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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(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)
(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 [ ].
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).
CUSIP No. 643611-10-6
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1) |
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Names of Reporting Persons |
Arcadian Energy, Inc. (formerly 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) |
WC/OO
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4) |
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Source of Funds (See Instructions) |
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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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U.S.
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6) |
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Citizenship or Place of Organization |
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|
Number of
Shares Bene-
ficially
Owned by
Each Report-
ing Person
With
127,968
-0-
127,968
9) |
|
Sole Dispositive Power |
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|
-0-
10) |
|
Shared Dispositive Power |
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|
992,038
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11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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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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50.95%
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13) |
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Percent of Class Represented by Amount in Row (11) |
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CO
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14) |
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Type of Reporting Person (See Instructions) |
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CUSIP No. 643611-10-6
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1) |
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Names of Reporting Persons |
TacCo Financial, Inc.
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2) |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
WC/OO
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4) |
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Source of Funds (See Instructions) |
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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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Nevada
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6) |
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Citizenship or Place of Organization |
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|
Number of
Shares Bene-
ficially
Owned by
Each Report-
ing Person
With
500
-0-
500
9) |
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Sole Dispositive Power |
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-0-
10) |
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Shared Dispositive Power |
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500
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11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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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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0.03%
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13) |
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Percent of Class Represented by Amount in Row (11) |
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CO
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14) |
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Type of Reporting Person (See Instructions) |
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CUSIP No. 643611-10-6
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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) |
AF/OO
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4) |
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Source of Funds (See Instructions) |
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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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Nevada
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6) |
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Citizenship or Place of Organization |
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Number of
Shares Bene-
ficially
Owned by
Each Report-
ing Person
With
864,070
-0-
864,070
9) |
|
Sole Dispositive Power |
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|
-0-
10) |
|
Shared Dispositive Power |
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864,070
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11) |
|
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12) |
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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44.38%
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13) |
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Percent of Class Represented by Amount in Row (11) |
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OO
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14) |
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Type of Reporting Person (See Instructions) |
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CUSIP No. 643611-10-6
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1) |
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Names of Reporting Persons |
West Go Green, LLC
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2) |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
AF/OO
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4) |
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Source of Funds (See Instructions) |
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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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Nevada
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6) |
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Citizenship or Place of Organization |
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|
Number of
Shares Bene-
ficially
Owned by
Each Report-
ing Person
With
-0-
-0-
-0-
9) |
|
Sole Dispositive Power |
|
|
-0-
10) |
|
Shared Dispositive Power |
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-0-
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11) |
|
Aggregate Amount Beneficially Owned by Each Reporting Person |
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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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0%
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13) |
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Percent of Class Represented by Amount in Row (11) |
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OO
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14) |
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Type of Reporting Person (See Instructions) |
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Item 1. Security and Issuer
This Amendment No. 17 to Statement on Schedule 13D (this Amendment No. 17) 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 16
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 1800 Valley
View Lane, Suite 300, 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. 17 is being filed to reflect the disposition by a brokerage firm for a
pledgee of Shares of one of the Reporting Persons of a total of 35,930 Shares (1.85%). Item 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. 17 is being filed on behalf of Arcadian Energy, Inc.
(formerly International Health Products, Inc.), a Nevada corporation (AEI), TacCo Financial, Inc.
(formerly Institutional Capital Corporation), a Nevada corporation (TFI), URC Energy LLC, a
Nevada limited liability company (URCELLC), the sole member of which is AEI, and West Go Green
LLC, a Nevada limited liability company (WGGLLC), the sole member of which is AEI. AEI, TFI,
URCELLC and WGGLLC 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. AEI is owned by a trust established for the benefit of the wife and
children of Gene E. Phillips (the Martin Trust). URCELLCs sole and managing member is AEI.
WGGLLCs sole and managing member is AEI. AEI is managed by Craig E. Landess who also manages
other private entities owned by Mr. Phillips or his family trusts. Mr. Landess consults on a
regular basis with Mr. Phillips regarding investments in marketable securities by AEI. TFIs
day-to-day operations are managed by the same personnel who manage AEIs day-to-day operations and
other private companies owned by Gene E. Phillips or his family trusts. The principal office of
each of the Reporting Persons is at 1750 Valley View Lane, Suite 440, Dallas, Texas 75234.
Item 5. Interest in Securities of the Issuer
(a)
According to the latest information available as of May 12, 2011, 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 June 14, 2011:
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No. of Shares |
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Approximate Percent |
Name |
|
Owned Directly |
|
of Class |
AEI |
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127,968 |
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|
6.57% |
|
TFI* |
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500 |
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0.03% |
|
URCELLC |
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864,070 |
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44.38% |
|
WGGLLC |
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|
-0- |
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-0- |
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TOTAL |
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992,538 |
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50.98% |
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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 AEI may be deemed to
beneficially own any Shares held by WGGLLC, URCELLC and AEI. 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 June 14, 2011:
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Name of Director or |
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No. of Shares |
|
Approximate |
Manager |
|
Entity |
|
Beneficially Owned |
|
Percent of Class |
J.T. Tackett |
|
TFI |
|
|
500 |
|
|
|
0.03% |
|
Craig E. Landess |
|
AEI, URCELLC and WGGLLC |
|
|
992,038 |
|
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50.95% |
|
Christina Morin |
|
AEI, URCELLC and WGGLLC |
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|
992,038 |
|
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|
50.95% |
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Total Shares beneficially owned by
Reporting Persons and individuals listed
above: |
|
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992,538 |
|
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50.98% |
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(b) Each of the directors of TFI share voting and dispositive power over the 500 Shares held
directly by TFI. Craig E. Landess and Christina Morin, the two directors of AEI have voting and
dispositive power over the 864,070 Shares held directly by URCELLC and over the 127,968 Shares held
by AEI.
(c) During the sixty calendar days ended June 14, 2011, except for the disposition of 28,465
Shares described 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. On the
dates set forth below, Metropolitan National Bank (Arkansas) which holds a number of Shares owned
by URCELLC pursuant to an accommodation pledge sold into the market an aggregate of 35,930 Shares
at prices ranging from $2.69 per Share to $3.85 per Share as follows (such bank did not inform the
Reporting Persons of any of such sales until Friday, June 3, 2011):
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Liquidation Date |
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(No. Trades at same |
|
Shares Liquidated |
|
Per Share Liquidation |
|
Total Liquidation |
|
Price on Same Day) |
|
Owned by URCELLC |
|
Price |
|
Price* |
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4/06/11 |
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1,500 |
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$ |
3.85 |
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$5,775.00 |
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4/07/11 |
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2,000 |
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$ |
3.75 |
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$7,500.00 |
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4/13/11 (6) |
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4,000 |
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$ |
3.70 |
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$14,800.00 |
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4/13/11 (2) |
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3,000 |
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$ |
3.80 |
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$11,400.00 |
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4/13/11 |
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1,000 |
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$ |
3.7801 |
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$3,780.10 |
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4/25/11 |
|
|
900 |
|
|
$ |
3.39 |
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|
|
$3,051.00 |
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4/26/11 (2) |
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|
400 |
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|
$ |
3.39 |
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$1,356.00 |
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4/27/11 |
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290 |
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$ |
3.39 |
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$983.10 |
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4/29/11 (9) |
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2,000 |
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$ |
3.18 |
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$6,360.00 |
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4/29/11 |
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1,000 |
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$ |
3.20 |
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$3,200.00 |
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5/02/11 (2) |
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|
800 |
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$ |
3.27 |
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$2,616.00 |
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5/05/11 |
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200 |
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|
$ |
3.061 |
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$612.20 |
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5/05/11 |
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1,300 |
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|
$ |
3.06 |
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$3,978.00 |
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5/05/11 (5) |
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1,900 |
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$ |
3.08 |
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$5,852.00 |
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5/06/11 (2) |
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|
600 |
|
|
$ |
3.08 |
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$1,848.00 |
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5/10/11 (4) |
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1,516 |
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$ |
3.00 |
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$4,548.00 |
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[date more than 1%
change] |
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5/17/11 (4) |
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1,000 |
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|
$ |
2.87 |
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$2,870.00 |
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5/18/11 (2) |
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500 |
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$ |
2.87 |
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$1,435.00 |
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5/18/11 (2) |
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2,500 |
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$ |
2.92 |
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$7,300.00 |
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5/18/11 (2) |
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|
984 |
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|
$ |
3.00 |
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$2,952.00 |
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5/18/11 |
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300 |
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$ |
3.08 |
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$924.00 |
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5/19/11 (2) |
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|
125 |
|
|
$ |
3.01 |
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$376.25 |
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5/20/11 |
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|
50 |
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|
$ |
3.01 |
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$150.50 |
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6/06/11 |
|
|
600 |
|
|
$ |
2.80 |
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$1,680.00 |
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6/10/11 (2) |
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|
1,500 |
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|
$ |
2.69 |
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$4,035.00 |
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6/10/11 (2) |
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|
2,000 |
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|
$ |
2.72 |
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|
$5,440.00 |
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6/13/11 (3) |
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|
2,000 |
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|
$ |
2.71 |
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|
$5,420.00 |
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6/13/11 |
|
|
1,965 |
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|
$ |
2.73 |
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$5,364.45 |
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TOTALS |
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35,930 |
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* Excludes commissions on sales and is not the net proceeds received by such bank.
(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, except
Metropolitan National Bank as to 264,070 Shares held pursuant to an accommodation pledge of such
Shares.
(e) Not applicable.
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 AEI, a total of 118,000 Shares are now held in a brokerage account 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.
On January 15, 2010, effective December 31, 2009, WGGLLC sold and transferred 100,000 Shares
of GBR to GO Green Fuel N.A., LP at a price of $6.90 per Share pursuant to a Securities Transfer
Agreement effective December 31, 2009 (the Agreement). Pursuant to the Agreement, all of the
100,000 Shares of GBR Common Stock purchased by GO Green Fuel N.A., LP under the Agreement are
subject to WGGLLCs Repurchase Option for a period of three calendar years from the date of the
Agreement expiring on December 31, 2012 pursuant to which WGGLLC has an irrevocable exclusive
option to repurchase all or any portion of the 100,000 Shares of GBR Common Stock sold to Go Green
Fuel N.A., LP pursuant to the Agreement at the original purchase price per Share of $6.90 per
Share. Such Repurchase Option may be exercised by WGGLLC or its assignee by written notice to Go
Green Fuel N.A., LP and at WGGLLC or its assignees option by delivery to Go Green Fuel N.A., LP
with such notice of a check in the amount of the purchase price for the number of shares being
repurchased. The Repurchase Option may be assigned and transferred by WGGLLC to any of its members
or affiliates (defined to be an entity controlled by or under common control with WGGLLC) and
notice of any such assignment and transfer of the Repurchase Option shall be given to Go Green Fuel
N.A., LP at least two calendar days prior to the date of exercise of the Repurchase Option.
On March 11, 2011, URCELLC executed an accommodation pledge of 300,000 Shares to Metropolitan
Bank, an Arkansas state banking association as collateral for indebtedness of Prime Income Asset
Management, LLC (Prime). Such bank liquidated 35,930 Shares as described in Item 5c above. At
June 14, 2011, a total of 264,070 Shares owned by URCELLC remained subject to such accommodation
pledge. URCELLC understands that any proceeds received by such bank from such liquidations will
either be applied in reduction of the Prime debt or held as additional collateral.
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. 17 to Schedule 13D is
true, complete and correct.
Dated: June 14, 2011
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ARCADIAN ENERGY, INC. |
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By:
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/s/ Craig E. Landess
Craig E. Landess, President
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TACCO FINANCIAL, INC. |
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By:
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/s/ Craig E. Landess
Craig E. Landess, Secretary
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URC ENERGY LLC |
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By:
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/s/ Craig E. Landess
Craig E. Landess, President
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WEST GO GREEN LLC |
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By:
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/s/ Craig E. Landess
Craig E. Landess, Manager
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