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): June 5, 2003
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The CattleSale Company
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(Exact name of registrant as specified in its charter)
Delaware 001-07636 74-1605174
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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9901 IH-10 West, Suite 800, San Antonio, Texas 78230-2292
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: 210-558-2898
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Item 5. Other Events
At a meeting of the Board of Directors held on June 5, 2003, Mr. David
S. Geiman was elected President and Chief Executive Officer effective June 15,
2003. For more information, please reference the press release attached as
Exhibit 99.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
99.1 Press release of the Company dated June 10, 2003
Item 9. Regulation FD Disclosure
On February 25, 2003, The CattleSale Company (the "Company') acquired
100% of the limited liability company interests in each of CS Livestock
Commissions Co., LLC and CS Auction Production Co., LLC. In connection with the
acquisition, the Company prepared combined pro forma projections for the Company
for fiscal years 2003 through 2006. On April 24, 2003, this internal information
was furnished by the Company to a securities industry professional. Following
are revised projections for 2003 and the first six months of 2004.
Profit and Loss Internal Projections
For the years 2003 - 2004
($'s in thousands)
Twelve months Six Months
Ending Ending
December 31, 2003 June 30, 2004
Total Revenue $35,829 $76,100
Gross Profit $297 $577
Selling, general
and administrative $1,973 $1,226
Net income (loss) $(1,676) $(649)
The information in this Current Report on Form 8-K shall be deemed
"furnished" and not deemed "filed" for purposes of the Securities Act of 1934 or
otherwise subject to the liabilities of that Section. The information in this
Current Report on Form 8-K shall not be deemed incorporated by reference into
any registration statement or any other Company filing under the Securities Act
of 1933, as amended.
This Current Report on Form 8-K contains forward-looking statements
about the business, financial condition and prospects of the Company. The actual
results of the Company could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties, including
without limitation, the risks associated with entering into a new line of
business, changes in product demand, the reliability of the internet, changes in
competition, economic conditions, new product development, changes in tax and
other governmental rules and regulations applicable to the Company, and other
risks indicated in the Company's filings with the Securities and Exchange
Commission. These risks and uncertainties are beyond the ability of the Company
to control, and in many cases, the Company cannot predict the risks and
uncertainties that could cause its actual results to differ materially from
those indicated by the forward-looking statements. When used in this Current
Report on Form 8-K, the words "believes," "estimates," "plans," "expects," and
"anticipates" and similar expressions as they relate to the Company or its
management are intended to identify forward-looking statements.
SIGNATURE
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.
The CattleSale Company
(Registrant)
Date: June 10, 2003
By: /s/ Phillip P. Krumb
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Phillip P. Krumb
Chief Financial Officer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Phillip P. Krumb
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Chief Financial Officer
The CattleSale Company
San Antonio, Texas 78230
(210) 558 2898
THE CATTLESALE COMPANY ANNOUNCES ELECTION OF PRESIDENT
AND CHIEF EXECUTIVE OFFICER
SAN ANTONIO, Texas, June 10, 2003...The CattleSale Company (EBB:CTLE)
today announced that David S. Geiman has been elected President and Chief
Executive Officer, effective June 15, 2003.
Mr. Geiman is the current owner of New Dominion Management, an
agricultural consulting company that provides business analysis, construction
management and risk and hedging program development services for large
agri-business entities in the United States and Canada. In addition, he owns
significant interests in contract feeder pig production facilities and a task
management software company.
From 1980 until 1995 Mr. Geiman worked for Continental Grain Company,
one of the top grain merchant companies in the United States. He held positions
in grain merchandising, strategic planning and operations management and from
1985 until 1995, David was Senior Vice President and General Manager of
Continental's Cattle Feeder Division. During this period he grew the division to
the largest cattle feeder operation in the U.S., trading nearly 100,000 head of
cattle per month and generating annual sales of $800-$900 million.
Mr. Geiman received his undergraduate degree from George Washington
University in Washington, D. C. and an MBA from the University of Virginia. He
spent three years in agricultural and rural development in the Peace Corps in
West Africa.
He has served on the curriculum committee for the Harvard University
agribusiness seminars and has taught or consulted for several major corporations
regarding the cattle industry in production or finance.
"David's extensive experience and familiarity with the cattle and
agricultural industries are invaluable to this Company," said Edward McMillan,
Chairman of the Board of The CattleSale Company. "David's primary role will be
to re-energize the CattleSale Company. Initially, he will be involved in setting
the strategy for the expansion of the Company's core internet auction business
while constantly exploring for new growth opportunities," McMillan added.
This press release contains forward-looking statements about the
business, financial condition and prospects of the Company. The actual results
of the Company could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties, including
without limitation, the risks associated with entering into a new line of
business, changes in product demand, the reliability of the internet, changes in
competition, economic conditions, new product development, changes in tax and
other governmental rules and regulations applicable to the Company, and other
risks indicated in the Company's filings with the Securities and Exchange
Commission. These risks and uncertainties are beyond the ability of the Company
to control, and in many cases, the Company cannot predict the risks and
uncertainties that could cause its actual results to differ materially from
those indicated by the forward-looking statements. When used in this press
release the words "believes," "estimates," "plans," "expects," and "anticipates"
and similar expressions as they relate to the Company or its management are
intended to identify forward-looking statements.