Each one in plain English, with the numbers worked through for a shareholder.
16 May 2006listing compliance notice● Neutral
The Boston Stock Exchange filed to delist the company's stock because it did not pay annual listing dues or list additional shares as required; the stock has not traded there since December 17, 2004. The company will not appeal, and says its stock stays on the Nasdaq Capital Market as UHCP, so there is little practical effect.
On April 11, 2006 the company and Lothian amended their February merger agreement so that every shareholder except Lothian will receive a five-year warrant to buy one share at $3.00 for each share held, on a record date still to be set. This adds a benefit for non-Lothian shareholders to the pending merger; the warrants only have value if the stock trades above $3.00.
On February 22, 2006 the company and Lothian Oil signed a merger agreement under which Lothian, which already owns 58.32% of the company's stock, will be merged into the company, which will be renamed Lothian Oil Inc. Lothian holders get 2 company shares (or matching preferred shares) for every 3.3 Lothian shares held. The filing says the required shareholder approvals have been obtained, dissenters' rights are not available, and the deal can be abandoned if not completed by September 30, 2006. Mize, Gilliam and the other five directors resigned on February 21, 2006 and were replaced by Lothian-linked appointees including Bruce Ransom, Thomas Kelly and Michael Raleigh; C. Scott Wilson is CEO and President and Kenneth Levy is CFO. The company's address is now Midland, Texas. This moves control from the Mize-era management to Lothian.
On October 7, 2005 the company agreed to sell Lothian Oil Inc. 3,280,000 new shares at $1.05 ($3,444,000 total) plus five-year warrants on 8,720,000 more shares at $1.05, $1.12 and $1.25, subject to shareholder approval. The cash is to repay the Almac Financial line of credit (owned by CEO Mize) with any remainder used for working capital. Separately, Mize and six other holders sold 8,000,000 shares to Lothian for $10,651,000 (Mize sold 5,080,590 and keeps 49,000 shares plus a 1,000,000-share option at $0.50). Lothian also is to enter a development and operating agreement on the Texas and New Mexico properties; the press release says Lothian becomes operator and has committed up to $6.5 million for development. Lothian paid for the purchased shares with a promissory note, and can require the sellers to take the shares back if shareholders reject the company's sale. The press release says Mize stays Chairman and CEO and Lothian may appoint four more directors.
Imperial Petroleum told the company on August 31, 2005 that the merger agreement signed October 14, 2004 was terminated, because the merger was not completed by the February 1, 2005 date. This resolves the long-pending Imperial merger; the filing says neither side owes any penalty, and the planned move of Jeffrey Wilson to CEO will not happen. The February 2005 operations management agreement (company subsidiaries as named operators of Imperial's wells) is not terminated by this filing; either side may end it since the merger missed May 1, 2005.
On August 30, 2005 Nasdaq said the company failed to regain the minimum bid price compliance, so its stock may be delisted from the SmallCap Market. The company has appealed and requested a hearing, which pauses any action, and says it could be quoted on the OTC Bulletin Board if needed. This continues the bid-price problem first flagged in September 2004.
Subsidiary UHC Petroleum assigned Dominion Oklahoma Texas Exploration & Production its rights below 2,000 feet on 7,840 of its 10,502 net acres in Edwards County, Texas, with a surrounding area of mutual interest of about 12,800 acres. In return it gets cash, an overriding royalty interest, a carried working interest in the first, second or third wells, and the right to join as a working interest partner. A Joint Operating Agreement is still being prepared, and the first well must start within two years.
The company did not regain the $1.00 minimum bid price by the February 28, 2005 deadline set in the September 2004 Nasdaq notice. Nasdaq gave it another 180 days, until August 29, 2005, because it meets the other SmallCap listing criteria.
The company settled its lawsuit with Southwest Securities Bank (formerly First Savings Bank) on February 22, 2005, paying $700,000 in full satisfaction of the $2,000,000 line of credit from April 2000. The company says this removed a $2,300,000 liability and added an estimated $1,600,000 in earnings (about $0.10 per share). Separately, Almac Financial Corporation, controlled by CEO Walter Mize, agreed to raise its loan to the company from $3,000,000 to $4,000,000 and extend the maturity.
28 Feb 2005asset acquisition disposition● NeutralMajor
The company's food subsidiary, Heritage Food Group, merged into BMW Holdings on January 27, 2005, after the 'Heritage Lifestyle' meat-business assets were moved into it. The company received a 7.5% stake in BMW (8,823,530 Class A shares) plus $75,000 in 12 monthly payments, and intends to distribute the BMW shares to its own shareholders. Management says the company is now involved strictly in oil and gas.
While the Imperial merger is still pending, the company's subsidiaries became the named operators of Imperial's Texas and New Mexico wells, with Imperial's Jeffrey Wilson managing daily operations. Either side can end this arrangement if the merger is not completed by May 1, 2005.
On October 14, 2004 the company signed a merger agreement to acquire Imperial Petroleum, Inc. Imperial holders get one company share for every three Imperial shares, and Imperial's CEO Jeffrey T. Wilson would become CEO. The deal still needs approval from both sets of shareholders, Imperial's lenders and an effective Form S-4. The earlier plan for Wilson to buy 13,188,834 company shares at $0.75 is off because he told the company he cannot proceed.
Nasdaq told the company (filing as United Heritage Corporation, the name used in its filings) that its stock closed below the $1.00 minimum bid price for 30 straight business days. It has until February 28, 2005 to regain compliance, with a possible extra 180 days, and management says it expects to comply.