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): July 18, 2001
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York Research Corporation
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(Exact name of registrant as specified in charter)
Delaware 0-72 06-0608633
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
280 Park Avenue, Suite 2700 West, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 557-6200
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(Former name or former address, if changed since last report
Item 9. Regulation FD Disclosure.
At its annual meeting of shareholders held on July 18, 2001, Mr. Robert M.
Beningson, the Company's Chairman, made remarks concerning the results of the
shareholder vote and certain of the Company's projects. The press release issued
with respect to such comments is annexed hereto as Exhibit 1.
In addition, in response to questions from the floor of the meeting, the
Chairman made the following observations:
The Chairman discussed the projects the Company is exploring in New Mexico
and Western New York State. Each of these projects is at a very preliminary
stage, and there can be no assurance that they will reach fruition. The Chairman
also commented on the renewable energy market generally.
The Chairman commented on the status of the Company's negotiations with
its creditors and the transactions contemplated in connection therewith. The
Chairman noted that although the process has been extensively delayed, he is
hopeful that documents with the creditors would be finalized within the month,
and that funding of the proposed trust would take place this year. In connection
with the formation and funding of the proposed trust, the Chairman noted that it
was likely that the Company might sell the Company's Trinidad facility. He noted
that the current value was at least $50 million in excess of current book
carrying costs. He also discussed the current auction by Edison Mission Energy
of its 50% share of the Brooklyn Navy Yard facility; that the Company had held
preliminary discussions with certain of the bidders, and that he believed that
the opportunity to maximize value would likely be through the sale of the
remaining interests to the successful bidder. In general, the Chairman observed
that in his opinion, York's equity interest in its generating facilities was
substantially in excess of their carrying value on the Company's books, but that
the tax on any gains on sale would be mitigated by the Company's net operating
loss carryforward and (in the case of Trinidad) by the fact that the sale would
be offshore.
The Chairman said that he did not expect to redeem the Company's Class B
Warrants on July 31, and that instead the Company would seek an extension of the
warrants, with the possibility of some cash payment.
Given the preliminary nature of much of the matters on which the Chairman
commented in response to questions from the floor,
there can be no assurance that the views expressed by the Chairman will come to
pass.
Exhibit 1 - Press Release dated July 18, 2001
YORK RESEARCH CORPORATION
(Registrant)
By: /s/ Michael Trachtenberg
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Michael Trachtenberg,
Executive Vice President
Dated: July 18, 2001
YORK RESEARCH ANNOUNCES TWO NEW RENEWABLE ENERGY
PROJECTS AT ANNUAL MEETING
New York, N.Y., July 18, 2001-- York Research Corporation (NASDAQ:YORK) At
the Annual Meeting of Stockholders of York Research Corporation ("York") held on
July 18, 2001, with over 90% of total outstanding shares voted, the Chairman and
two outside directors were overwhelmingly re-elected to York's Board of
Directors. The appointment of Grant Thornton LLP as the independent certified
public accountants for the fiscal year ending February 28, 2002 was also
ratified.
The Chairman discussed the results of operations and various events that
have affected the Company for the last two fiscal years.
York then announced that through a proposed joint venture, the Company
intends to develop a 620 megawatt power generating facility in Yuma County,
Arizona. The Project will be a natural gas fired combined cycle power plant,
supplemented by York Research's Patented SEECOT(TM) system solar energy
technology.
The SEECOT(TM) system utilizes solar energy to increase overall plant
power output during summer peak hours and by displacing fossil fuel improves
plant competitiveness. The SEECOT(TM) system will also provide a significant
amount of solar portfolio credits for use by Arizona utilities and retail
service providers as required by Arizona law.
York also announced that the government of the Dominican Republic has now
executed a guarantee of payments for power to be delivered under a previously
awarded 30 year power purchase agreement with Corporation Dominicana de
Electricidad, the national power utility. York continues to develop the 115
megawatt windpower project to be built in Puerto Plata with initial service
planned for next year. The facility when complete would provide at least 340
million kilowatt hours of electricity per year.
Other opportunities for project development in the renewables area were
discussed, including those in New Mexico and Western New York.
York Research Corporation develops, constructs and operates Green energy
production facilities, including those that utilize natural gas as fuel to
produce thermal and electric power ("cogeneration") or renewable energy projects
primarily
converting wind energy into transmittable electric power.
This press release contains forward-looking statements which are subject to
change. The actual results may differ materially from those described in any
forward-looking statements. Readers are cautioned not to place undue reliance on
those forward-looking statements which speak only of the date hereof. Additional
information concerning potential factors that could affect the Company's
financial results is included in the Company Form 10-K for the fiscal year ended
February 28, 2001, and subsequent Quarterly Reports. Contact: Kenneth Melmed,
Corporate Communications, York Research Corporation, 280 Park Avenue, Suite
2700W, New York, NY 10017, Telephone: (212) 557-6200