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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 personss 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).
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1 |
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NAMES OF REPORTING PERSONS
International Health Products, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION U.S. |
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7 |
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SOLE VOTING POWER 463,078 |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
9 |
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SOLE DISPOSITIVE POWER 463,078 |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER -0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,413,078 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5.8% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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1 |
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NAMES OF REPORTING PERSONS
TacCo Financial, Inc., FEI No. 75-2442090 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
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7 |
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SOLE VOTING POWER 500 |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
9 |
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SOLE DISPOSITIVE POWER 500 |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER -0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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1 |
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NAMES OF REPORTING PERSONS
URC Energy LLC, |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) AF/OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
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SOLE VOTING POWER 950,000 |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER -0- |
BENEFICIALLY |
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OWNED BY |
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EACH |
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SOLE DISPOSITIVE POWER 950,000 |
REPORTING |
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PERSON |
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WITH |
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SHARED DISPOSITIVE POWER -0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,000 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.79% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
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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. TFIs day-to-day operations are
managed by the same personnel who manage IHPIs 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.
URCELLCs 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 Companys 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 Issuers business or corporate structure; or
(g) Any changes in the Issuers 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 Issuers 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:
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No. of Shares |
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Approximate Percent |
Name |
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Owned Directly |
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of Class |
IHPI |
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463,078 |
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23.78 |
% |
TFI* |
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500 |
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0.03 |
% |
URCELLC |
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950,000 |
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48.79 |
% |
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1,413,578 |
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72.61 |
% |
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* |
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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:
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Name of Director or |
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No. of Shares |
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Approximate |
Manager |
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Entity |
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Beneficially Owned |
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Percent of Class |
J.T. Tackett |
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TFI |
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500 |
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0.03 |
% |
E. Wayne Starr |
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TFI |
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500 |
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0.03 |
% |
R. Neil Crouch II |
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IHPI and URCELLC |
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1,413,078 |
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72.58 |
% |
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Total Shares beneficially owned by Reporting Persons and individuals listed above: |
1,413,578 |
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72.61 |
% |
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(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.
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Purchase Price |
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Total |
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Date |
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No. Shares |
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per Share |
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Price |
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09/08/09 |
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10,000 |
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$ |
7 |
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$ |
70,000 |
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09/09/09 |
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10,000 |
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$ |
7 |
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$ |
70,000 |
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09/14/09 |
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15,000 |
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$ |
7 |
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$ |
105,000 |
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09/15/09 |
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7,500 |
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$ |
7 |
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$ |
52,500 |
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09/16/09 |
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7,500 |
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$ |
7 |
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$ |
25,500 |
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09/25/09 |
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9,000 |
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$ |
6.90 |
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$ |
62,100 |
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09/28/09 |
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9,000 |
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$ |
6.88 |
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$ |
61,920 |
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TOTALS |
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68,000 |
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$ |
474,020 |
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(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
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INTERNATIONAL HEALTH PRODUCTS, INC.
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By: |
/s/ R. Neil Crouch
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R. Neil Crouch II, President and Treasurer |
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TACCO FINANCIAL, INC.
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By: |
/s/ Craig E. Landess
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Craig E. Landess, Secretary |
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URC ENERGY LLC
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By: |
/s/ R. Neil Crouch
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R. Neil Crouch II, Vice President |
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