,375 shares of MIP Common Stock with a trading price of approximately $2.00 on the date the parties agreed in principle to the sale. (d) A two-year $3 million 5% exchangeable subordinated debenture of AIPCC, exchangeable into shares of common stock of MIP on the basis of $3 principal amount of such debenture for one share of MIP on or after February 25, 1998; or Registrant may demand payment on that date of $1.5 million of the principal balance thereof in cash. (e) A $1.4 million "performance earn-out" from future production in Colombia, plus interest at 8% per annum. (f) Up to $2.5 million (reduced proportionately to the extent the Net Operating Loss and Deferred Cost Deductions accrued by AIPCC through December 31, 1996 ("Accrued Tax Benefit Deductions") is less than $50 million but more than $20 million) payable from 25% of AIPCC's future tax savings related to any Accrued Tax Benefit Deductions available to AIPCC on future tax filings in Colombia. (iii) As a result of this disposition, the Registrant now owns approximately 11.3% of MIP's outstanding share capital on a fully-diluted basis (47,720,867 shares). MIP is traded in U.S. Dollars on the Toronto Stock Exchange under the symbol MPT.U. On March 6, 1997, the closing price of MIP's common stock was $1.95 per share. (iv) The Registrant intends to utilize the proceeds to repay certain debts, expand its refinery and for general corporate use. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of businesses acquired. None (b) Pro-forma financial information. Unaudited Pro Forma Condensed Financial Statements The following unaudited pro forma consolidated statements of operations of the Company for the year ended December 31, 1996 and the unaudited proforma condensed balance sheet of the Company as of December 31, 1996 (the "Unaudited Pro Forma Consolidated Financial Statements") give effect to the sale of the Company's wholly-owned South American oil and gas subsidiaries (the "Sale"). The unaudited pro forma condensed statements of operations and balance sheet for the year ended December 31, 1996 were prepared assuming that the transaction described above was consummated as of the beginning of the period presented. The pro forma adjustments and the resulting Unaudited Pro Forma Condensed Financial Statements have been prepared based upon available information and certain assumptions and estimates deemed appropriate by the Company. The Company's management believes that the pro forma adjustments and underlying assumptions and estimates reasonably present the significant effects of the transactions reflected thereby and that any subsequent changes in the underlying assumptions and estimates will not materially affect the Unaudited Pro Forma Condensed Financial Statements presented herein. The Unaudited Pro Forma Condensed Financial Statements do not purport to represent what the Company's financial position or results of operations actually would have been had the Sale occurred on the dates indicated or to project the Company's financial position or results of operations for any future date or period. Furthermore, the Unaudited Pro Forma Condensed Financial Statements do not reflect changes that may occur as the result of post-sale activities and other matters. AMERICAN INTERNATIONAL PETROLEUM CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET DECEMBER 31, 1996
Historical Historical Consolidated South American Pro Forma AIPC Subsidiaries Balance Sheet December 31, December 31, Sale December 31, 1996 1996 Adjustments 1996 ---------------- ----------------- ---------------- ---------------- (1) (2) (3) ASSETS Current Assets: Cash and cash equivalents $ 11,058 $ (1,451) $ 1,476,000(3a) $ 1,488,509 Cash - restricted 161,022 131,897 - 29,125 Marketable securites - 8,768,750(3b) 8,768,750 Accounts receivable, net 1,073,140 799,399 1,500,000(3c) 1,773,741 Inventory 459,961 459,961 - - Prepaid expenses 838,104 400,737 - 437,367 ---------------- ----------------- ---------------- ---------------- Total current assets 2,543,285 1,790,543 11,744,750 12,497,492 ---------------- ----------------- ---------------- ---------------- Property, plant and equipment: Unevaluated property not subject to amortization 5,648,630 5,187,576 - 461,054 Oil and gas property pursuant to full cost method 32,506,656 32,506,656 - - Refinery property and equipment 17,235,183 - - 17,235,183 Other 499,971 307,003 - 192,968 ---------------- ----------------- ---------------- ---------------- 55,890,440 38,001,235 - 17,889,205 Less - accumulated depreciation, depletion and amortization (23,959,191) (20,289,573) - (3,669,618) ---------------- ----------------- ---------------- ---------------- Total property, plant and equipment 31,931,249 17,711,662 - 14,219,587 ---------------- ----------------- ---------------- ---------------- Other long-term assets, net 17,897 - 2,096,854(3d) 2,114,751 ---------------- ----------------- ---------------- ---------------- TOTAL ASSETS $ 34,492,431 $ 19,502,205 $ 13,841,604 $ 28,831,830 ================ ================= ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 237,162 $ 137,162 $ (100,000)(3e) - Current installments of long-term debt 5,968,393 - (2,337,500)(3f) 3,630,893 Accounts payable 3,636,765 2,072,752 - 1,564,013 Accrued expenses & other liabilities 2,524,194 332,042 (681,145)(3g) 1,511,007 --------------- ---------------- ---------------- --------------- Total current liabilities 12,366,514 2,541,956 (3,118,645) 6,705,913 Long term debt 798,199 - - 798,199 ---------------- ----------------- ---------------- ---------------- TOTAL LIABILITIES 13,164,713 2,541,956 (3,116,645) 7,504,112 ---------------- ----------------- ---------------- ---------------- Stockholders' equity: Preferred stock, par value $.01, authorized 7,000,000 shares, none issued - - - - Common stock, par value $.08, 100,000,000 - - shares authorized, 34,458,921 shares - - issued and outstanding at December 31, 1996 - - and 24,705,926 shares at December 31, 1995 2,756,714 - - 2,756,714 Additional paid-in capital 78,677,265 - - 78,677,265 Stock purchase warrants 1,297,754 - - 1,297,754 Accumulated Deficit (61,404,015) 16,960,249 16,960,249 (61,404,015) ---------------- ----------------- ---------------- ---------------- TOTAL STOCKHOLDERS' EQUITY 21,327,718 16,960,249 16,960,249 21,327,718 ---------------- ----------------- ---------------- ---------------- Commitments and Contingencies - - - - TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,492,431 $ 19,502,205 $ 13,841,604 $ 28,831,830 ================ ================= ================ ================
(1) December 31, 1996 Consolidated Balance Sheet (2) December 31, 1996 Balance Sheet of South American subsidiaries (3) Adjustments to reflect the sale of the South American Subsidiaries (3a) Cash received from sale of South American Subsidiaries (3b) 4,384,375 shares of common, free-trading stock of the purchaser recorded at $2.00 @ share (3c) Current portion of $3,000,000, 5%, subordinated debenture received from the purchaser (3d) Long-term portion of (3c) above equal to $1,500,000, less discount of $300,000. Performance earn-out on future revenues of the purchaser of $1,048,655, less discount of $151,801 (3e) Assumption of note by the purchaser (3f) Asssumption of outstanding 12% subordinated debentures by purchaser (3g) Assumption of a certain accrued expenses and other liabilities by the purchaser AMERICAN INTERNATIONAL PETROLEUM CORPORATION AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS DECEMBER 31, 1996
Historical Historical Consolidated South American AIPC Subsidiaries Pro Forma Years ended Year ended Years ended December 31, December 31, Sale December 31, 1996 1996 Adjustments 1996 ------------ ------------------ ------------ ----------------- (1) (2) (3) Revenues: Oil and gas production and pipeline fees $ 1,364,581 $ 1,364,581 $ -- $ -- Refinery lease fees 2,467,606 -- -- 2,467,606 Other 278,327 143,679 233,892 (3a) 368,540 ------------ ------------ ----------- ------------ Total revenues 4,110,514 1,508,260 233,892 2,836,146 ------------ ------------ ----------- ------------ Expenses: Operating 613,336 611,856 -- 1,480 General and administrative 3,076,357 268,718 -- 2,807,639 Depreciation, depletion and amortization 1,265,230 587,207 -- 678,023 Interest 2,818,218 78,230 (420,750) (3b) 2,319,238 Write-down of oil and gas properties 200,000 200,000 -- -- Provision for bad debts 789,580 884 -- 788,696 ------------ ------------ ------------- ------------ Total expenses 8,762,721 1,746,895 (420,750) 6,595,076 ------------ ------------ ------------- ------------ Net loss $ (4,652,207) $ (238,635) $ 654,642 $ (3,758,930) ============ ============ ============= ============= Net loss per share of common stock $ (0.16) $ (0.01) $ 0.02 $ (0.13) ============ ============ ============= ============= Weighted-average number of shares of common stock outstanding 29,598,832 29,598,832 29,598,832 29,598,832 ============ ============ ============ =============
(1) Year ended December 31, 1996 Consolidated Statements of Operations (2) Historical Year ended December 31, 1996 South American Statement of Operations (3) Adjustments to reflect the sale of the South American Subsidiaries (3a) Pro forma reduction in interest income on current and long term notes and deferred income due from the purchaser arising from sale of South American subsidiaries (3b) Pro forma reduction of interest expense due to the assumption of debt by the acquirer of the South American subsidiaries (C) EXHIBITS: EXHIBIT NO. DESCRIPTION 99.1 Share Purchase Agreement dated February 25, 1997, among the Registrant, AIPCC, PAIPC and MIP.* 99.2 $3 million 5% exchangeable debenture, granted by AIPCC to the Registrant, due February 25, 1999.* 99.3 Pledge Agreement dated February 25, 1997 among the Registrant, MIP and MG Trade Finance Corp.*
*Submitted with the original Form 8-K filed on March 12, 1997. -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. Date: November 19, 1997 AMERICAN INTERNATIONAL PETROLEUM CORPORATION By: /s/ Denis J. Fitzpatrick ------------------------------ Denis J. Fitzpatrick Chief Financial Officer -3- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Share Purchase Agreement dated February 25, 1997, among the Registrant, AIPCC, PAIPC and MIP. 99.2 $3 million 5% exchangeable debenture, granted by AIPCC to the Registrant, due February 25, 1999. 99.3 Pledge Agreement dated February 25, 1997 among the Registrant, MIP and MG Trade Finance Corp. 4 -----END PRIVACY-ENHANCED MESSAGE-----