Item 8.01 Other Events
Effective December 21, 2022, the Officers and Directors of PGI Incorporated
("PGI" or the "Company") have executed a Resolution to cease operations and
allow the dissolution and wind up of its affairs.
The Resolution approves the sale of the Company's last remaining parcel of value
to Love Investment Company ("LIC"), a Missouri Corporation, as well as the
Company's primary preferred shareholder. The parcel is approximately seven acres
located in Citrus County, Florida and was judged to be a "contaminated site" in
May 1995 by the Florida Department of Environmental Protection "(FDEP"). After
years of clean-up activities by the Company, FDEP advised in its May 8, 2020
Conditional Site Rehabilitation Completion Order that the Company had satisfied
the rehabilitation requirements. During 2021 and 2022, the Company has marketed
the parcel. During 2022, several unsuccessful third-party transactions indicate
the parcel has an aggregate net value of no more than $200,000. There are no
pending third party offers or apparent opportunities for sale.
The Board has accepted the LIC offer to purchase the respective seven-acre
parcel for a purchase price of $200,000.00, consistent with the offer in the
most recent failed sale transaction.
The Resolution further approves the net proceeds of the sale of the Citrus
County Parcel to be paid in full settlement of the remaining aggregate balance
of accrued interest of the Convertible Secured Debentures held by Love-1989
Florida Partners L.P., a Missouri limited partnership, an affiliate of the
Company and to LIC in proportion to their respective outstanding balances which
totals $52,709,836.
For many years, the Company's independent accountants and management stated in
its SEC filings that there was substantial doubt about the Company's ability to
continue as a going concern. In early 2019, the Board of Directors of PGI
concluded that as of 2017, PGI met and continues to meet all conditions under
which a registrant may be deemed an "Inactive Entity" as that term is defined or
contemplated in Rule 3-11 of Regulation SX.
The Company has been administratively dissolved by the Florida Secretary of
State for the 2022 calendar year. The costs of continued operations, including
insurance, administrative expenses, SEC filings, tax return preparation and
filing, and other expenses of the Company exceed any income to which the Company
is or reasonably could be entitled. The net cash used in operating activities
for the nine months ending September 30, 2022 was $38,000, with $23,000 used for
the year ended December 31, 2021 and with $228,000 used for the year ended
December 31, 2020. As of September 30, 2022, the Company had a cash balance of
$20,000.
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